Exhibit EX(8)(V)
September 7, 2012
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Distributors, Inc.
00 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx Xxxxx 00000
Attn:Xxxxxxx Xxxxxxx, Esq.
Re: (1) Participation Agreement by and among Western National Life
Insurance Company (f/k/a American General Annuity Insurance Company
("WNL") and AIM Variable Insurance Funds, Inc. (Invesco Variable
Insurance Funds) ("Fund Partner") dated November 23, 1998, as
amended;
(2) Participation Agreement by and among SunAmerica Annuity and Life
Assurance Company, on behalf of itself and its separate accounts
(collectively "SAAL"), SunAmerica Capital Services, Inc., and Fund
Partner dated May 28, 2010, as amended;
(3) Administrative Services Agreement between Invesco Advisers, Inc.
(f/k/a A I M Advisors, Inc.) and WNL dated November 23, 1998;
(4) Administrative Services Agreement between Invesco Advisers, Inc.
(f/k/a A I M Advisors, Inc.) and SAAL dated May 28, 2012;
(5) AIM Funds Intermediary Agreement Regarding Compliance with SEC Rule
22c-2 by and between WNL and Invesco Investment Services, Inc.
(f/k/a AIM Investment Services, Inc.) dated April 16, 2007
(6) Distribution Services Agreement between SAAL and Invesco
Distributors, Inc. dated May 28, 2010
(7) Participation Agreement between American General Life Insurance
Company of Delaware (formerly AIG Life Insurance Company) ("AGL of
Delaware"), AIM Variable Insurance Funds (Invesco Variable
Insurance Funds) and American General Equity Services Corporation
dated as of November 20, 1997;
(8) Administrative Services Agreement between Invesco Advisers, Inc.
(f/k/a A I M Advisors, Inc.) and AGL of Delaware dated September 1,
1998;
(9) AIM Funds Intermediary Agreement Regarding Compliance with SEC Rule
22c-2 by and between AGL of Delaware and Invesco Investment
Services, Inc. (f/k/a AIM Investment Services, Inc.) dated
April 12, 2007 (each an "Agreement", and collectively, the
"Agreements") (WNL, AGL of Delaware and SAAL collectively referred
to hereinafter as the "Merged Companies")
Dear Fund Partner:
As you may already be aware, the Merged Companies will be merging with and
into American General Life Insurance Company ("American General"), the
surviving company, effective January 1, 2013 (hereinafter referred to as the
"Merger").
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Distributors, Inc.
September 7, 2012
Page 2 of 20
Your companies and/or related trusts have agreements with each of the Merged
Companies pursuant to which a trust acted as an investment vehicle for separate
accounts established by the Merged Companies for variable universal life
insurance policies and/or variable annuity contracts (the "Contracts").
As a result of the Merger, if any of the Merged Companies were a party to
the Agreements, then all rights, duties and obligations arising under the
Agreements would be effectively assumed by American General which company will
assume the rights, duties and obligations of each of the Merged Companies
thereunder.
To the extent applicable law and/or any of the Agreements require prior
written consent for the assignment and continuation of the Agreements, please
sign below indicating such consent to assign the rights, duties and obligations
of each of the Merged Companies to American General. To the extent applicable,
your signature below is deemed consent to an effective date of January 1, 2013
for any of the Agreement(s) providing for the payment of fees pursuant to Rule
12b-1 of the Investment Company Act of 1940, as amended, under the terms of
such agreement(s). The foregoing shall not affect any existing obligation to
pay such fees through December 31, 2012 or subsequent to the new effective date.
Except to the extent amended by this letter agreement, the Agreements shall
remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. This letter may be signed in
counterparts, all of which, taken together, are deemed to be an original.
Signatures may be sent via facsimile or e-mail.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
WESTERN NATIONAL LIFE INSURANCE COMPANY
By: _______________________________________
Name:
Title:
SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY
By: _______________________________________
Name: Xxxx X. Xxxxx
Title: President and Chief Executive Officer
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Distributors, Inc.
September 7, 2012
Page 3 of 20
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: _____________________________ By: _____________________________
Name: Name:
Title: Title:
AMERICAN GENERAL EQUITY SERVICES CORPORATION
By: _____________________________
Name:
Title:
Consented to, acknowledged and agreed:
INVESCO DISTRIBUTORS, INC.
By: _____________________________
Name: Xxxxx X. Xxxxxxxxx
Title: President
AIM VARIABLE INSURANCE FUNDS, INC. INVESCO INVESTMENT SERVICES, INC.
(INVESCO VARIABLE INSURANCE FUNDS)
By: _____________________________ By: _____________________________
Name: Xxxx X. Xxxx Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President Title: President
INVESCO ADVISERS, INC.
By: _____________________________
Name: Xxxx X. Xxxx
Title: Senior Vice President
September 7, 2012
Franklin Xxxxxxxxx Services, LLC
Xxx Xxxxxxxx Xxxxxxx, Xxxx. 920 2/xx/ Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
Xxxxxxxx Xxxxxxxxx Variable Insurance Products Trust
Xxx Xxxxxxxx Xxxxxxx, Xxxx. 920 2/nd/ Floor
San Mateo, California 94403
Attention: Xxxxx X. Xxxxxxxx, Vice President
Franklin/Xxxxxxxxx Distributors, Inc.
000 Xxxxxxxx Xxxxxxx, Xxxx. 000, 0/xx/ Xxxxx
Xx. Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx, President
Re: (1) Participation Agreement among Western National Life Insurance
Company (f/k/a AIG Annuity Insurance Company) ("WNL"), American
General Distributors, Inc., Franklin Xxxxxxxxx Variable Insurance
Products Trust (the "Trust") and Franklin/Xxxxxxxxx Distributors,
Inc. ("Distributor"), dated May 1, 2000, as amended;
(2) Amended and Restated Administrative Services Agreement between
Franklin Xxxxxxxxx Services, LLC ("FTS") and WNL, dated December 6,
2005;
(3) Shareholder Information Agreement between Distributor and WNL,
dated April 16, 2007;
(4) Participation Agreement among SunAmerica Annuity and Life Assurance
Company (formerly AIG SunAmerica Life Assurance Company) ("SAAL"),
SunAmerica Capital Services, Inc., the Trust and Distributor, dated
February 4, 2008, as amended;
(5) Shareholder Information Agreement between SAAL and Distributor,
dated February 4, 2008;
(6) Administrative Services Agreement between SAAL and FTS, dated
February 4, 2008, as amended;
(7) Participation Agreement among American General Life Insurance
Company of Delaware (formerly AIG Life Insurance Company) ("AGL of
Delaware"), American General equity Services Corporation, the Trust
and Distributor, dated May 1, 2000, as amended ("AGL of Delaware
Agreement");
(8) Amended and Restated Administrative Services Agreement between FTS
and AGL of Delaware, dated February 20, 2009 (also referred to as
"AGL of Delaware Agreement"); and
(9) Shareholder Information Agreement between AGL of Delaware and
Franklin/Xxxxxxxxx Distributors, Inc., dated April 16, 2007 (also
referred to as "AGL of Delaware Agreement"). (EACH AN "AGREEMENT",
AND COLLECTIVELY, THE "AGREEMENTS") (SAAL, WNL, AND AGL OF DELAWARE
COLLECTIVELY REFERRED TO HEREINAFTER AS THE "MERGED COMPANIES")
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
Franklin Xxxxxxxxx Services, LLC
September 7, 2012
Page 5 of 20
Dear Fund Partner:
Effective December 8, 2009, AGL of Delaware changed its name from AIG Life
Insurance Company to American General Life Insurance Company of Delaware. Any
and all references in the AGL of Delaware Agreements to AIG Life Insurance
Company shall be changed to American General Life Insurance Company of Delaware
or AGL of Delaware, as appropriate.
As you may already be aware, the Merged Companies will be merging with and
into American General Life Insurance Company ("American General"), the
surviving company, effective January 1, 2013 (hereinafter referred to as the
"Merger").
Your companies and/or related trusts have agreements with each of the Merged
Companies pursuant to which your companies' investment companies and/or related
trust(s) acted as an investment vehicle for separate accounts established by
the Merged Companies for variable universal life insurance policies and/or
variable annuity contracts (the "Contracts").
As a result of the Merger, if any of the Merged Companies were a party to
the Agreements, then all rights, duties and obligations arising under the
Agreements would be effectively assumed by American General which company will
assume the rights, duties and obligations of each of the Merged Companies
thereunder.
To the extent applicable law and/or any of the Agreements require prior
written consent for the assignment and continuation of the Agreements, please
sign below indicating such consent to assign the rights, duties and obligations
of each of the Merged Companies to American General. To the extent applicable,
your signature below is deemed consent to an effective date of January 1, 2013
for any of the Agreement(s) providing for the payment of fees pursuant to Rule
12b-1 of the Investment Company Act of 1940, as amended, under the terms of
such agreement(s). The foregoing shall not affect any existing obligation to
pay such fees through December 31, 2012 or subsequent to the new effective date.
Except to the extent amended by this letter agreement, the Agreements shall
remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. This letter may be signed in
counterparts, all of which, taken together, are deemed to be an original.
Signatures may be sent via facsimile or e-mail.
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
Franklin Xxxxxxxxx Services, LLC
September 7, 2012
Page 6 of 20
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
SUNAMERICA ANNUITY AND LIFE WESTERN NATIONAL LIFE
ASSURANCE COMPANY INSURANCE COMPANY
By: _____________________________ By: _____________________________
Name: Xxxx X. Xxxxx Name:
Title: President and Chief Executive Title:
Officer
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: _____________________________ By: _____________________________
Name: Name:
Title: Title:
CONSENTED TO, ACKNOWLEDGED AND AGREED:
The Trust: FRANKLIN XXXXXXXXX VARIABLE INSURANCE
PRODUCTS TRUST
Only on behalf of
each Portfolio listed
on Schedule C of
the Agreements By: _____________________________
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
The Distributor: Franklin/Xxxxxxxxx Distributors, Inc.
By: _____________________________
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
FTS: FRANKLIN XXXXXXXXX SERVICES, LLC
By: _____________________________
Name: Xxxxxx Xxxxx
Title: Vice President
September 7, 2012
MFS Variable Insurance Trust
MFS Fund Distributors, Inc.
c/o Massachusetts Financial Services Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: (1) Participation Agreement among Western National Life Insurance
Company (f/k/a American General Annuity Insurance Company) ("WNL"),
MFS Variable Investment Trust ("Fund Partner") and Massachusetts
Financial Services Company dated November 15, 2000
(2) Rule 22c-2 Information Sharing Agreement between MFS Fund
Distributors and WNL dated April 16, 2007
(3) Participation Agreement between MFS Fund Distributors, Inc. and
American General Life Insurance Company of Delaware (formerly AIG
Life Insurance Company) ("AGL of Delaware") dated March 20, 2002
("AGL of Delaware Agreement")
(4) Rule 22c-2 Shareholder Information Agreement between MFS Fund
Distributors, Inc. and AGL of Delaware dated April 16, 2007 (also
referred to as "AGL of Delaware") (EACH AN "AGREEMENT", AND
COLLECTIVELY, THE "AGREEMENTS") (WNL AND AGLD ARE REFERRED TO
HEREINAFTER AS THE "MERGED COMPANY")
Dear Fund Partner:
Effective December 8, 2009, AGL of Delaware changed its name from AIG Life
Insurance Company to American General Life Insurance Company of Delaware. Any
and all references in the AGL of Delaware Agreements to AIG Life Insurance
Company shall be changed to American General Life Insurance Company of Delaware
or AGL of Delaware, as appropriate.
As you may already be aware, the Merged Companies will be merging with and
into American General Life Insurance Company ("American General"), the
surviving company, effective January 1, 2013 (hereinafter referred to as the
"Merger").
Your companies and/or related trusts have agreements with each of the Merged
Companies pursuant to which your companies' retail investment companies and/or
related trust(s) acted as an investment vehicle for separate accounts
established by the Merged Companies for variable universal life insurance
policies and/or variable annuity contracts (the "Contracts").
As a result of the Merger, if any of the Merged Companies was a party to the
Agreements, then all rights, duties and obligations arising under the
Agreements would be effectively assumed by American General which company will
assume the rights, duties and obligations of each of the Merged Companies
thereunder.
MFS Variable Insurance Trust
MFS Fund Distributors, Inc.
September 7, 2012
Page 8 of 20
To the extent applicable law and/or any of the Agreements require prior
written consent for the assignment and continuation of the Agreements, please
sign below indicating such consent to assign the rights, duties and obligations
of each of the Merged Companies to American General. To the extent applicable,
your signature below is deemed consent to an effective date of January 1, 2013
for any of the Agreement(s) providing for the payment of fees pursuant to Rule
12b-1 of the Investment Company Act of 1940, as amended, under the terms of
such agreement(s). The foregoing shall not affect any existing obligation to
pay such fees through December 31, 2012 or subsequent to the new effective date.
Except to the extent amended by this letter agreement, the Agreements shall
remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. This letter may be signed in
counterparts, all of which, taken together, are deemed to be an original.
Signatures may be sent via facsimile or e-mail.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
WESTERN NATIONAL LIFE INSURANCE COMPANY
By: _____________________________
Name:
Title:
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: _____________________________ By: _____________________________
Name: Name:
Title: Title:
MFS Variable Insurance Trust
MFS Fund Distributors, Inc.
September 7, 2012
Page 9 of 20
CONSENTED TO, ACKNOWLEDGED AND AGREED:
MFS FUND DISTRIBUTORS, INC.
By: _____________________________
Name:
Title:
MFS VARIABLE INSURANCE TRUST
By: _____________________________
Name:
Title:
September 7, 2012
Xxxxxxxxxxx Variable Account Funds
OppenheimerFunds Distributor, Inc.
Two World Financial Center
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: (1) Participation Agreement among Western National Life Insurance
Company (f/k/a American General Annuity Insurance Company) ("WNL"),
Xxxxxxxxxxx Variable Account Fund, OppenheimerFunds, Inc. dated
November 23, 1998, as amended
(2) Letter of Understanding between Xxxxxxxxxxx Funds, Inc. and WNL
dated November 23, 1998
(3) Letter of Understanding between OppenheimerFunds, Inc. and American
General Life Insurance Company dated December 1, 1999
(4) Shareholder Information Agreement between Xxxxxxxxxxx Funds
Services, Inc. Xxxxxxxxxxx Funds Distributor, Inc. and WNL dated
February 15, 2007
(5) Participation Agreement between American General Life Insurance
Company of Delaware (formerly AIG Life Insurance Company) ("AGL of
Delaware") and OppenheimerFunds Distributor, Inc. dated as of
April 1, 2002 ("AGL of Delaware Retail Agreement")
(6) Participation Agreement between AGL of Delaware, Xxxxxxxxxxx
Variable Account Funds and OppenheimerFunds, Inc. dated January 4,
2001 ("AGL of Delaware VAF Agreement")
(7) Letter of Understanding between AGL of Delaware and
OppenheimerFunds, Inc. dated November 29, 2000 (also referred to
"AGL of Delaware VAF Agreement")
(8) Rule 22c-2 Information Sharing and Restricted Trading Agreement
between OppenheimerFunds Services, OppenheimerFunds Distributor,
Inc. and AGL of Delaware dated April 16, 2007 (also referred to
"AGL of Delaware VAF Agreement") (EACH AN "AGREEMENT", AND
COLLECTIVELY, THE "AGREEMENTS") (WNL AND AGLD COLLECTIVELY REFERRED
TO HEREINAFTER AS THE "MERGED COMPANIES")
Dear Fund Partner:
Effective December 8, 2009, AGL of Delaware changed its name from AIG Life
Insurance Company to American General Life Insurance Company of Delaware. Any
and all references in the AGL of Delaware Retail Agreement and AGL of Delaware
VAF Agreements to AIG Life Insurance Company shall be changed to American
General Life Insurance Company of Delaware or AGL of Delaware, as appropriate.
As you may already be aware, the Merged Companies will be merging with and
into American General Life Insurance Company ("American General"), the
surviving company, effective January 1, 2013 (hereinafter referred to as the
"Merger").
Xxxxxxxxxxx Variable Account Funds
OppenheimerFunds Distributor, Inc.
September 7, 2012
Page 11 of 20
Your companies and/or related trusts have agreements with each of the Merged
Companies pursuant to which your companies' retail investment companies and/or
related trust(s) acted as an investment vehicle for separate accounts
established by the Merged Companies for variable universal life insurance
policies and/or variable annuity contracts (the "Contracts").
As a result of the Merger, if any of the Merged Companies was a party to the
Agreements, then all rights, duties, liabilities and obligations arising under
the Agreements with respect to each of the Merged Companies will be assumed by
American General, effective as of the Merger. All terms, conditions and
obligations under the Agreements shall remain unchanged.
To the extent applicable law and/or any of the Agreements require prior
written consent for the assignment and continuation of the Agreements, please
sign below indicating such consent to assignment of the rights, duties,
liabilities and obligations of each of the Merged Companies to American
General, as described above, effective as of the Merger. To the extent
applicable, your signature below is deemed consent to an effective date of
January 1, 2013 for any of the Agreement(s) providing for the payment of fees
pursuant to Rule 12b-1 of the Investment Company Act of 1940, as amended, under
the terms of such agreement(s). The foregoing shall not affect any existing
obligations of American General or any predecessor entities to pay 12b-1 or
other fees through December 31, 2012 or subsequent to the new effective date
and American General shall satisfy all payment obligations to you
Except to the extent amended by this letter agreement, the Agreements shall
remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. This letter may be signed in
counterparts, all of which, taken together, are deemed to be an original.
Signatures may be sent via facsimile or e-mail.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
WESTERN NATIONAL LIFE INSURANCE COMPANY
By: _____________________________
Name:
Title:
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: _____________________________ By: _____________________________
Name: Name:
Title: Title:
Xxxxxxxxxxx Variable Account Funds
OppenheimerFunds Distributor, Inc.
September 7, 2012
Page 12 of 20
CONSENTED TO, ACKNOWLEDGED AND AGREED:
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By: _____________________________
Name:
Title:
XXXXXXXXXXX VARIABLE ACCOUNT OPPENHEIMERFUNDS, INC. (on its own
FUNDS and on behalf of its own division,
OppenheimerFunds Services)
By: _____________________________ By: _____________________________
Name: Name:
Title: Title:
September 7, 2012
Xxxxxx Variable Trust
Xxxxxx Retail Management, LP
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: (1) Participation Agreement among Western National Life Insurance
Company (f/k/a American General Annuity Insurance Company) ("WNL"),
Xxxxxx Variable Trust ("Fund Partner") and Xxxxxx Retail Management
Limited Partnership (f/k/a Xxxxxx Retail Management, Inc.) dated
November 15, 2000
(2) Rule 22c-2 Agreement among Xxxxxx Fiduciary Trust Company, Xxxxxx
Retail Management Limited Partnership and WNL (f/k/a AIG Annuity
Insurance Company) dated February 12, 2007 (EACH AN "AGREEMENT",
AND COLLECTIVELY, THE "AGREEMENTS") (WNL AND AGLD ARE COLLECTIVELY
REFERRED TO HEREINAFTER AS THE "MERGED COMPANIES")
Dear Fund Partner:
Effective December 8, 2009, AGL of Delaware changed its name from AIG Life
Insurance Company to American General Life Insurance Company of Delaware. Any
and all references in the AGL of Delaware Agreement to AIG Life Insurance
Company shall be changed to American General Life Insurance Company of Delaware
or AGL of Delaware, as appropriate.
As you may already be aware, the Merged Companies will be merging with and
into American General Life Insurance Company ("American General"), the
surviving company, effective January 1, 2013 (hereinafter referred to as the
"Merger").
Your companies and/or related trusts have agreements with each of the Merged
Companies pursuant to which your companies' retail investment companies and/or
related trust(s) acted as an investment vehicle for separate accounts
established by the Merged Companies for variable universal life insurance
policies and/or variable annuity contracts (the "Contracts").
As a result of the Merger, if any of the Merged Companies was a party to the
Agreements, then all rights, duties and obligations arising under the
Agreements would be effectively assumed by American General which company will
assume the rights, duties and obligations of each of the Merged Companies
thereunder.
To the extent applicable law and/or any of the Agreements require prior
written consent for the assignment and continuation of the Agreements, please
sign below indicating such consent to assign the rights, duties and obligations
of each of the Merged Companies to American General. To the extent applicable,
your signature below is deemed consent to an
Xxxxxx Variable Trust
Xxxxxx Retail Management, LP
September 7, 2012
Page 14 of 20
effective date of January 1, 2013 for any of the Agreement(s) providing for the
payment of fees pursuant to Rule 12b-1 of the Investment Company Act of 1940,
as amended, under the terms of such agreement(s). The foregoing shall not
affect any existing obligation to pay such fees through December 31, 2012 or
subsequent to the new effective date.
Except to the extent amended by this letter agreement, the Agreements shall
remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. This letter may be signed in
counterparts, all of which, taken together, are deemed to be an original.
Signatures may be sent via facsimile or e-mail.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
WESTERN NATIONAL LIFE INSURANCE COMPANY
By: _____________________________
Name:
Title:
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: _____________________________ By: _____________________________
Name: Name:
Title: Title:
Xxxxxx Variable Trust
Xxxxxx Retail Management, LP
September 7, 2012
Page 15 of 20
CONSENTED TO, ACKNOWLEDGED AND AGREED:
XXXXXX RETAIL MANAGEMENT XXXXXX VARIABLE TRUST
LIMITED PARNERSHIP
By: _____________________________ By: _____________________________
Name: Name:
Title: Title:
XXXXXX INVESTOR SERVICES, INC.
By: _____________________________
Name:
Title:
September 7, 2012
Xxxx X. Xxxxxx, Esq.
VALIC Company I
0000 Xxxxx Xxxxxxx, X0
Xxxxxxx, XX 00000
Re: (1) Participation Agreement between Western National Life Insurance
Company (f/k/a American General Annuity Insurance Company) ("WNL"),
VALIC Company I ('Fund Partner") and The Variable Annuity Life
Insurance Company dated August 1, 1999, as amended
(2) Information Sharing and Restricted Agreement between WNL and VALIC
Company I dated April 16, 2007
(3) Participation Agreement between American General Life Insurance
Company of Delaware (formerly AIG Life Insurance Company) ("AGL of
Delaware"), VALIC Company I and The Variable Annuity Life Insurance
Company dated as of July 1, 2002 ("AGL of Delaware Agreement")
(4) Information Sharing and Restricted Trading Agreement between AGL of
Delaware and VALIC Company I dated April 16, 2007 (also referred to
as "AGL of Delaware Agreement")
(EACH AN "AGREEMENT", AND COLLECTIVELY, THE "AGREEMENTS") (WNL AND
AGLD ARE COLLECTIVELY REFERRED TO HEREINAFTER AS THE "MERGED
COMPANIES")
Dear Fund Partner:
Effective December 8, 2009, AGL of Delaware changed its name from AIG Life
Insurance Company to American General Life Insurance Company of Delaware. Any
and all references in the AGL of Delaware Agreements to AIG Life Insurance
Company shall be changed to American General Life Insurance Company of Delaware
or AGL of Delaware, as appropriate.
As you may already be aware, the Merged Companies will be merging with and
into American General Life Insurance Company ("American General"), the
surviving company, effective January 1, 2013 (hereinafter referred to as the
"Merger").
Your companies and/or related trusts have agreements with each of the Merged
Companies pursuant to which a trust acted as an investment vehicle for separate
accounts established by the Merged Companies for variable universal life
insurance policies and/or variable annuity contracts (the "Contracts").
As a result of the Merger, if any of the Merged Companies was a party to the
Agreements, then all rights, duties and obligations arising under the
Agreements would be effectively assumed by American General which company will
assume the rights, duties and obligations of each of the Merged Companies
thereunder.
VALIC Company I
September 7, 2012
Page 17 of 20
To the extent applicable law and/or any of the Agreements require prior
written consent for the assignment and continuation of the Agreements, please
sign below indicating such consent to assign the rights, duties and obligations
of each of the Merged Companies to American General. To the extent applicable,
your signature below is deemed consent to an effective date of January 1, 2013
for any of the Agreement(s) providing for the payment of fees pursuant to Rule
12b-1 of the Investment Company Act of 1940, as amended, under the terms of
such agreement(s). The foregoing shall not affect any existing obligation to
pay such fees through December 31, 2012 or subsequent to the new effective date.
Except to the extent amended by this letter agreement, the Agreements shall
remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. This letter may be signed in
counterparts, all of which, taken together, are deemed to be an original.
Signatures may be sent via facsimile or e-mail.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
WESTERN NATIONAL LIFE INSURANCE COMPANY
By: _____________________________
Name:
Title:
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: _____________________________ By: _____________________________
Name: Name:
Title: Title:
VALIC Company I
September 7, 2012
Page 18 of 20
CONSENTED TO, ACKNOWLEDGED AND AGREED:
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By: _____________________________
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
VALIC COMPANY I
By: _____________________________
Name: Xxxx X. Xxxxxxxx
Title: President
Exhibit (8)(v)
September 7, 2012
Xxxx X. Xxxxxx, Esq.
VALIC Company I
0000 Xxxxx Xxxxxxx, X0
Xxxxxxx, XX 00000
Re: (1) Participation Agreement between Western National Life Insurance
Company ("WNL"), VALIC Company II ('Fund Partner"), The Variable
Annuity Life Insurance Company and American General Distributors,
Inc. dated March 12, 2010, as amended
(2) Information Sharing and Restricted Trading Agreement between WNL
and VALIC Company II dated April 16, 2007
(EACH AN "AGREEMENT", AND COLLECTIVELY, THE "AGREEMENTS") (WNL IS
REFERRED TO HEREINAFTER AS THE "MERGED COMPANY")
Dear Fund Partner:
As you may already be aware, the Merged Company will be merging with and
into American General Life Insurance Company ("American General"), the
surviving company, effective January 1, 2013 (hereinafter referred to as the
"Merger").
Your companies and/or related trusts have agreements with the Merged Company
pursuant to which a trust acted as an investment vehicle for separate accounts
established by the Merged Company for variable universal life insurance
policies and/or variable annuity contracts (the "Contracts").
As a result of the Merger, if the Merged Company was a party to the
Agreements, then all rights, duties and obligations arising under the
Agreements would be effectively assumed by American General which company will
assume the rights, duties and obligations of the Merged Company thereunder.
To the extent applicable law and/or any of the Agreements require prior
written consent for the assignment and continuation of the Agreements, please
sign below indicating such consent to assign the rights, duties and obligations
of the Merged Company to American General. To the extent applicable, your
signature below is deemed consent to an effective date of January 1, 2013 for
any of the Agreement(s) providing for the payment of fees pursuant to Rule
12b-1 of the Investment Company Act of 1940, as amended, under the terms of
such agreement(s). The foregoing shall not affect any existing obligation to
pay such fees through December 31, 2012 or subsequent to the new effective date.
Except to the extent amended by this letter agreement, the Agreements shall
remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. This letter may be signed in
counterparts, all of which, taken together, are deemed to be
VALIC Company I
September 7, 2012
Page 20 of 20
an original. Signatures may be sent via facsimile or e-mail.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
WESTERN NATIONAL LIFE INSURANCE COMPANY
By: _____________________________
Name:
Title:
AMERICAN GENERAL LIFE INSURANCE COMPANY
By: _____________________________
Name:
Title:
CONSENTED TO, ACKNOWLEDGED AND AGREED:
AMERICAN GENERAL DISTRIBUTORS INC.
By: _____________________________
Name: Xxxx X. Xxxxxxxx
Title: President
THE VARIABLE ANNUITY LIFE VALIC COMPANY I
INSURANCE COMPANY
By: _____________________________ By: _____________________________
Name: Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President Title: President
