EXHIBIT (h)(11)(a)
AMENDED AND RESTATED FUND PARTICIPATION AGREEMENT
THIS AGREEMENT is executed as of ______ 2011, and effective as of ______
2011, by and among BLACKROCK VARIABLE SERIES FUNDS, INC. an open-end management
investment company organized as a Maryland corporation (the "Fund"), BLACKROCK
INVESTMENTS, LLC ("BRIL"), a broker-dealer registered as such under the
Securities Exchange Act of 1934, as amended (the "Underwriter"), and the
following life insurance companies organized under the laws of the states or
jurisdictions as indicated below, on behalf of the Company (as defined below)
and on behalf of each separate account of the Company set forth on Schedule A,
as may be amended from time to time (the "Accounts"):
AMERICAN GENERAL LIFE INSURANCE COMPANY ("AGL") (Texas)
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE ("AGLD") (Delaware)
(formerly known as AIG Life Insurance Company)
THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK ("USL") (New
York)
(on behalf of itself and as the successor to American International Life
Assurance Company of New York ("AIL") pursuant to its merger with and into USL
effective December 31, 2010)
(AGL, AGLD and USL collectively referred to hereinafter as the "Company")
W I T N E S S E T H:
WHEREAS, the Fund has filed a registration statement with the Securities and
Exchange Commission ("SEC") to register itself as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and to register the offer and sale of its shares under the
Securities Act of 1933, as amended (the "1933 Act"); and
WHEREAS, the Fund desires to act as an investment vehicle for separate
accounts established for variable life insurance policies and variable annuity
contracts to be offered by insurance companies that have entered into
participation agreements with the Fund (the "Participating Insurance
Companies"); and
WHEREAS, the Underwriter is registered as a broker-dealer with the SEC under
the Securities Exchange Act of 1934, as amended (the "1934 Act"), is a member
in good standing of the Financial Industry Regulatory Authority ("FINRA") and
acts as principal underwriter of the shares of the Fund; and
WHEREAS, the capital stock of the Fund is divided into several series of
shares, each series representing an interest in a particular managed portfolio
of securities and other assets; and
WHEREAS, the several series of shares of the Fund offered by the Fund to the
Company and the Accounts are set forth on Schedule B attached hereto (each, a
"Portfolio," and, collectively, the "Portfolios"); and
WHEREAS, the Fund has received an order from the SEC granting Participating
Insurance Companies and their separate accounts exemptions from the provisions
of sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act, and rules 6e-2(b)(15)
and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the
Fund to be sold to and held by variable annuity and variable life insurance
separate accounts of both affiliated and unaffiliated life insurance companies
(the "Shared Fund Exemptive Order"); and
1
WHEREAS, BlackRock Advisors, LLC ("BAL") is duly registered as an investment
adviser under the Investment Advisers Act of 1940, as amended, and is the
Funds' investment adviser; and
WHEREAS, the Company has registered or will register under the 1933 Act
certain variable life insurance policies and/or variable annuity contracts
funded or to be funded through one or more of the Accounts (the "Contracts"),
unless such Contracts are exempt from registration thereunder; and
WHEREAS, the Company also intends to offer certain Contracts as specified on
Schedule A which will not be registered under the 1933 Act or any other federal
or state securities law, and which will be sold only to qualified investors as
a private placement variable annuity contract or a private placement variable
life insurance policy; and
WHEREAS, the Company has registered or will register each Account as a unit
investment trust under the 1940 Act, unless such Account is exempt from
registration thereunder; and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in one or more of the
Portfolios (the "Shares") on behalf of the Accounts to fund the Contracts, and
the Fund intends to sell such Shares to the relevant Accounts at such Shares'
net asset value.
NOW, THEREFORE, in consideration of their mutual promises, the parties agree
as follows:
ARTICLE 1
SALE OF THE FUND SHARES
1.1 Subject to Section 1.3, the Fund shall make shares of the Portfolios
available to the Accounts at the most recent net asset value provided to the
Company prior to receipt of such purchase order by the Fund (or the Fund's
transfer agent), in accordance with the operational procedures mutually agreed
to by the Fund and the Company from time to time and the provisions of the then
current prospectus of the Portfolios. Shares of a particular Portfolio of the
Fund shall be ordered in such quantities and at such times as determined by the
Company to be necessary to meet the requirements of the Contracts. The
Directors of the Fund (the "Directors") may refuse to sell shares of any
Portfolio to any person (including the Company and the Accounts), or suspend or
terminate the offering of shares of any Portfolio, if such action is required
by law or by regulatory authorities having jurisdiction in their sole
discretion when acting in good faith and in light of their fiduciary duties
under federal and any applicable state laws, if they deem such actions
necessary in the best interests of the shareholders of such Portfolio.
1.2 NSCC Fund/SERV system or Manual transactions:
Fund/SERV Transactions. If the parties choose to use the National
Securities Clearing Corporation's Mutual Fund Settlement, Entry and
Registration Verification ("Fund/SERV") system, any corrections to a Fund's
prices for the prior trade date will be submitted through the Mutual Fund
Profile with the correct prices and applicable date. If the corrections are
dated later than trade date plus one, a facsimile should be sent in addition
to the Mutual Fund Profile submission; or
Manual Transactions. If the parties choose not to use Fund/SERV, if there
are technical problems with Fund/SERV, or if the parties are not able to
transmit or receive information through Fund/SERV, any corrections to a
Fund's prices should be communicated by facsimile or by electronic
transmission, and will include for each day on which an adjustment has
occurred the incorrect Fund price, the correct price, and, to the extent
communicated to Fund shareholders, the reason for the adjustment.
2
Purchases and Redemption Orders; Settlement of Transactions and Method of
Communication.
Fund/SERV Transactions. If the parties choose to use Fund/SERV, the
following provisions shall apply:
The Company and the Fund or its designee will be bound by the rules of the
NSCC. Without limiting the generality of the following provisions of this
section, the Company and the Fund or its designee each will perform any and all
duties, functions, procedures and responsibilities assigned to it and as
otherwise established by the NSCC applicable to Fund/SERV and the Networking
Matrix Level utilized.
Any information transmitted through NSCC's Networking system by any party to
the other and pursuant to this amendment will be accurate, complete, and in the
format prescribed by the NSCC. Each party will adopt, implement and maintain
procedures reasonably designed to ensure the accuracy of all transmissions
through Networking and to limit the access to, and the inputting of data into,
Networking to persons specifically authorized by such party.
On each Business Day, the Company shall aggregate and calculate the net
purchase and redemption orders for each Account received by the Company prior
to the Close of Trading on each Business Day. The Company shall communicate to
the Fund or its designee for that Business Day, by Fund/SERV, the net aggregate
purchase or redemption orders (if any) for each Account received by the Close
of Trading on such Business Day (the "Trade Date") no later than 5:00 a.m.
Eastern Time on the Business Day following the Trade Date. All orders received
by the Company after the Close of Trading on a Business Day shall not be
transmitted to NSCC prior to the following Business Day. The Fund or its
designee shall treat all trades communicated to the Fund or its designee in
accordance with this provision as if received prior to the Close of Trading on
the Trade Date.
All orders are subject to acceptance by the Fund or its designee and become
effective only upon confirmation by the Fund or its designee. Upon
confirmation, the Fund or its designee will verify total purchases and
redemptions and the closing share position for each Account. In the case of
delayed settlement, the Fund or its designee shall make arrangements for the
settlement of redemptions by wire no later than the time permitted for
settlement of redemption orders by the Investment Company Act of 1940, as
amended (the "1940 Act"). Such wires should be sent to:
[ ]
ABA#:
Account Title:
Account No.:
Reference:
Manual Transactions. If the parties choose not to use Fund/SERV, if there
are technical problems with Fund/SERV, or if the parties are not able to
transmit or receive information through Fund/SERV, the following provisions
shall apply:
Next Day Transmission of Orders. On each Business Day, the Company shall
aggregate and calculate the net purchase and redemption orders for each
Account received by the Company prior to the Close of Trading on such
Business Day. Prior to 8:30 a.m. Eastern Time (or such other time as may be
agreed by the parties from time to time) on the next following Business Day,
the Company shall communicate to the Fund or its designee by facsimile or,
in the Company's discretion, by telephone or any other method agreed upon by
the parties, the net aggregate
3
purchase or redemption orders (if any) for each Account received by the
Close of Trading on the prior Business Day (the "Trade Date"). All orders
communicated to the Fund or its designee by the 8:30 a.m. deadline (or such
other time as may be agreed by the parties from time to time) shall be
treated by the Fund or its designee as if received prior to the Close of
Trading on the Trade Date.
Purchases. The Company will use its best efforts to transmit each
purchase order to the Fund or its designee in accordance with written
instructions previously provided by the Fund or its designee to the Company.
The Company will use its best efforts to initiate by wire transfer to BDI or
its designee purchase amounts prior to 1:00 p.m. Eastern Time on the next
Business Day following the Trade Date.
Redemptions. With respect to redemption orders placed by the Company by
8:30 a.m. Eastern Time (or such other time as may be agreed by the parties
from time to time) on the first Business Day following the Trade Date, the
Fund or its designee will use its best efforts to initiate by wire transfer
to the Company proceeds of such redemptions by 1:00 p.m. Eastern Time on the
next Business Day following the Trade Date.
Unless otherwise informed in writing, redemption wires should be sent to:
[ ]
ABA#:
Account Title:
Account No.:
Reference:
1.3 Subject to Section 1.3, the Fund will redeem any full or fractional
shares of any Portfolio when requested by the Company on behalf of an Account
at the most recent net asset value provided to the Company prior to receipt by
the Fund (or the Fund's transfer agent) of the request for redemption, as
established in accordance with the operational procedures mutually agreed to by
the Fund and the Company from time to time and the provisions of the then
current prospectus of the Portfolios. The Fund shall make payment for such
shares in accordance with Section 1.4, but in no event shall payment be delayed
for a greater period than is permitted by the 1940 Act (including any Rule or
order of the SEC thereunder).
1.4 (a) The Company will not aggregate orders received from its Contract
holders after close of the New York Stock Exchange (generally, 4:00 p.m.
Eastern Time) ("Market Close") with orders received before Market Close, and
warrants that its internal control structure concerning the processing and
transmission of orders is suitably designed to prevent or detect on a timely
basis orders received after Market Close from being aggregated with orders
received before Market Close and to minimize errors that could result in late
transmission of orders. Orders received by Company before Market Close will
receive that day's net asset value and Orders received by Company after Market
Close will receive the next day's net asset value.
(b) The Fund shall accept purchase and redemption orders resulting from
investment in and payments under the Contracts on each Business Day, provided
that such orders are received prior to 9:00 a.m. Eastern Time and reflect
instructions received by the Company from Contract holders in good order prior
to the time the net asset value of each Portfolio is priced in accordance with
the preceding paragraph and the Fund's prospectus on the prior Business Day.
"Business Day" shall mean any day on which the New York Stock Exchange is open
for trading and on which the Fund calculates its net asset value pursuant to
the rules of the SEC. Purchase and redemption orders shall be provided by the
Company in such written or electronic form (including, without limitation,
facsimile) as may be mutually acceptable to the Company and the Fund. The Fund
may reject purchase and redemption orders which are not in the form prescribed
in the Fund's prospectus or statement of
4
additional information. In the event that the Company and the Fund agree to use
a form of written or electronic communication which is not capable of recording
the time, date and recipient of any communication and confirming good
transmission, the Company agrees that it shall be responsible for confirming
that any communication sent by the Company was in fact received by the Fund or
its designee, in proper form and in accordance with the terms of this
Agreement. The Fund and its agents or designees shall be entitled to rely upon,
and shall be fully protected from all liability in acting upon, the
instructions of the authorized individuals.
1.5 Purchase orders that are transmitted to the Fund or its designee in
accordance with Section 1.3 shall be paid for no later than the end of the
Business Day after the Fund or its designee receives notice of the order.
Payments shall be made in federal funds transmitted by wire. In the event that
the Company shall fail to pay in a timely manner for any purchase order validly
received by the Fund or its designee pursuant to Section 1.3, the Company shall
hold the Fund or its designee harmless from any losses reasonably sustained by
the Fund or its designee as the result of acting in reliance on such purchase
order. Redemption orders that are transmitted to the Fund or its designee in
accordance with Section 1.3 shall be paid for no later than the end of the
Business Day after the Fund receives notice of the order. Payments shall be
made in federal funds transmitted by wire. In the event that the Fund or its
designee shall fail to pay in a timely manner for any redemption order pursuant
to Section 1.3, the Fund or its designee shall hold the Company harmless from
any losses reasonably sustained by the Company as the result of acting in
reliance on such redemption order.
1.6 Issuance and transfer of shares of the Portfolios will be by book entry
only. Share certificates will not be issued to the Company or the Account.
Shares ordered from the Fund will be recorded in the appropriate title for each
Account or the appropriate sub-account of each Account.
1.7 The Fund or its designee shall furnish prompt written notice to the
Company of any income, dividends or capital gain distribution payable on
Shares. The Company hereby elects to receive all such income dividends and
capital gain distributions as are payable on a Portfolio's Shares in additional
Shares of that Portfolio. The Fund shall notify the Company in writing of the
number of Shares so issued as payment of such dividends and distributions.
1.8 The Fund shall make the net asset value per share for each Portfolio
available to the Company on a daily basis as soon as reasonably practical after
the net asset value per share is calculated and shall use its best efforts to
make such net asset value per share available by 7:00 p.m. Eastern Time. If the
Fund provides materially incorrect share net asset value information, it shall
make an adjustment to the number of shares purchased or redeemed for any
affected Account to reflect the correct net asset value per share. Any material
error in the calculation or reporting of net asset value per share, dividend or
capital gains information shall be reported promptly in writing upon discovery
to the Company.
1.9 The Company agrees that it will not take any action to operate an
Account as a management investment company under the 1940 Act without the
Fund's and the Underwriter's prior written consent.
1.10 The Fund agrees that its Shares will be sold only to Participating
Insurance Companies and their separate accounts. No Shares of any Portfolio
will be sold directly to the general public. The Company agrees that Shares
will be used only for the purposes of funding the Contracts and Accounts listed
in Schedule A, as amended from time to time.
1.11 The Fund agrees that all Participating Insurance Companies shall have
the obligations and responsibilities regarding conflicts of interest
corresponding to those contained in Article 4 of this Agreement.
5
ARTICLE 2
OBLIGATIONS OF THE PARTIES
2.1 The Fund shall prepare and be responsible for filing with the SEC and
any state securities regulators requiring such filing, all shareholder reports,
notices, proxy materials (or similar materials such as voting instruction
solicitation materials), prospectuses and statements of additional information
of the Fund required to be so filed. The Fund shall bear the costs of
registration and qualification of its Shares, preparation and filing of the
documents listed in this Section 2.1 and all taxes to which an issuer is
subject on the issuance and transfer of its Shares.
2.2 At least annually, the Underwriter or its designee shall provide the
Company, free of charge, with as many copies of the current prospectus
(describing only the Portfolios listed in Schedule B hereto) for the Shares as
the Company may reasonably request for distribution to existing Contract owners
whose Contracts are funded by such Shares. The Underwriter or its designee
shall provide the Company, at the Company's expense, with as many copies of the
current prospectus for the Shares as the Company may reasonably require for
distribution to prospective purchasers of Contracts. If requested by the
Company in lieu thereof, the Underwriter or its designee shall provide such
documentation (including a "camera ready" copy of the new prospectus as set in
type or, at the request of the Company, a diskette in the form sent to the
financial printer) and other assistance as is reasonably necessary in order for
the parties hereto once each year (or more frequently if the prospectus for the
Shares is supplemented or amended) to have the prospectus for the Shares
conform to the Company's Contract prospectuses or related materials; the
expenses of such printing to be borne by the Company. In the event that the
Company requests that the Underwriter or its designee provide the prospectus in
a "camera ready" or diskette format, the Underwriter shall be responsible
solely for providing the prospectus in the format in which it is accustomed to
formatting prospectuses and shall bear the expense of providing the prospectus
in such format, and the Company shall bear the expense of adjusting or changing
the format to conform with any of its Contract prospectuses or related
materials.
2.3 The prospectus for the Shares shall state that the statement of
additional information for the Shares is available from the Fund or its
designee. The Fund or its designee, at its expense, shall print and provide
such statement of additional information to the Company (or a master of such
statement suitable for duplication by the Company) for distribution to any
owner of a Contract funded by the Shares. The Fund or its designee, at the
Company's expense, shall print and provide such statement to the Company (or a
master of such statement suitable for duplication by the Company) for
distribution to a prospective purchaser who requests such statement.
2.4 The Underwriter or its designee shall provide the Company free of charge
copies, if and to the extent applicable to the Shares, of the Fund's proxy
materials, reports to shareholders and other communications to shareholders in
such quantity as the Company shall reasonably request for distribution to
Contract owners.
2.5 With respect to any prospectus, shareholder report or proxy solicitation
materials that concern solely the Fund and no other investment vehicle funding
the Accounts, the Fund shall pay for the Company's postage costs in connection
with mailing such materials to existing Contract owners. With respect to any
prospectus, shareholder report or proxy solicitation materials that concern the
Fund together with other investment vehicles funding the Accounts, the Fund
shall pay a proportionate amount of the Company's postage costs, based on the
percentage of such Account's overall assets that are invested in the Fund, in
connection with mailing such materials to existing Contract owners.
6
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its
designee, a copy of language that would be used in any prospectus or private
placement memorandum ("PPM") for the Contracts or statement of additional
information for the Contracts in which the Fund, the Underwriter or BAL ("Fund
Parties") is named prior to the filing of such document with the SEC. Upon
request, the Company shall furnish, or shall cause to be furnished, to the Fund
or its designee, each piece of sales literature or other promotional material
in which the Fund, the Underwriter or BAL is named, at least ten Business Days
prior to its use. No such prospectus or PPM, statement of additional
information or material shall be used if any of the Fund Parties reasonably
objects to such use.
2.7 At the reasonable request of the Fund or its designee, the Company shall
furnish, or shall cause to be furnished, as soon as practical, to the Fund or
its designee copies of the following reports:
(a)the Company's annual financial report (prepared under generally accepted
accounting principles ("GAAP", if any);
(b)the Company's quarterly statements, if any;
(c)any financial statement, proxy statement, notice or report of the
Company sent to policyholders; and
(d)any registration statement (without exhibits) and financial reports of
the Company filed with any state insurance regulator.
2.8 The Company shall not give any information or make any representations
or statements on behalf of the Fund or Underwriter or concerning the Fund, the
Underwriter or BAL in connection with the Contracts other than information or
representations contained in and accurately derived from the registration
statement or prospectus for the Shares (as such registration statement and
prospectus may be amended or supplemented from time to time), reports of the
Fund, Fund-sponsored proxy statements, or in sales literature or other
promotional material approved by the Fund or Underwriter, except with the
written permission of the Fund or Underwriter.
2.9 Neither the Fund nor the Underwriter shall give any information or make
any representations or statements on behalf of the Company or concerning the
Company, the Accounts or the Contracts other than information or
representations contained in and accurately derived from the registration
statements or Contract prospectuses (as such registration statements or
Contract prospectuses may by amended or supplemented from time to time), except
with the written permission of the Company.
2.10 The Company shall register and qualify the Contracts for sale to the
extent required by applicable law. The Company shall amend the registration
statement of the Contracts under the 1933 Act and registration statement for
each Account under the 1940 Act from time to time as required in order to
effect the continuous offering of the Contracts or as may otherwise be required
by applicable law. The Company shall register and qualify the Contracts for
sale to the extent required by applicable securities laws and insurance laws of
the various states.
2.11 Solely with respect to Contracts and Accounts that are subject to the
1940 Act, so long as, and to the extent that the SEC interprets the 1940 Act to
require pass-through voting privileges for variable Contract holders: (a) the
Company will provide pass-through voting privileges to owners of Contracts
whose cash values are invested, through the Accounts, in Shares of the Fund;
(b) the Fund shall require all Participating Insurance Companies to calculate
voting privileges in the same manner and the Company shall be responsible for
assuring that the Accounts calculate voting
7
privileges in the manner established by the Fund; (c) with respect to each
Account, the Company will vote Shares of the Fund held by the Account and for
which no timely voting instructions from Contract or Contract holders are
received, as well as Shares held by the Account that are owned by the Company
for their general accounts, in the same proportion as the Company votes Shares
held by the Account for which timely voting instructions are received from
Contract owners; and (d) the Company and its agents will in no way recommend or
oppose or interfere with the solicitation of proxies for Fund Shares held by
Contract owners without the prior written consent of the Fund, which consent
may be withheld in the Fund's sole discretion.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1 The Company represents and warrants that it is an insurance company duly
organized and in good standing under the laws of the States of Texas, Delaware
and New York, with full power, authority and legal right to execute, deliver
and perform its duties and comply with its obligations under this Agreement and
has established each Account as a separate account under such law and the
Accounts comply in all material respects with all applicable federal and state
regulations.
3.2 The Company represents and warrants that each Account either (i) has
been registered or, prior to any issuance or sale of the Contracts, will be
registered as a unit investment trust under the 1940 Act or (ii) has not been
so registered in proper reliance upon an exemption from registration under
Section 3(c) of the 1940 Act; if the Account is exempt from registration as an
investment company under Section 3(c) of the 1940 Act, you will use your best
efforts to maintain such exemption and will notify us immediately upon having a
reasonable basis for believing that such exemption no longer applies or might
not apply in the future.
3.3 The Company represents and warrants that the Contracts (i) are or, prior
to any issuance or sale, will be registered as securities under the 1933 Act or
(ii) are not registered because they are properly exempt from registration
under Section 3(a)(2) of the 1933 Act or will be offered exclusively in
transactions that are properly exempt from registration under Section 4(2) or
Regulation D of the 1933 Act, in which case you will make every effort to
maintain such exemption and will notify us immediately upon having a reasonable
basis for believing that such exemption no longer applies or might not apply in
the future. The Company further represents and warrants that the Contracts will
be issued and sold in compliance in all material respects with all applicable
federal and state laws.
3.4 The Company represents and warrants that the Contracts are currently and
at the time of issuance will be treated as annuity contracts or life insurance
policies, whichever is appropriate, under applicable provisions of the Internal
Revenue Code of 1986, as amended ("Code"). The Company shall make every effort
to maintain such treatment and shall notify the Fund and the Underwriter
immediately upon having a reasonable basis for believing that the Contracts
have ceased to be so treated or that they might not be so treated in the future.
3.5 The Fund represents and warrants that it is duly organized and validly
existing under the laws of the State of Maryland.
3.6 The Fund represents and warrants that the Fund Shares offered and sold
pursuant to this Agreement will be registered under the 1933 Act and the Fund
is registered under the 0000 Xxx. The Fund shall amend its registration
statement under the 1933 Act and the 1940 Act from time to time as required in
order to effect the continuous offering of its shares. If the Fund determines
that notice filings are appropriate, the Fund shall use its best efforts to
make such notice filings in accordance with the laws of such jurisdictions
reasonably requested by the Company.
8
3.7 The Fund has adopted a Distribution Plan (the "Plan") with regard to the
Class II and Class III shares of each Portfolio, pursuant to Rule 12b-1 under
the Investment Company Act. The Plan permits the Underwriter to pay to each
Insurance Company that enters into an agreement with the Underwriter to provide
distribution related services to Contract owners, a fee, at the end of each
month, of up to 0.15% of the net asset value of the Class II shares and up to
0.25% of the net asset value of Class III shares of each Portfolio held by such
Insurance Company. The Company agrees to waive the payment of any such
distribution fee unless and until Underwriter has received such fees from the
Fund.
3.8 The Fund represents that it will comply and maintain each Portfolio's
compliance with the diversification requirements set forth in Section 817(h) of
the Code and Section 1.817-5 of the regulations under the Code. The Fund will
notify the Company immediately upon having a reasonable basis for believing
that a Portfolio has ceased to so comply or that a Portfolio might not so
comply in the future. In the event of a breach of this Section 3.6 by the Fund,
it will take all reasonable steps to adequately diversify the Portfolio so as
to achieve compliance within the grace period afforded by Section 1.817-5 of
the regulations under the Code.
3.9 The Fund represents and warrants that each Portfolio is currently
qualified as a regulated investment company ("RIC") under Subchapter M of the
Code, and represents that it will use its best efforts to qualify and to
maintain qualification of each Portfolio as a RIC. The Fund will notify the
Company immediately in writing upon having a reasonable basis for believing
that a Portfolio has ceased to so qualify or that it might not so qualify in
the future.
3.10 The Company hereby certifies that it has established and maintains an
anti-money laundering ("AML") program that includes written policies,
procedures and internal controls reasonably designed to identify its Contract
holders and has undertaken appropriate due diligence efforts to "know its
customers" in accordance with all applicable anti-money laundering regulations
in its jurisdiction including, but not limited to, the USA PATRIOT Act of 0000
(xxx "Xxxxxxx Xxx"). The Company further confirms that it will monitor for
suspicious activity in accordance with the requirements of the Patriot Act and
any other applicable regulations. The Company agrees to provide the Fund with
such information as it may reasonably request, including but not limited to,
the filling out of questionnaires, attestations and other documents, to enable
the Fund to fulfill its obligations under the Patriot Act, and, upon its
request, to file a notice pursuant to Section 314 of the Patriot Act and the
implementing regulations related thereto to permit the voluntary sharing of
information between the parties hereto. Upon filing such a notice the Company
agrees to forward a copy to the Fund, and further agrees to comply with all
requirements under the Patriot Act and implementing regulations concerning the
use, disclosure, and security of any information that is shared.
3.11 The Company acknowledges and agrees that it is the responsibility of
the Company to determine investment restrictions under state insurance law
applicable to any Portfolio, and that the Fund shall bear no responsibility to
the Company, for any such determination or the correctness of such
determination. The Company has determined that the investment restrictions set
forth in the current Fund Prospectus are sufficient to comply with all
investment restrictions under state insurance laws that are currently
applicable to the Portfolios as a result of the Accounts' investment therein.
The Company shall inform the Fund of any additional investment restrictions
imposed by state insurance law after the date of this agreement that may become
applicable to the Fund or any Portfolio from time to time as a result of the
Accounts' investment therein. Upon receipt of any such information from the
Company, the Fund shall determine whether it is in the best interests of
shareholders to comply with any such restrictions. If the Fund determines that
it is not in the best interests of shareholders to comply with a restriction
determined to be applicable by the Company,
9
the Fund shall so inform the Company, and the Fund and the Company shall
discuss alternative accommodations in the circumstances.
3.12 The Company represents and warrants that each Account is a "segregated
asset account" and that interests in each Account are offered exclusively
through the purchase of or transfer into a "variable contract," within the
meaning of such terms under Section 817 of the Code and the regulations
thereunder. The Company will use its best efforts to continue to meet such
definitional requirements, and it will notify the Fund immediately upon having
a reasonable basis for believing that such requirements have ceased to be met
or that they might not be met in the future.
ARTICLE 4
POTENTIAL CONFLICTS
4.1 The parties acknowledge that the Fund's Shares may be made available for
investment to other Participating Insurance Companies. In such event, the
Directors of the Fund will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
Participating Insurance Companies. An irreconcilable material conflict may
arise for a variety of reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretative letter, or any similar action by insurance,
tax, or securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments of
any Portfolio are being managed; (e) a difference in voting instructions given
by variable annuity contract and variable life insurance contract owners; or
(f) a decision by an insurer to disregard the voting instructions of contract
owners. The Directors shall promptly inform the Company in writing if they
determine that an irreconcilable material conflict exists and the implications
thereof.
4.2 The Company agrees to promptly report any potential or existing
conflicts of which it is aware to the Directors. The Company will assist the
Directors in carrying out their responsibilities under the Shared Fund
Exemptive Order by providing the Directors with all information reasonably
necessary for them to consider any issues raised including, but not limited to,
information as to a decision by the Company to disregard Contract owner voting
instructions.
4.3 If it is determined by a majority of the Directors, or a majority of the
Fund's Directors who are not affiliated with the Adviser or the Underwriter
(the "Disinterested Directors"), that a material irreconcilable conflict exists
that affects the interests of Contract owners, the Company shall, in
cooperation with other Participating Insurance Companies whose contract owners
are also affected, at its expense and to the extent reasonably practicable (as
determined by the Directors) take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, which steps could include:
(a) withdrawing the assets allocable to some or all of the Accounts from the
Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, or
submitting the question of whether or not such segregation should be
implemented to a vote of all affected Contracts owners and, as appropriate,
segregating the assets of any appropriate group (i.e., annuity contract owners,
life insurance contract owners, or variable contract owners of one or more
Participating Insurance Companies) that votes in favor of such segregation, or
offering to the affected Contract owners the option of making such a change;
and (b) establishing a new registered management investment company or managed
separate account.
4.4 If a material irreconcilable conflict arises because of a decision by
the Company to disregard Contract owner voting instructions and that decision
represents a minority position or
10
would preclude a majority vote, the Company may be required, at the Fund's
election, to withdraw the affected Account's investment in the Fund and
terminate this Agreement with respect to such Account; provided, however, that
such withdrawal and termination shall be limited to the extent required by the
foregoing material irreconcilable conflict as determined by a majority of the
Disinterested Directors. Any such withdrawal and termination must take place
within 30 days after the Fund gives written notice that this provision is being
implemented, subject to applicable law but in any event consistent with the
terms of the Shared Fund Exemptive Order. Until the end of such 30 day period,
the Fund shall continue to accept and implement orders by the Company for the
purchase and redemption of Shares.
4.5 If a material irreconcilable conflict arises because a particular state
insurance regulator's decision applicable to the Company conflicts with the
majority of other state regulators, then the Company will withdraw the affected
Account's investment in the Fund and terminate this Agreement with respect to
such Account within 30 days after the Fund informs the Company in writing that
it has determined that such decision has created an irreconcilable material
conflict; provided, however, that such withdrawal and termination shall be
limited to the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the Disinterested Directors. Until the
end of such 30 day period, the Fund shall continue to accept and implement
orders by the Company for the purchase and redemption of shares of the Fund.
4.6 For purposes of section 4.3 through 4.6 of this Agreement, a majority of
the Disinterested Directors shall determine whether any proposed action
adequately remedies any irreconcilable material conflict, but in no event will
the Company be required to establish a new funding medium for the Contracts if
an offer to do so has been declined by vote of a majority of Contract owners
materially adversely affected by the irreconcilable material conflict. In the
event that the Directors determine that any proposed action does not adequately
remedy any irreconcilable material conflict, then the Company will withdraw the
Account's investment in the Fund and terminate this Agreement within 30 days
after the Directors inform the Company in writing of the foregoing
determination; provided, however, that such withdrawal and termination shall be
limited to the extent required by any such material irreconcilable conflict as
determined by a majority of the Disinterested Directors.
4.7 Upon request, the Company shall submit to the Directors such reports,
materials or data as the Directors may reasonably request so that the Directors
may fully carry out the duties imposed upon them by the Shared Fund Exemptive
Order, and said reports, materials and data shall be submitted more frequently
if deemed appropriate by the Directors.
4.8 If and to the extent that (a) Rule 6e-2 and Rule 6e-3 (T) are amended,
or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the
1940 Act or the rules promulgated thereunder with respect to mixed or shared
funding (as defined in the application for the Shared Fund Exemptive Order) on
terms and conditions materially different from those contained in the
application for the Shared Fund Exemptive Order, or (b) the Shared Fund
Exemptive Order is granted on terms and conditions that differ from those set
forth in this Article 4, then the Fund and/or the Participating Insurance
Companies, as appropriate, shall take such steps as may be necessary (a) to
comply with Rules 6e-2 and 6e-3 (T), as amended, and Rule 6e-3, as adopted, to
the extent such rules are applicable, or (b) to conform this Article 4 to the
terms and conditions contained in the Shared Fund Exemptive Order, as the case
may be.
ARTICLE 5
INDEMNIFICATION
5.1 The Company agrees to indemnify and hold harmless the Fund Parties and
each of their respective Directors, officers, employees and agents and each
person, if any, who controls a
11
Fund Party within the meaning of Section 15 of the 1933 Act (collectively the
"Indemnified Parties" for purposes of this Article 5) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Company) or expenses (including the reasonable costs
of investigating or defending any alleged loss, claim, damage, liability or
expense and reasonable legal counsel fees incurred in connection therewith)
(collectively, "Losses"), to which the Indemnified Parties may become subject
under any statute or regulation, or common law or otherwise, insofar as such
Losses:
(a) arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in the prospectuses for the
Contracts or in the Contracts themselves or in sales literature generated or
approved by the Company on behalf of the Contracts or Accounts (or any
amendment or supplement to any of the foregoing) (collectively, "Company
Documents" for the purposes of this Article 5), or arise out of or are based
upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading, provided that this indemnity shall not apply as to any
Indemnified Party if such statement or omission or such alleged statement or
omission was made in reliance upon and was accurately derived from written
information furnished to the Company by or on behalf of the Fund or
Underwriter for use in Company Documents or otherwise for use in connection
with the sale of the Contracts or Shares; or
(b) arise out of or result from statements or representations (other than
statements or representations contained in and accurately derived from Fund
Documents as defined in Section 5.2(a)) or wrongful conduct of the Company
or persons under its control, with respect to the sale or acquisition of the
Contracts or Shares; or
(c) arise out of or result from any untrue statement or alleged untrue
statement of a material fact contained in Fund Documents as defined in
Section 5.2(a) or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading if such statement or omission was made in
reliance upon and accurately derived from written information furnished to
the Fund or Underwriter by or on behalf of the Company; or
(d) arise out of or result from any failure by the Company to provide the
services or furnish the materials required under the terms of this
Agreement; or
(e) arise out of or result from any material breach of any representation
and/or warranty made by the Company in this Agreement or arise out of or
result from any other material breach of this Agreement by the Company.
5.2 The Underwriter and each Fund agree severally to indemnify and hold
harmless the Company and each of its directors, officers, employees and agents
and each person, if any, who controls the Company within the meaning of
Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for
purposes of this Article 5) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
the Fund Parties) or expenses (including the reasonable costs of investigating
or defending any alleged loss, claim, damage liability or expense and
reasonable legal counsel fees incurred in connection therewith) (collectively,
"Losses"), to which the Indemnified Parties may become subject under any
statute or regulation, or at common law or otherwise, insofar as such Losses:
12
(a) arise out of or are based upon any untrue statements or alleged
untrue statement of any material fact contained in the registration
statement or prospectus for the Fund (or any amendment or supplement
thereto) (collectively, "Fund Documents" for the purposes of this Article
5), or arise out of or are based upon the omission or the alleged omission
to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, provided that this indemnity
shall not apply as to any Indemnified Party if such statement or omission or
such alleged statement or omission was made in reliance upon and was
accurately derived from written information furnished to the Fund Parties by
or on behalf of the Company for use in Fund Documents or otherwise for use
in connection with the sale of the Contracts or Shares; or
(b) arise out of or result from statements or representations (other than
statements or representations contained in and accurately derived from
Company Documents) or wrongful conduct of a Fund Party or persons under its
respective control, with respect to the sale or acquisition of the Contracts
or Shares; or
(c) arise out of or result from any untrue statement or alleged untrue
statement of a material fact contained in Company Documents or the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading if such
statement or omission was made in reliance upon and accurately derived from
written information furnished to the Company by or on behalf of the Fund
Parties; or
(d) arise out of or result from any failure by the Underwriter or the
Fund to provide the services or furnish the materials required under the
terms of this Agreement; or
(e) arise out of or result from any material breach of any representation
and/or warranty made by the Underwriter or the Fund in this Agreement or
arise out of or result from any other material breach of this Agreement by
the Underwriter or the Fund.
5.3 Neither the Company, the Underwriter nor the Fund shall be liable under
the indemnification provisions of Section 5.1 or 5.2, as applicable, with
respect to any Losses incurred or assessed against any Indemnified Party to the
extent such Losses arise out of or result from such Indemnified Party's willful
misfeasance, bad faith or gross negligence in the performance of such
Indemnified Party's duties or by reason of such Indemnified Party's reckless
disregard of obligations or duties under this Agreement.
5.4 Neither the Company, the Underwriter nor the Fund shall be liable under
the indemnification provisions of Section 5.1 or 5.2, as applicable, with
respect to any claim made against an Indemnified Party unless such Indemnified
Party shall have notified the other party in writing within a reasonable time
after the summons, or other first written notification, giving information of
the nature of the claim shall have been served upon or otherwise received by
such Indemnified Party (or after such Indemnified Party shall have received
notice of service upon or other notification to any designated agent), but
failure to notify the party against whom indemnification is sought of any such
claim shall not relieve that party from any liability which it may have to the
Indemnified Party in the absence of Sections 5.1 and 5.2.
13
In case any such action is brought against the Indemnified Parties, the
indemnifying party shall be entitled to participate, at its own expense, in the
defense of such action. The indemnifying party also shall be entitled to assume
the defense thereof, with counsel reasonably satisfactory to the party named in
such action. After notice from the indemnifying party to the Indemnified Party
of an election to assume such defense, the Indemnified Party shall bear the
fees and expenses of any additional counsel retained by it, and the
indemnifying party will not be liable to the Indemnified Party under this
Agreement for any legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than reasonable
costs of investigation.
ARTICLE 6
TERMINATION
6.1 This Agreement may be terminated by either party for any reason by sixty
(60) days' advance written notice delivered to the other party.
6.2 This Agreement may be terminated at the option of either the Underwriter
or the Fund upon institution of formal proceedings against the Company by the
FINRA, the SEC, the insurance commission of any state or any other regulatory
body regarding the Company's duties under this Agreement or related to the sale
of the Contracts, the operation of the Account, the administration of the
Contracts or the purchase of the Shares, or an expected or anticipated ruling,
judgment or outcome which would, in the Fund's or the Underwriter's respective
reasonable judgment, materially impair the Company's ability to meet and
perform the Company's obligations and duties hereunder.
6.3 This Agreement may be terminated at the option of the Fund or the
Underwriter if the Internal Revenue Service determines that the Contracts cease
to qualify as annuity contracts or life insurance policies, as applicable,
under the Code, or if the Fund or Underwriter reasonably believes that the
Contracts may fail to so qualify or if interests in an Account under the
Contracts are not registered, where required, and, in all material respects,
are not issued or sold in accordance with any applicable federal or state law.
6.4 This Agreement may be terminated by the Fund or the Underwriter, at
either's option, if either the Fund or the Underwriter shall determine, in its
sole judgment exercised in good faith, that either (1) the Company shall have
suffered a material adverse change in its business or financial condition,
(2) the Company shall have been the subject of material adverse publicity which
is likely to have a material adverse impact upon the business and operations of
either the Fund or the Underwriter, or (3) the Company breaches any obligation
under this Agreement in a material respect and such breach shall continue
unremedied for thirty (30) days after receipt by the Company of notice in
writing from the Fund or Underwriter of such breach.
6.5 This Agreement may be terminated at the option of the Company if (A) the
Internal Revenue Service determines that any Portfolio fails to qualify as a
RIC under the Code or fails to comply with the diversification requirements of
Section 817(h) of the Code and the Fund, upon written request fails to provide
reasonable assurance that it will take action to cure such failure, or (B) the
Company shall determine, in its sole judgment exercised in good faith, that
either (1) the Fund or the Underwriter shall have been the subject of material
adverse publicity which is likely to have a material adverse impact upon the
business and operations of the Company, or (2) the Fund or Underwriter breaches
any obligation under this Agreement in a material respect and such breach shall
continue unremedied for thirty (30) days after receipt of notice in writing to
the Fund or the Underwriter from the Company of such breach.
14
6.6 Notwithstanding any termination of this Agreement, the Fund will, upon
the mutual agreement of the parties hereto, continue to make available
additional shares of the Fund pursuant to the terms and conditions of this
Agreement, for all existing Contracts in effect on the effective date of
termination of this Agreement (hereinafter referred to as "Existing
Contracts"). Specifically, without limitation, if the Fund and Underwriter so
agree to make additional Shares available, the owners of the Existing Contracts
will be permitted to reallocate investments in the Fund (as in effect on such
date), redeem investments in the Fund and/or invest in the Fund upon the making
of additional purchase payments under the Existing Contracts.
6.7 In the event of a termination of this Agreement pursuant to this Article
6, the Fund and the Underwriter shall promptly notify the Company in writing
whether the Underwriter and the Fund will continue to make Shares available
after such termination; if the Underwriter and the Fund will continue to make
Shares so available, the provisions of this Agreement shall remain in effect
except for Section 6.1 and thereafter either the Fund, Underwriter or the
Company may terminate the Agreement as so continued pursuant to this
Section 6.7 upon prior written notice to the other parties, such notice to be
for a period that is reasonable under the circumstances but need not be greater
than six months.
6.8 The provisions of Article 5 shall survive the termination of this
Agreement, and the provisions of Articles 2 and 4 shall survive the termination
of this Agreement as long as shares of the Fund are held on behalf of Contract
owners in accordance with Section 6.7.
ARTICLE 7
NOTICES
Any notice shall be sufficiently given when sent by registered or certified
mail to the other party at the address of such party set forth below or at such
other address as such party may from time to time specify in writing to the
other party.
To the Fund: With a copy to:
BlackRock Variable Series Funds, Inc. BlackRock, Inc.
Attention: Xxxxx Xxxxxxx Attn: Xxxxxx Xxxxxxxx General Counsel
00 Xxxx 00/xx/ Xxxxxx 00 Xxxx 00/xx/ Xxxxxx
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
To the Underwriter: With a copy to:
BlackRock Investments, LLC BlackRock Investments, LLC
Attn: Xxxxx Xxxxxxxx Attn: Xxxx Xxxxx, CCO
00 Xxxx 00/xx/ Xxxxxx Xxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000 Xxxxxx, XX 00000
If to the Company:
American General Life Insurance Company
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000-0000
ATTN: General Counsel
American General Life Insurance Company of Delaware
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000-0000
ATTN: General Counsel
15
The United States Life Insurance Company in the City of New York
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000-0000
ATTN: General Counsel
ARTICLE 8
MISCELLANEOUS
8.1 The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
8.2 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
8.3 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.
8.4 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the States of Texas, Delaware or New
York, as applicable without reference to the conflict of laws provisions
thereof, and shall, to the extent applicable, be subject to the provisions of
the 1933, 1934, and 1940 Acts, and the rules, regulations and rulings
thereunder, including such exemptions from those statutes, rules and
regulations as the SEC may grant and the terms hereof shall be interpreted and
construed in accordance therewith.
8.5 The parties to this Agreement acknowledge and agree that the Fund is a
Maryland corporation, and that all liabilities of the Fund arising, directly or
indirectly, under this Agreement, of any and every nature whatsoever, shall be
satisfied solely out of the assets of the relevant Portfolio(s) of the Fund and
that no Director, officer, agent or holder of Shares of the Fund shall be
personally liable for any such liabilities.
8.6 Each party shall cooperate with each other party and all appropriate
governmental authorities (including without limitation the SEC, the FINRA and
state insurance regulators) and shall permit such authorities reasonable access
to its books and records in connection with any investigation or inquiry
relating to this Agreement or the transactions contemplated hereby.
8.7 The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, to which the parties hereto are entitled under state and
federal laws.
8.8 The parties to this Agreement acknowledge and agree that this Agreement
shall not be exclusive in any respect.
8.9 Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the prior written approval of the other
parties.
8.10 No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by all
parties.
8.11 Exhibits and Schedules; Entire Agreement
16
All Exhibits and Schedules to this Agreement, as they may be amended from
time to time, are by this reference incorporated into and made a part of this
Agreement. This Agreement (including the Exhibits and Schedules hereto),
constitute the entire agreement between the parties as to the subject matter
hereof and supersedes any and all agreements, representations and warranties,
written or oral, regarding such subject matter, such prior agreements of which
are as set forth in Schedule C to the best of our knowledge and belief.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Fund Participation Agreement as of the date and year first
above written.
BLACKROCK VARIABLE SERIES FUNDS, INC.
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
BLACKROCK INVESTMENTS, LLC
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
AMERICAN GENERAL LIFE INSURANCE COMPANY
ATTEST:
By: By:
------------------------------- ------------------------------
Name: Name:
------------------------------- ------------------------------
Title: Title:
------------------------------- ------------------------------
17
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: By:
------------------------------- ------------------------------
Name: Name:
------------------------------- ------------------------------
Title: Title:
------------------------------- ------------------------------
THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
ATTEST:
By: By:
------------------------------- ------------------------------
Name: Name:
------------------------------- ------------------------------
Title: Title:
------------------------------- ------------------------------
18
SCHEDULE A
Separate Accounts of AMERICAN GENERAL LIFE INSURANCE COMPANY, AMERICAN GENERAL
LIFE INSURANCE COMPANY OF DELAWARE AND THE UNITED STATES LIFE INSURANCE COMPANY
IN THE CITY OF NEW YORK participating in Portfolios of BlackRock Variable
Series Funds, Inc.
SEPARATE
ACCOUNT REGISTRATION ADDRESS PRODUCT ACCOUNT
------- -------------------- ------- --------
AMERICAN GENERAL LIFE INSURANCE AGL American General Signature II-A VL-U LIS
COMPANY (AGL)
AMERICAN GENERAL LIFE INSURANCE AGL American General Signature II-B VL-U LIS
COMPANY (AGL)
AMERICAN GENERAL LIFE INSURANCE AGL American General Signature II-X VL-U LIS
COMPANY (AGL)
AMERICAN GENERAL LIFE INSURANCE AGL American General Signature II-Y VL-U LIS
COMPANY (AGL)
AMERICAN GENERAL LIFE INSURANCE AGLD Trilogy VA I
COMPANY OF DELAWARE
AMERICAN GENERAL LIFE INSURANCE AGLD Trilogy VA I
COMPANY OF DELAWARE
AMERICAN GENERAL LIFE INSURANCE AGLD Executive Advantage VUL II
COMPANY OF DELAWARE (AGLD)
AMERICAN GENERAL LIFE INSURANCE AGLD Var Acct IV PPVUL IV
COMPANY OF DELAWARE (AGLD)
AMERICAN GENERAL LIFE INSURANCE AGLD Var Acct 7 PPVUL 7
COMPANY OF DELAWARE
AMERICAN GENERAL LIFE INSURANCE AGLD Var Acct 9 PPVUL 9
COMPANY OF DELAWARE
AMERICAN GENERAL LIFE INSURANCE AGLD Var Acct 9 PPVUL 9
COMPANY OF DELAWARE
AMERICAN GENERAL LIFE INSURANCE AGLD Var Acct 10 PPVUL 10
COMPANY OF DELAWARE
AMERICAN GENERAL LIFE INSURANCE AGLD Var Acct 101 PPVUL 101
COMPANY OF DELAWARE
SEPARATE
ACCOUNT REGISTRATION ADDRESS PRODUCT ACCOUNT
------- -------------------- ------- --------
AMERICAN GENERAL LIFE INSURANCE AGLD Var Acct 102 PPVA 102
COMPANY OF DELAWARE
AMERICAN GENERAL LIFE INSURANCE AGLD Var Acct 104 PPVA 104
COMPANY OF DELAWARE
AMERICAN GENERAL LIFE INSURANCE AGLD Var Acct 107 PPVA 000
XXXXXXX XX XXXXXXXX
XXX XXXXXX XXXXXX LIFE INSURANCE USL Trilogy VA USL A
COMPANY IN THE CITY OF NEW YORK
(SUCCESSOR TO AMERICAN
INTERNATIONAL LIFE ASSURANCE
COMPANY OF NEW YORK EFFECTIVE
DECEMBER 31, 2010) (USL)
THE UNITED STATES LIFE INSURANCE USL Executive Advantage VUL USL B
COMPANY IN THE CITY OF NEW YORK
(SUCCESSOR TO AMERICAN
INTERNATIONAL LIFE ASSURANCE
COMPANY OF NEW YORK EFFECTIVE
DECEMBER 31, 2010) (USL)
THE UNITED STATES LIFE INSURANCE USL Generations VA USL VA-R
COMPANY IN THE CITY OF NEW YORK (USL)
SCHEDULE B
Portfolios and Classes of BlackRock Variable Series Funds, Inc. offered to
Separate Accounts of AMERICAN GENERAL LIFE INSURANCE COMPANY, AMERICAN GENERAL
LIFE INSURANCE COMPANY OF DELAWARE AND THE UNITED STATES LIFE INSURANCE COMPANY
IN THE CITY OF NEW YORK
Available share classes of:
FUND NAME CLASS CUSIP TICKER
--------- ----- --------- ------
BlackRock Balanced Capital V.I. Fund I 00000X000 AMBLI
BlackRock Basic Value V.I. Fund I 00000X000 XXXXX
BlackRock Basic Value V.I. Fund II 00000X000 BAVII
BlackRock Basic Value V.I. Fund III 00000X000 BVIII
BlackRock Capital Appreciation V.I. Fund I 00000X000 FDGRI
BlackRock Capital Appreciation X.X. Xxxx XXX 00000X000 XXXXX
BlackRock Equity Dividend V.I. Fund I 00000X000 UTTLI
BlackRock Equity Dividend V.I. Fund III 00000X000 UTIII
BlackRock Global Allocation V.I. Fund I 00000X000 GLALI
BlackRock Global Allocation X.X. Xxxx XX 00000X000 XXXXX
BlackRock Global Allocation V.I. Fund III 00000X000 GAIII
BlackRock Global Opportunities V.I. Fund I 00000X000 GLGRI
BlackRock Global Opportunities X.X. Xxxx XXX 00000X000 XXXXX
BlackRock Government Income V.I. Fund I 00000X000 GVBDI
BlackRock High Income V.I. Fund I 00000X000 HICUI
BlackRock International Value V.I. Fund I 00000X000 IVVVI
BlackRock Large Cap Core V.I. Fund I 00000X000 LGCCI
BlackRock Large Cap Core V.I. Fund II 00000X000 LGCII
BlackRock Large Cap Core X.X. Xxxx XXX 00000X000 LCIII
BlackRock Large Cap Growth V.I. Fund I 00000X000 LGGGI
BlackRock Large Cap Growth X.X. Xxxx XXX 00000X000 XXXXX
BlackRock Large Cap Value V.I. Fund I 00000X000 LCATT
BlackRock Large Cap Value V.I. Fund II 00000X000 LCBTT
BlackRock Large Cap Value V.I. Fund III 00000X000 LVIII
BlackRock Money Market V.I. Fund * I 00000X000 DMMKI
BlackRock S&P 500 Index V.I. Fund I 00000X000 IDXVI
BlackRock S&P 500 Index V.I. Fund II 00000X000 IXVII
BlackRock Total Return V.I. Fund I 00000X000 CRBDI
BlackRock Total Return V.I. Fund III 00000X000 CBIII
BlackRock Value Opportunities V.I. Fund I 00000X000 SMCPI
BlackRock Value Opportunities V.I. Fund II 00000X000 SMCII
BlackRock Value Opportunities V.I. Fund III 00000X000 SCIII
* NO FEES SHALL BE PAID FOR THE BLACKROCK MONEY MARKET V.I. FUND
SCHEDULE C
ADMINISTRATIVE
PARTICIPATION SERVICES
AGREEMENT AGREEMENT
COMPANY FUND COMPANY DATE DATE
------- ------------ ------------- --------------
AGL Mercury Asset Management V.I. Funds, Inc.; 09/01/99 None
Princeton Funds Distributor, Inc.
AGL Xxxxxxx Xxxxx Variable Series Funds, Inc.; 09/01/99 09/01/99
Princeton Funds Distributor, Inc.
AGL Hotchkis and Wiley Variable Trust; Princeton 09/30/99 None
Funds Distributor, Inc.
AGLD Xxxxxxx Xxxxx Variable Series Funds, Inc. 11/14/97 06/04/98
AGLD Mercury Asset Management V.I. Funds, Inc. 04/30/99 None
AGLD Hotchkis and Wiley Variable Trust; Hotchkis and 04/30/99 05/01/99
Wiley
AGLD Xxxxxxx Xxxxx Variable Series Funds, Inc.; 05/01/00 None
Princeton Funds Distributor, Inc.
AGLD Xxxxxxx Xxxxx Variable Series Funds, Inc.; FAM 06/09/03 07/01/03
Distributors, Inc.
USL (survivor to Hotchkis and Wiley Variable Trust; Hotchkis and 04/30/99 None
AIL) Wiley
USL (survivor to Xxxxxxx Xxxxx Variable Series Funds, Inc.; FAM 06/09/03 07/01/03
AIL) Distributors, Inc.
USL Hotchkis and Wiley Variable Trust; Hotchkis and 12/01/98 12/01/98
Wiley
