Exhibit (8)(e)
September 7, 2012
AllianceBernstein Investments, Inc. (f/k/a Alliance Fund Distributors, Inc.)
AllianceBernstein L.P. (f/k/a Alliance Capital Management L.P. )
AllianceBerstein Investor Services, Inc. (f/k/a Alliance Global Investor
Services, Inc.)
AllianceBernstein Variable Products Series Fund
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: General Counsel
Re: (1) Participation Agreement among SunAmerica Annuity and Life
Assurance Company (formerly AIG SunAmerica Life Assurance Company and
Anchor National Life Insurance Company)("SAAL"), SunAmerica Capital
Services, Inc., Alliance Capital Management L.P. and Alliance Fund
Distributors, Inc.("AFD"), dated as of June 1, 2002;
(2) Participation Agreement among American General Life Insurance Company
of Delaware (formerly AIG Life Insurance Company) ("AGL of Delaware"),
American General Equity Services Corporation ("AGESC") (formerly AIG
Equity Sales Corp.), Alliance Capital Management L.P. and Alliance
Fund Distributors, Inc. dated May 1, 1999 ("AGL of Delaware
Agreement");
(3) Participation Agreement among AGL of Delaware, AllianceBernstein
Variable Products Series Fund, Inc. (formerly Alliance Variable
Products Series Fund, Inc.) and Alliance Fund Distributors, Inc. dated
May 1, 1995 (also referred to as "AGL of Delaware Agreement");
(4) Fund Participation Agreement among AGL of Delaware and Alliance
Global Investor Services, Inc. dated February 22, 2002 (also referred
to as "AGL of Delaware Agreement");
(5) Administrative Services Agreement between SAAL and AFD, dated June 1,
2002;
(6) Agreement between AGL of Delaware and Alliance Capital Management,
L.P.
(7) Information Sharing Agreement between SAAL and AllianceBernstein
Investor Services, Inc. on behalf of the AllianceBernstein Variable
Products Series Fund, Inc., dated April 16, 2007;
(8) Rule 22c-2 Information Sharing and Restricted Trading Agreement
between AGL of Delaware and AllianceBernstein Investor Services, Inc.
on behalf of the AllianceBernstein Variable Products Series Fund, Inc.
dated April 16, 2007 (also referred to as "AGL of Delaware
Agreement"). (each an "Agreement", and collectively, the "Agreements")
(SAAL and AGL of Delaware collectively referred to hereinafter as the
"Merged Companies").
Alliance Fund Distributors, Inc.
September 7, 2012
Page 2 of 4
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. Also, AGESC replaced AIG Equity Sales Corp.
("AIG Equity"). AGESC is a registered broker-dealer under the Securities
Exchange Act of 1934. All references in the AGL of Delaware Agreements to AIG
Equity are hereby placed with American General Equity Services Corporation or
AGESC 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 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.
SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY
By: __________________________________
Alliance Fund Distributors, Inc.
September 7, 2012
Page 3 of 4
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Chief Executive Officer
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: __________________________________ By:__________________________________
Name: Name:
Title: Title
AMERICAN GENERAL EQUITY SERVICES CORPORATION
ATTEST:
By: __________________________________ By:__________________________________
Name: Name:
Title: Title
Consented to, acknowledged and agreed:
ALLIANCEBERNSTEIN INVESTMENTS, INC.
By: __________________________________
Name:
Title:
ALLIANCEBERNSTEIN L.P.
By: __________________________________
Name:
Title:
Alliance Fund Distributors, Inc.
September 7, 2012
Page 4 of 4
ALLIANCEBERNSTEIN INVESTOR SERVICES, INC. ON BEHALF
OF THE ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
By: __________________________________
Name:
Title:
ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.
By: __________________________________
Name:
Title:
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
By: __________________________________
Name:
Title:
October 31, 2012
Dreyfus Stock Index Fund, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: (1) Fund Participation Agreement between American General Life
Insurance Company of Delaware (formerly AIG Life Insurance Company)
("AGL of Delaware") and Dreyfus Stock Index Fund, Inc. (formerly,
Dreyfus Life and Annuity Index Fund, Inc. [d/b/a Dreyfus Stock Index
Fund]) dated as of May 1, 1995
(2) Fund Participation Agreement between AGL of Delaware and Dreyfus
Variable Investment Fund dated as of May 1, 1995
(3) Supplemental Agreement between MBSC Securities Corporation (formerly,
Dreyfus Service Corporation) and AGL of Delaware dated April 16, 2007
(each an "Agreement", and collectively, the "Agreements") (AGL of
Delaware referred to hereinafter as the "Merged Company")
Dear Fund Partner:
Effective December 8, 2009, the Merged Company changed its name from AIG
Life Insurance Company to American General Life Insurance Company of Delaware.
Any and all references in the 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 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
the Merger
Dreyfus Stock Index Fund, Inc.
October 31, 2012
Page 2 of 3
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, with signed originals to follow.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: __________________________________ By:__________________________________
Name: Name:
Title: Title:
Consented to, acknowledged and agreed:
MBSC SECURITIES CORPORATION
ATTEST:
By: __________________________________ By:__________________________________
Name: Name:
Title: Title:
DREYFUS STOCK INDEX FUND, INC.
ATTEST:
By: __________________________________ By:__________________________________
Name: Name:
Title: Title:
Dreyfus Stock Index Fund, Inc.
October 31, 2012
Page 3 of 3
DREYFUS VARIABLE INVESTMENT FUND
ATTEST:
By: __________________________________ By:__________________________________
Name: Name:
Title: Title:
September 7, 2012
Fidelity Distributors Corporation
Variable Insurance Products Funds
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Treasurer
Re: (1) Participation Agreement among SunAmerica Annuity and Life
Assurance Company (formerly AIG SunAmerica Life Assurance
Company)("SAAL"), Variable Insurance Products Funds and Fidelity
Distributors Corporation ("FDC"), dated as of April 30, 2008, as
amended;
(2) Service Agreement between SAAL and Fidelity Investments Institutional
Operations Company, Inc., dated as of April 30, 2012;
(3) Rule 22c-2 Shareholder Information Agreement Related to Variable
Insurance Products between SAAL and FDC, dated as of April 30, 2008;
(4) Amended and Restated Participation Agreement between American General
Life Insurance Company of Delaware ("AGL of Delaware"), Variable
Insurance Products Funds and Fidelity Distributors Corporation dated
April 27, 2012;
(5) Sub-License Agreement between AGL of Delaware and Fidelity
Distributors Corporation dated April 27, 2012;
(6) Amended and Restated Service Contract between Fidelity Distributors
Corporation and American General Equity Services Corporation, an
affiliate of AGL of Delaware, American General Life Insurance Company
and The United States Life Insurance Company in the City of New York
dated May 1, 2012; and
(7) Rule 22c-2 Information Sharing and Restricted Trading Agreement
between AGL of Delaware and Fidelity Distributors Corporation dated
April 16, 2007. (each an "Agreement", and collectively, the
"Agreements") (SAAL and AGL of Delaware 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").
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.
Fidelity Distributors Corporation
September 7, 2012
Page 2 of 3
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.
SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY
By: __________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Chief Executive Officer
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: __________________________________ By:__________________________________
Name: Name:
Title: Title:
AMERICAN GENERAL EQUITY SERVICES CORPORATION
ATTEST:
By: __________________________________ By:__________________________________
Name: Name:
Title: Title:
Fidelity Distributors Corporation
September 7, 2012
Page 3 of 3
Consented to, acknowledged and agreed:
FIDELITY DISTRIBUTORS CORPORATION
By: __________________________________
Name:
Title:
VARIABLE INSURANCE PRODUCTS FUNDS
By: __________________________________
Name:
Title:
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.
By: __________________________________
Name:
Title:
September 7, 2012
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Distributors, Inc.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Attn:▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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)
September 7, 2012
Page 2 of 3
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: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Chief Executive Officer
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
September 7, 2012
Page 3 of 3
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: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President
AIM VARIABLE INSURANCE FUNDS, INC. INVESCO INVESTMENT SERVICES, INC.
(INVESCO VARIABLE INSURANCE FUNDS)
By: __________________________________ By:__________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President Title: President
INVESCO ADVISERS, INC.
By: __________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
August 31, 2012
▇▇▇ ▇▇▇ VIP Trust
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
Re: (1) Participation Agreement between American General Life Insurance
Company of Delaware (formerly AIG Life Insurance Company) ("AGL of
Delaware"), ▇▇▇ ▇▇▇ VIP Trust (formerly ▇▇▇ ▇▇▇ Worldwide Insurance
Trust) and ▇▇▇ ▇▇▇ Securities Corporation dated May 1, 1995
(2) Letter Agreement dated February 5, 1998 between ▇▇▇ ▇▇▇ VIP Trust,
▇▇▇ ▇▇▇ Associates Corporation and AGL of Delaware
(3) Rule 22c-2 Information Sharing and Restricted Trading Agreement
between ▇▇▇ ▇▇▇ Securities Corporation and AGL of Delaware dated April
16, 2007 (each an "Agreement", and collectively, the "Agreements")
(AGL of Delaware referred to hereinafter as the "Merged Company")
Dear Fund Partner:
Effective December 8, 2009, the Merged Company changed its name from AIG
Life Insurance Company to American General Life Insurance Company of Delaware.
Any and all references in the 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 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.
▇▇▇ ▇▇▇ VIP Trust
August 31, 2012
Page 2 of 2
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.
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: __________________________________ By:__________________________________
Name: Name:
Title: Title:
Consented to, acknowledged and agreed:
▇▇▇ ▇▇▇ VIP TRUST (formerly ▇▇▇ ▇▇▇ Worldwide Insurance Trust)
By: __________________________________
Name:
Title:
▇▇▇ ▇▇▇ SECURITIES CORPORATION
By: __________________________________
Name:
Title:
▇▇▇ ▇▇▇ ASSOCIATES CORPORATION
By: __________________________________
Name:
Title:
