EXHIBIT (8)(a)(ii)
AMENDMENT NUMBER 2 TO
PARTICIPATION AGREEMENT
AMONG XXX XXXXXX LIFE INVESTMENT TRUST,
XXX XXXXXX FUNDS INC.,
XXX XXXXXX ASSET MANAGEMENT INC.,
THE UNITED STATES LIFE INSURANCE COMPANY IN THE
CITY OF NEW YORK, AND
AMERICAN GENERAL SECURITIES INCORPORATED
This Amendment No. 2 ("Amendment No. 2"), executed as of the _____ day of
________, 2001 to the Participation Agreement dated as of March 3, 1999 (the
"Agreement"), Xxx Xxxxxx Life Investment Trust (the "Fund"), Xxx Xxxxxx Funds
Inc., Xxx Xxxxxx Asset Management Inc., The United States Life Insurance Company
in the City of New York (the "Company"), and American General Securities
Incorporated. All capitalized terms not otherwise defined in this Amendment,
shall have the same meaning as described in the Agreement.
WHEREAS, the parties desire to amend the Agreement to (i) add to Schedule A
of the Agreement the Contracts of the Company relating to the Company's Platinum
Investor Survivor Flexible Premium Variable Life Insurance Policy, Form 99206N
("Platinum Investor Survivor") and (ii) solely to the extent the Agreement
relates to Platinum Investor Survivor, amend the provisions of Article III of
the Agreement as described below.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants herein contained, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Schedule A to the Agreement, a revised copy of which is attached
hereto, is hereby amended to add Platinum Investor Survivor.
2. Solely to the extent the Agreement relates to Platinum Investor
Survivor, Article III of the Agreement is hereby deleted and replaced
with the following:
"ARTICLE III. Prospectuses, Reports to Shareholders and Proxy
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Statements; Voting
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3.1. The Fund shall provide the Company with as many printed
copies of the Fund's current prospectus and statement of
additional information as the Company may reasonably request. If
requested by the Company in lieu of providing printed copies the
Fund shall provide camera-ready film or computer diskettes
containing the Fund's prospectus and statement of additional
information, and such other assistance as is reasonably necessary
in order for the Company once each year (or more frequently if
the prospectus and/or statement of additional information for the
Fund is amended during the year) to
have the prospectus for the Contracts and the Fund's prospectus
printed together in one document or separately. The Company may elect
to print the Fund's prospectus and/or its statement of additional
information in combination with other fund companies' prospectuses and
statements of additional information.
3.2(a). Except as otherwise provided in this Section 3.2., all
expenses of preparing, setting in type and printing and distributing
Fund prospectuses and statements of additional information shall be
the expense of the Company. For prospectuses and statements of
additional information provided by the Company to its existing owners
of Contracts in order to update disclosure as required by the 1933 Act
and/or the 1940 Act, the cost of setting in type, printing and
distributing shall be borne by the Fund. If the Company chooses to
receive camera-ready film or computer diskettes in lieu of receiving
printed copies of the Fund's prospectus and/or statement of additional
information, the Fund shall bear the cost of typesetting to provide
the Fund's prospectus and/or statement of additional information to
the Company in the format in which the Fund is accustomed to
formatting prospectuses and statements of additional information,
respectively, and the Company shall bear the expense of adjusting or
changing the format to conform with any of its prospectuses and/or
statements of additional information. In such event, the Fund will
reimburse the Company in an amount equal to the product of x and y
where x is the number of such prospectuses distributed to owners of
the Contracts, and y is the Fund's per unit cost of printing the
Fund's prospectuses. The same procedures shall be followed with
respect to the Fund's statement of additional information. The Fund
shall not pay any costs of typesetting, printing and distributing the
Fund's prospectus and/or statement of additional information to
prospective Contract owners.
3.2(b). The Fund, at its expense, shall provide the Company with
copies of its proxy statements, reports to shareholders, and other
communications (except for prospectuses and statements of additional
information, which are covered in Section 3.2(a) above) to
shareholders in such quantity as the Company shall reasonably require
for distributing to Contract owners. The Fund shall not pay any costs
of distributing such proxy-related material, reports to shareholders,
and other communications to prospective Contract owners.
3.2(c). The Company agrees to provide the Fund or its designee with
such information as may be reasonably requested by the Fund to assure
that the Fund's expenses do not include the cost of typesetting,
printing or distributing any of the foregoing documents other than
those actually distributed to existing Contract owners.
3.2(d) The Fund shall pay no fee or other compensation to the Company
under this Agreement, except that if the Fund or any Portfolio adopts
and implements a plan pursuant to Rule 12b-1 to finance distribution
expenses, then the Underwriter may make payments to the Company or to
the underwriter for the Contracts if and in amounts agreed to by the
Underwriter in writing.
3.2(e) All expenses, including expenses to be borne by the Fund
pursuant to Section 3.2 hereof, incident to performance by the Fund
under this Agreement shall be paid by the Fund. The Fund shall see to
it that all its shares are registered and authorized for issuance in
accordance with applicable federal law and, if and to the extent
deemed advisable by the Fund, in accordance with applicable state laws
prior to their sale. The Fund shall bear the expenses for the cost of
registration and qualification of the Fund's shares.
3.3. The Fund's statement of additional information shall be
obtainable from the Fund, the Underwriter, the Company or such other
person as the Fund may designate.
3.4. If and to the extent required by law the Company shall
distribute all proxy material furnished by the Fund to Contract Owners
to whom voting privileges are required to be extended and shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Fund shares in accordance with instructions
received from Contract owners; and
(iii) vote Fund shares for which no instructions have been
received in the same proportion as Fund shares of such Portfolio for
which instructions have been received,
so long as and to the extent that the Securities and Exchange
Commission continues to interpret the 1940 Act to require pass-through
voting privileges for variable contract owners. The Company reserves
the right to vote Fund shares held in any segregated asset account in
its own right, to the extent permitted by law. The Fund and the
Company shall follow the procedures, and shall have the corresponding
responsibilities, for the handling of proxy and voting instruction
solicitations, as set forth in Schedule C attached hereto and
incorporated herein by reference. Participating Insurance Companies
shall be responsible for ensuring that each of their
separate accounts participating in the Fund calculates voting
privileges in a manner consistent with the standards set forth on
Schedule C, which standards will also be provided to the other
Participating Insurance Companies.
3.5. The Fund will comply with all provisions of the 1940 Act
requiring voting by shareholders, and in particular the Fund will
either provide for annual meetings (except insofar as the
Securities and Exchange Commission may interpret Section 16 not
to require such meetings) or comply with Section 16(c) of the
1940 Act (although the Fund is not one of the trusts described in
Section 16(c) of that Act) as well as with Sections 16(a) and, if
and when applicable, 16(b). Further, the Fund will act in
accordance with the Securities and Exchange Commission's
interpretation of the requirements of Section 16(a) with respect
to periodic elections of directors and with whatever rules the
Commission may promulgate with respect thereto."
3. Except as amended hereby, the Agreement is hereby ratified and
confirmed in all respects.
IN WITNESS WHEREOF, the parties hereto execute this Amendment No. 2 as of the
date first written above.
THE UNITED STATES LIFE INSURANCE COMPANY
IN THE CITY OF NEW YORK
on behalf of itself and each of its Accounts
named in Schedule A to the Agreement,
as amended from time to time
By: ___________________________________
AMERICAN GENERAL SECURITIES INCORPORATED
By: ___________________________________
XXX XXXXXX LIFE INVESTMENT TRUST
By: ___________________________________
XXX XXXXXX FUNDS INC.
By: ___________________________________
XXX XXXXXX ASSET MANAGEMENT INC.
By: ___________________________________
SCHEDULE A
SEPARATE ACCOUNTS AND CONTRACTS
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Name of Separate Account and Form Numbers and Names of Certificates
Date Established by Board of Directors Funded by Separate Account
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The United States Life Insurance Certificate Form No.:
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Company in the City of New York 98033N
Separate Account USL VA-R
Established: August 8, 1997
Name of Contract:
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Generations Combination Fixed and
Variable Annuity Certificate
The United States Life Insurance Certificate Form No.:
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Company in the City of New York 97600N
Separate Account USL VL-R
Established: August 8, 1997 Name of Contract:
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Platinum Investor Flexible Payment
Variable Life Insurance Policy
Certificate Form No.:
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99206N
Name of Contract:
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Platinum Investor Survivor
Flexible Premium Variable Life
Insurance Policy
