EXHIBIT (h)(4)(b)
AMENDMENT TO PARTICIPATION AGREEMENT
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin Xxxxxxxxx Distributors, Inc.
AIG Life Insurance Company
The participation agreement, dated as of May 1, 2000, by and among Franklin
Xxxxxxxxx Variable Insurance Products Trust, Franklin Xxxxxxxxx Distributors,
Inc. and AIG Life Insurance Company (the "Agreement") is hereby amended as
follows:
Schedules B, C, D, E and F of the Agreement are hereby deleted in their
entirety and replaced with the Schedules B, C, D, E and F attached
hereto, respectively.
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective Date as of May 1, 2001.
Franklin Xxxxxxxxx Variable Insurance Franklin Xxxxxxxxx Distributors,
Products Trust Inc.
By: /s/ XXXXX X. XXXXXXXX By: /s/ XXXXXX X. XXXXXX
------------------------------------ ---------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President Title: Vice President
AIG Life Insurance Company
By: /s/ XXXXXXX X. XXXXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Executive Vice President
SCHEDULE B
ACCOUNTS OF THE COMPANY
1. Name: Separate Account II
Date Established: June 5, 1986
SEC Registration Number: 811-4687
2. Name: Separate Account IV, 7, 9, 10
Date Established: July 18, 1995
SEC Registration Number: Not Applicable (private placement)
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SCHEDULE C
AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST; INVESTMENT ADVISERS
FRANKLIN XXXXXXXXX VARIABLE INSURANCE PRODUCTS TRUST INVESTMENT ADVISER
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Xxxxxxxxx International Securities Fund - Class 1 Xxxxxxxxx Investment Counsel, LLC
Xxxxxxxxx International Securities Fund - Class 2 Xxxxxxxxx Investment Counsel, LLC
Templeton Developing Markets Securities Fund - Class 1 Xxxxxxxxx Asset Management, Ltd.
Templeton Developing Markets Securities Fund - Class 2 Xxxxxxxxx Asset Management, Ltd.
Templeton Asset Strategy Fund - Class 1 Xxxxxxxxx Investment Counsel, LLC
Templeton Asset Strategy Fund - Class 2 Xxxxxxxxx Investment Counsel, LLC
Templeton Growth Securities Fund - Class 2 Xxxxxxxxx Global Advisors Limited
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SCHEDULE D
CONTRACTS OF THE COMPANY
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CONTRACT 1 CONTRACT 2 CONTRACT 3
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Contract/Product Name Executive Advantage(SM) Executive Advantage(SM) Private Placement (Group
(Group VUL) (Group VUL) VUL)
Registered (Y/N) Yes Yes No
SEC Registration Number 333-34199 333-34199 NA
Representative Form Numbers 11GVULD997 11GVULU997 11GVUL0495,
(Sex Distinct) (Unisex) 11GVUL0197
Separate Account Name Separate Account II Separate Account II Separate Xxxxxxx XX, 0, 0, 00
XXX Xxxxxxxxxxxx Number 811-4687 811-4687 Not Applicable
Portfolios and Classes Templeton Developing Templeton Developing Templeton Developing
Markets Securities Fund - Markets Securities Fund - Markets Securities Fund -
Class 2 Class 2 Class 2
Xxxxxxxxx International Xxxxxxxxx International Xxxxxxxxx International
Securities Fund - Class 2 Securities Fund - Class 2 Securities Fund - Class 1
Templeton Growth Templeton Growth Templeton Asset Strategy
Securities Fund - Class 2 Securities Fund - Class 2 Fund - Class 2
Templeton Growth
Securities Fund - Class 2
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SCHEDULE D
CONTRACTS OF THE COMPANY
----------------------------------------------------------------------------------------------------------------
CONTRACT 4 CONTRACT 5 CONTRACT 6
----------------------------------------------------------------------------------------------------------------
Contract/Product Name Private Placement Private Placement -Excess Interest Life
(Individual VUL) (Individual VUL) Insurance Policy
-Variable Life Insurance
Rider
Registered (Y/N) No No No
SEC Registration Number NA NA NA
Representative Form Numbers 11PVUL0996 11JVUL0197, 52221 (7/91)
11FJVUL0798 12PVUL1098
Separate Account Name Separate Account IV, 7, Separate Account IV, 7, Separate Account IV, 7,
9, 10 9, 10 9, 10
SEC Registration Number NA NA NA
Portfolios and Classes Templeton Developing Templeton Developing Templeton Developing
Markets Securities Fund - Markets Securities Fund - Markets Securities Fund -
Class 1 Class 1 Class 1
Xxxxxxxxx International Xxxxxxxxx International Xxxxxxxxx International
Securities Fund - Class 1 Securities Fund - Class 1 Securities Fund - Class 1
Templeton Asset Strategy Templeton Asset Strategy Templeton Asset Strategy
Fund - Class 2 Fund - Class 2 Fund - Class 2
Templeton Growth Templeton Growth Templeton Growth
Securities Fund - Class 2 Securities Fund - Class 2 Securities Fund - Class 2
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SCHEDULE D
CONTRACTS OF THE COMPANY
----------------------------------------------------------------------------------------------------------------
CONTRACT 7
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Contract/Product Name Gemstone
(Group VUL)/Gemstone
Registered (Y/N) Yes
SEC Registration Number 33-71753
Representative Form Numbers 11VUL399G
16VUL399G
11VUL399
Separate Account Name Separate Account II
SEC Registration Number 811-4687
Portfolios and Classes Templeton Developing
Markets Securities Fund -
Class 1
Xxxxxxxxx International
Securities Fund - Class 1
Templeton Asset Strategy
Fund - Class 1
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SCHEDULE E
OTHER PORTFOLIOS AVAILABLE UNDER THE CONTRACTS
AIM Variable Insurance Funds
Alliance Variable Products Series Fund, Inc.
American Century Variable Products Portfolios, Inc.
Anchor Series Trust
Xxxxxx Institutional Products Trust
Dreyfus Stock Index Fund
Dreyfus Variable Investment Fund
Fidelity Variable Insurance Products Fund
Fidelity Variable Insurance Products Fund II
Fidelity Variable Insurance Products Fund III
Franklin Xxxxxxxxx Variable Insurance Products Trust
Xxxxxxx Sachs Variable Insurance Trust
Xxxxxxx Xxxxx Variable Series Fund, Inc.
Xxxxxxxxx Xxxxxx Advisers Management Trust
Xxxxxxxxxxx Variable Account Funds
PIMCO Variable Insurance Trust
SunAmerica Series Trust
Universal Institutional Funds, Inc.
Warburg Pincus Trust
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SCHEDULE F
RULE 12B-1 PLANS
COMPENSATION SCHEDULE
Each Portfolio named below shall pay the following amounts pursuant to the terms
and conditions referenced below under its Class 2 Rule 12b-l Distribution Plan,
stated as a percentage per year of Class 2's average daily net assets
represented by shares of Class 2.
PORTFOLIO NAME MAXIMUM ANNUAL PAYMENT RATE
------------------------------------------- ---------------------------
Templeton Development Markets Security Fund 0.25%
Templeton Asset Strategy Fund 0.25%
Xxxxxxxxx International Securities Fund 0.25%
Templeton Growth Securities Fund 0.25%
AGREEMENT PROVISIONS
If the Company, on behalf of any Account, purchases Trust Portfolio
shares ("Eligible Shares") which are subject to a Rule 12b-1 plan adopted under
the 1940 Act (the "Plan"), the Company may participate in the Plan.
To the extent the Company or its affiliates, agents or designees
(collectively "you") provide any activity or service which is primarily intended
to assist in the promotion, distribution or account servicing of Eligible Shares
("Rule 12b-1 Services") or variable contracts offering Eligible Shares, the
Underwriter, the Trust or their affiliates (collectively, "we") may pay you a
Rule 12b-1 fee. "Rule 12b-1. Services" may include, but are not limited to,
printing of prospectuses and reports used for sales purposes, preparing and
distributing sales literature and related expenses, advertisements, education of
dealers and their representatives, and similar distribution-related expenses,
furnishing personal services to owners of Contracts which may invest in Eligible
Shares ("Contract Owners"), education of Contract Owners, answering routine
inquiries regarding a Portfolio, coordinating responses to Contract Owner
inquiries regarding the Portfolios, maintaining such accounts or providing such
other enhanced services as a Trust Portfolio or Contract may require, or
providing other services eligible for service fees as defined under NASD rules.
Your acceptance of such compensation is your acknowledgment that eligible
services have been rendered. All Rule 12b-1 fees, shall be based on the value of
Eligible Shares owned by the Company on behalf of its Accounts, and shall be
calculated on the basis and at the rates set forth in the Compensation Schedule
stated above. The aggregate annual fees paid pursuant to each Plan shall not
exceed the amounts stated as the "annual maximums" in the Portfolio's
prospectus, unless an increase is approved by shareholders as provided in the
Plan. These maximums shall be a specified percent of the value of a Portfolio's
net assets attributable to Eligible Shares owned by the Company on behalf of its
Accounts (determined in the same manner as the Portfolio uses to compute its net
assets as set forth in its effective Prospectus).
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The Rule 12b-1 fee will be paid to you within thirty (30) days after the end of
the three-month periods ending in January, April, July and October.
You shall furnish us with such information as shall reasonably be
requested by the Trust's Boards of Trustees ("Trustees") with respect to the
Rule 12b-l fees paid to you pursuant to the Plans. We shall furnish to the
Trustees, for their review on a quarterly basis, a written report of the amounts
expended under the Plans and the purposes for which such expenditures were made.
The Plans and provisions of any agreement relating to such Plans must be
approved annually by a vote of the Trustees, including the Trustees who are not
interested persons of the Trust and who have no financial interest in the Plans
or any related agreement ("Disinterested Trustees"). Each Plan may be terminated
at any time by the vote of a majority of the Disinterested Trustees, or by a
vote of a majority of the outstanding shares as provided in the Plan, on sixty
(60) days' written notice, without payment of any penalty. The Plans may also be
terminated by any act that terminates the Underwriting Agreement between the
Underwriter and the Trust, and/or the management or administration agreement
between Franklin Advisers, Inc. and its affiliates and the Trust. Continuation
of the Plans is also conditioned on Disinterested Trustees being ultimately
responsible for selecting and nominating any new Disinterested Trustees. Under
Rule 12b-l, the Trustees have a duty to request and evaluate, and persons who
are party to any agreement related to a Plan have a duty to furnish, such
information as may reasonably be necessary to an informed determination of
whether the Plan or any agreement should be implemented or continued. Under Rule
12b-l, the Trust is permitted to implement or continue Plans or the provisions
of any agreement relating to such Plans from year-to-year only if, based on
certain legal considerations, the Trustees are able to conclude that the Plans
will benefit each affected Trust Portfolio and class. Absent such yearly
determination, the Plans must be terminated as set forth above. In the event of
the termination of the Plans for any reason, the provisions of this Schedule F
relating to the Plans will also terminate. You agree that your selling
agreements with persons or entities through whom you intend to distribute
Contracts will provide that compensation paid to such persons or entities may be
reduced if a Portfolio's Plan is no longer effective or is no longer applicable
to such Portfolio or class of shares available under the Contracts.
Any obligation assumed by the Trust pursuant to this Agreement shall be limited
in all cases to the assets of the Trust and no person shall seek satisfaction
thereof from shareholders of the Trust. You agree to waive payment of any
amounts payable to you by Underwriter under a Plan until such time as the
Underwriter has received such fee from the Trust.
The provisions of the Plans shall control over the provisions of the
Participation Agreement, including this Schedule F, in the event of any
inconsistency.
You agree to provide complete disclosure as required by all applicable statutes,
rules and regulations of all rule 12b-1 fees received from us in the prospectus
of the Contracts.
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