EXHIBIT (h)(12)(c)
[LOGO] American General
Life Companies
December 9, 2010
The Universal Institutional Funds, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: (1) Participation Agreement, dated as of May 15, 1998, among
American International Life Assurance Company of New York ("AI
Life"), The Universal Institutional Funds, Inc. (formerly
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Universal Funds, Inc.) ("UIF"), and ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Investment Management Inc. (formerly ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Asset Management Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP)
("MSIM") ("Participation Agreement");
(2) Letter Agreement, dated May 1, 2000, between MSIM and AI Life
("Fee Letter"); and
(3) Rule 22c-2 Information Sharing and Restricted Trading
Agreement, dated April 16, 2007, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Distribution, Inc. and AI Life ("Rule 22c-2 Agreement")
(Participation Agreement, Fee Letter and Rule 22c-2 Agreement
are collectively referred to hereinafter as the "Agreements")
Dear Fund Partner:
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").
Pursuant to the above-referenced Participation Agreement, certain UIF
Portfolios have acted as investment vehicles 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.
Pursuant to Article 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 Fee Letter
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. In all other respects, the Agreements shall remain unchanged
and in full force and effect, and are hereby ratified and confirmed in all
respects as amended hereby.
If you have any questions regarding this matter, please contact
_____________ at _________ or_________ at ___________.
AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK
ATTEST:
By: By:
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THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK
ATTEST:
By: By:
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CONSENTED TO, ACKNOWLEDGED AND AGREED:
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THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
By:
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DISTRIBUTION, INC.
By:
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT INC.
By:
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AMERICAN GENERAL LIFE COMPANIES, LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇-▇▇ . Houston, TX 77019
