EXHIBIT (h)(4)(b)
[LOGO] American General
Life Companies
December 2, 2010
Credit Suisse Trust
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Re: (1) Participation Agreement dated July 1, 2001 among American
International Life Assurance Company of New York ("AI Life"),
Credit Suisse Trust (formerly Credit Suisse Warburg Pincus
Trust), Credit Suisse Asset Management, LLC ("CSAM") and
Credit Suisse Asset Management Securities, Inc.
("Participation Agreement")
(2) Letter Agreement dated July 1, 2001 between AI Life and CSAM
("Services Agreement")
(3) Rule 22c-2 Shareholder Information Agreement dated April 16,
2007 between Credit Suisse Asset Management Securities, Inc.
and AI Life ("Rule 22c-2 Agreement") (the Participation
Agreement, Services Agreement and Rule 22c-2 Agreement are
collectively referred to hereinafter as the "Agreements")
Dear Fund Partner:
As you may already be aware, AI Life will be merging with and into The
United States Life Insurance Company in the City of New York ("USL"), the
surviving company, effective December 31, 2010 (hereinafter referred to as the
"Merger").
Your fund trust company may have agreements with AI Life pursuant to
which the trust acted as an investment vehicle for separate accounts established
by AI Life for variable life insurance policies and variable annuity contracts
(the "Contracts").
As a result of the Merger, if AI Life was a party to the Agreements,
then all rights, duties and obligations arising under the Agreements would be
effectively assigned to USL which company will assume the rights, duties and
obligations of AI Life thereunder.
Pursuant to Article 12.5 of the Participation Agreement and Section 10
of the Services Agreement, AI Life hereby requests your consent to the
assignment of its rights, duties and obligations under such agreements to USL.
AI Life also requests your consent to the assignment of the rights, duties and
obligations of AI Life under the Rule 22c-2 Agreement to USL. Please indicate
your consent to these assignments by signing below. The consent to the
assignments will be effective December 31, 2010.
To the extent that provisions of the Agreements and this Amendment are
in conflict, the terms of this Amendment shall control. Except to the extent
amended by this Amendment, the Agreements shall remain unchanged and in full
force and effect, and are hereby ratified and confirmed in all respects as
amended hereby.
If you have any questions regarding this matter, please contact
______________ at ______________ or ___________________ at _____________.
AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK
ATTEST:
By: By:
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THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK
ATTEST:
By: By:
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Consented to, Acknowledged and Agreed:
CREDIT SUISSE TRUST
(FORMERLY CREDIT SUISSE WARBURG PINCUS TRUST)
By:
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Name:
Title:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By:
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Name:
Title:
CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC.
By:
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Name:
Title:
AMERICAN GENERAL LIFE COMPANIES, LLC
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