EXHIBIT (8)(h)(iii)
[LOGO] American General
Life Companies
December ___, 2010
Xxx Xxx VIP Trust
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Re: (1) Participation Agreement dated May 1, 1995 between American
International Life Assurance Company of New York ("AI Life"), Xxx Xxx
Worldwide Insurance Trust ("Xxx Xxx Trust") and Xxx Xxx Securities
Corporation ("Participation Agreement")
(2) Administrative and Shareholder Services Letter Agreement dated
February 5, 1998 between AI Life, AIG Life Insurance Company ("AIG
Life"), Xxx Xxx Trust and Xxx Xxx Associates Corporation ("Servicing
Agreement")
(3) Rule 22c-2 Information Sharing and Restricted Trading Agreement dated
April 16, 2007 between Xxx Xxx Securities Corporation, AIG Life and AI
Life ("Rule 22c-2 Agreement") (the Participation Agreement, Servicing
Agreement and Rule 22c-2 Agreement are collectively referred to
hereinafter as the "Agreements")
Dear Fund Partner:
AI Life wishes to request your consent and agreement to the following
assignments or amendments to the Agreements: (i) the assignment of the
Agreements from AI Life to The United States Life Insurance Company in the City
of New York ("USL"), an affiliate of AI Life, (ii) amend and restate Schedule A
to the Participation Agreement to add additional variable annuity contracts,
(iii) amend and restate Exhibit A to the Servicing Agreement to update the Xxx
Xxx Trust series and fees, and (iv) replace references to New York Stock
Exchange or NYSE and/or National Association of Securities Dealers, Inc. or NASD
in the Participation Agreement and/or Servicing Agreement with the Financial
Industry Regulatory Authority or FINRA, as appropriate.
As you may already be aware, AI Life will be merging with and into The
United States Life Insurance Company in the City of New York ("USL"), the
surviving company, effective December 31, 2010 (hereinafter referred to as the
"Merger").
Your fund trust company has agreements with AI Life pursuant to which the
trust has acted as an investment vehicle for separate accounts established by AI
Life for variable life insurance policies and variable annuity contracts (the
"Contracts").
As a result of the Merger, all rights, duties and obligations arising under
the Agreements will be effectively assigned to USL, which will assume the
rights, duties and obligations of AI Life thereunder.
AMERICAN GENERAL LIFE COMPANIES, LLC
0000 Xxxxx Xxxxxxx, X00-00 . Houston, TX 77019
Pursuant to Section 12.8 of the Participation Agreement, AI Life hereby
requests your consent to the assignment of its rights, duties and obligations
under such agreement to USL. AI Life also requests your consent to the
assignment of the rights, duties and obligations of AI Life under the Servicing
Agreement and Rule 22c-2 Agreement to USL. Please indicate your consent to these
assignments by signing below. The consent to the assignments will be effective
December 31, 2010.
AIG Life is a party to the Servicing Agreement and Rule 22c-2 Agreement,
however, its rights, duties and obligations under such agreements are unaffected
by the Merger. Effective December 8, 2009, AIG Life changed its name to American
General Life Insurance Company of Delaware.
Schedule A to the Participation Agreement, a revised copy of which is
attached hereto, is also hereby amended and restated to add additional
contracts.
Exhibit A to the Servicing Agreement, a revised copy of which is attached
hereto, is hereby amended and restated to update the series of the Xxx Xxx Trust
offered as investment media to the variable life and annuity contracts and the
fees in recognition of services provided by AI Life and administrative cost
savings resulting therefrom.
The New York Stock Exchange and National Association of Securities Dealers,
Inc. have been consolidated into a new self-regulatory body called Financial
Industry Regulatory Authority. Any and all references in the Participation
Agreement and/or Servicing Agreement to New York Stock Exchange or NYSE and
National Association of Securities Dealers, Inc. or NASD in the Agreement shall
be changed to Financial Industry Regulatory Authority or FINRA, as appropriate.
To the extent that provisions of the Agreements and this Consent and
Amendment are in conflict, the terms of this Consent and Amendment shall
control. Except to the extent amended by this Consent and Amendment, the
Agreements shall remain unchanged and in full force and effect, and are hereby
ratified and confirmed in all respects as amended hereby.
AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK
ATTEST:
By: By:
---------------------------------- -----------------------------------
THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK
ATTEST:
By: By:
---------------------------------- -----------------------------------
AMERICAN GENERAL LIFE INSURANCE
COMPANY OF DELAWARE (formerly AIG Life
Insurance Company)
ATTEST:
By: By:
---------------------------------- -----------------------------------
Consented to, Acknowledged and Agreed:
XXX XXX VIP TRUST (Formerly Xxx Xxx Worldwide Insurance Trust)
By:
----------------------------------
Name:
Title:
XXX XXX SECURITIES CORPORATION
By:
----------------------------------
Name:
Title:
XXX XXX ASSOCIATES CORPORATION
By:
----------------------------------
Name:
Title:
SCHEDULE A TO THE
PARTICIPATION AGREEMENT
DATED AS OF MAY 1, 1995
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
NAME OF SEPARATE ACCOUNT AND DATE POLICY FORM NUMBERS OF CONTRACTS BY
ESTABLISHED BY BOARD OF DIRECTORS SEPARATE ACCOUNT
-------------------------------------- ---------------------------------------
Separate Account A 45649-4/87, 21VAN0896NY and 21GVAN897NY
(June 5, 1986) (Profile Single Premium Variable
Annuity Contract)
45649-4/87, 21VAN0896NY and 21GVAN897NY
(Profile Flexible Premium Variable
Annuity Contract)
Separate Account B 2VUL1294 (Individual Variable
(June 5, 1986) Universal Life Insurance Policy)
EXHIBIT A TO THE
ADMINISTRATIVE AND SHAREHOLDER SERVICES LETTER AGREEMENT
DATED FEBRUARY 5, 1998
SERIES OF THE XXX XXX VIP TRUST AND FEES
SERIES OF THE XXX XXX VIP TRUST FEES
--------------------------------------- ----
Emerging Markets Fund - Initial Class ____%
Global Hard Assets Fund - Initial Class ____%
