EXHIBIT (h)(11)(e)
AMENDMENT NO. 13 TO PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 13 TO PARTICIPATION AGREEMENT (the "Amendment"), dated as
of September 4, 2014, by and among AMERICAN GENERAL LIFE INSURANCE COMPANY (the
"Company"), on its own behalf and on behalf of each of the separate accounts of
the Company identified in the Agreement (as defined below), AIG CAPITAL
SERVICES, INC. (formerly known as SunAmerica Capital Services, Inc. (as
successor-in-interest to American General Equity Services Corporation))
("ACS"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DISTRIBUTION, INC. (as successor-in-interest to ▇▇▇
▇▇▇▇▇▇ Funds, Inc.) ("MSDI"), THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (the
"Fund") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT INC. (the "Adviser"), hereby
amends the Participation Agreement, dated as of January 24, 1997, by and among
the Company, SACS, MSDI, the Fund and the Adviser (the "Agreement").
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Agreement.
WHEREAS, pursuant to the Agreement, Company purchases shares of the
Portfolios set forth on Schedule A of the Agreement on behalf of each Account
set forth on Schedule B of the Agreement in order to fund the Variable
Insurance Products; and
WHEREAS, the parties desire to update the Accounts covered and the
Portfolios available under the Agreement; and
WHEREAS, the parties desire to update their addresses for notices.
NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Fund and the Adviser agree as follows:
1. Update to Schedule A. Schedule A of the Agreement is hereby deleted in its
entirety and replaced with the Schedule A attached hereto.
2. Update to Schedule B. Schedule B of the Agreement is hereby deleted in its
entirety and replaced with the Schedule B attached hereto.
3. Updates to Addresses. The addresses given in Article XI of the Agreement
are hereby deleted, in their entirety, and replaced with the following:
If to the Fund or the Adviser:
The Universal Institutional Funds, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇/▇▇/ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Client Service Department
With a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Distribution, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇/▇▇/ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Global Distribution/Legal
If to MSDI:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Distribution, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇/▇▇/ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Managing Director
With a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Distribution, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇/▇▇/ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Global Distribution/Legal
If to Company:
American General Life Insurance Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇/▇▇/ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn.: General Counsel
If to ACS:
AIG Capital Services, Inc.
Harborside Financial Center, ▇▇▇▇ ▇▇▇▇▇ ▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: General Counsel
4. Update to Section 2.3. Section 2.3 of the Agreement is hereby deleted in
its entirety and replaced with the following:
2.3 The Fund and the Adviser represent that: (i) the Fund is
currently qualified and will continue to qualify as Regulated Investment
Company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code") and that the Fund and Adviser will make every
effort to maintain such qualification (under Subchapter M or any
successor or similar provision) and that the Fund or Adviser shall
promptly notify Company upon having a reasonable basis for believing
that any of the Portfolios has ceased to so qualify, or that they may
not qualify as such in the future; (ii) each of the Portfolios currently
does and will continue to invest, dispose of, and hold assets in
compliance with the requirements of Section 817(h) of the Code and
Treasury Regulations Section 1.817-5 and any amendments or other
modifications of successor provisions to such Section or Regulations,
including, but not limited to, the diversification requirement therein
(the "Tax Diversification Requirements") (without limiting the
foregoing, the Adviser will notify Company promptly after forming a
reasonable belief that a Portfolio has ceased to comply with the Tax
Diversification Requirements or might not so comply in the future, and
the Adviser shall cure any non-conformance within the period for cure
afforded under Treasury Regulation Section 1.817-5); and (iv) the
Adviser shall not take any action which would impact the treatment of
the Contracts as annuities under Section 72 of the Code.
5. Addition of Article XIV. The following is hereby added to the Agreement as
Article XIV.
ARTICLE XIV. CONFIDENTIALITY
14.1. Confidential Information. The parties acknowledge that, in
the performance of the Agreement, they may receive or have access to
information about customers and other proprietary information of the
other parties, including names, addresses, account balances, account
numbers, account activity, social security numbers, taxpayer
identification numbers, and financial and health information, as well
as all forms and types of financial, business, technical, or economic
information, whether tangible or intangible, and whether or how
stored, compiled, or memorialized physically, electronically,
graphically, photographically, or in writing ("Confidential
Information"). Confidential Information excludes information that
(1) is independently developed by a party without violating the
disclosing party's proprietary rights, (2) is or becomes publicly
known (other than through unauthorized disclosure), (3) is
intentionally disclosed by the owner of such information to a third
party free of any obligation of confidentiality, (4) is already known
by a party, as evidenced by the written records of that party, free
of an obligation of confidentiality other than pursuant to this
Agreement, or (5) is rightfully received by a party free of any
obligation of confidentiality.
14.2. Use. The parties may use Confidential Information only in
connection with this Agreement and may not disclose Confidential
Information to any other party except as permitted by the
▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, other applicable federal and state laws and
regulations regarding privacy, this Agreement or as otherwise agreed
to in writing by the parties hereto. The parties may disclose
Confidential Information to their respective employees and agents or
to third party vendors (1) who are involved in the issuance,
administration or maintenance of a customer's account or
(2) otherwise on a need-to-know basis, provided that, in each case,
they have first adequately apprised any such employee, agent, and or
third party vender to observe this confidentiality. In the case of
employees and/or agents, the party shall provide adequate training to
ensure this confidentiality. The parties will take reasonable steps
to protect the Confidential Information, applying at least the same
security measures and level of care as they employ to protect their
own Confidential Information. If a party is compelled by applicable
law to disclose any Confidential Information, the party so compelled
must promptly notify, in writing, the party whose Confidential
Information is being disclosed before disclosing such Confidential
Information so that such other party is afforded the opportunity to
seek relief from such disclosure or to limit the scope of the
disclosure.
14.3. Security. Each party shall comply with all federal, state,
and local law or regulation related to privacy, including Regulation
S-P of the SEC and Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act.
Broker/Dealer shall notify Distributor and Insurer promptly upon any
breach of Confidential Information. Each party shall maintain an
effective information security program to protect the Confidential
Information, which program includes administrative, technical, and
physical safeguards:
(a) to insure the security and confidentiality of Confidential
Information;
(b) to protect against any anticipated threats or hazards to the
security or integrity of such Confidential Information; and
(c) to protect against unauthorized access to or use of
Confidential Information which could result in substantial
harm or inconvenience to either party or other affiliates, or
to customers of any of them.
14.4. Injunctive Relief. The parties acknowledge that the
unauthorized disclosure of Confidential Information is likely to
cause irreparable injury to the disclosing party and that, in the
event of a violation or threatened violation of a party's obligations
hereunder, the disclosing party shall have no adequate remedy at law
and shall therefore be entitled to enforce each such obligation by
temporary or permanent injunctive or mandatory relief obtained in any
court of competent jurisdiction without the necessity of proving
damages, posting any bond or other security, and without prejudice to
any other rights and remedies which may be available at law or in
equity.
14.5. Information Received in Error. If Confidential Information,
which is not necessary for the purposes of this Agreement, is
received by one party from the other party in error, the other party
shall promptly return the original and destroy all copies of the same
and/or destroy or certify in writing to the requesting party that the
Confidential Information has been destroyed.
14.6. Use Upon Termination. At the termination of this Agreement,
or in the event a party makes a request for the return of their
Confidential Information, the other parties will promptly return the
original and all copies of same, or certify in writing to the
requesting party that the Confidential Information has been
destroyed, provided however, that each party shall retain
Confidential Information in its possession necessary to service its
customers. This Confidentiality provision shall survive the
termination of this Agreement.
6. Except as expressly supplemented, amended or consented to hereby, all the
representations, warranties, covenants, terms and provisions of the
Agreement shall remain in full force and effect.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on their behalf by duly authorized officers and such Amendment shall
become effective as of the date first above written.
AMERICAN GENERAL LIFE AIG CAPITAL SERVICES, INC.
INSURANCE COMPANY
By:
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By: Name:
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Name: Title:
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Title:
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ATTEST:
By:
ATTEST: ------------------------------
Name:
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By: Title:
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Name:
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Title:
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THE UNIVERSAL INSTITUTIONAL ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT
FUNDS, INC. MANAGEMENT INC.
By: By:
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Name: Name:
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Title: Title:
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DISTRIBUTION, INC.
By:
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Name:
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Title:
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SCHEDULE A
PORTFOLIOS OF THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
AVAILABLE FOR PURCHASE BY
AMERICAN GENERAL LIFE INSURANCE COMPANY
UNDER THIS AGREEMENT
UIF Core Plus Fixed Income Portfolio - Class I Shares
UIF Emerging Markets Equity Portfolio - Class I Shares
UIF Global Infrastructure Portfolio - Class II Shares
UIF Global Tactical Asset Allocation Portfolio (formerly International Magnum)
- Class I Shares
UIF Growth Portfolio (formerly Equity Growth) - Class I Shares
UIF U.S. Real Estate Portfolio - Class I Shares
SCHEDULE B
SEPARATE ACCOUNTS AND CONTRACTS
(as of September 4, 2014)
NAME OF SEPARATE ACCOUNT AND FORM NUMBERS AND NAMES OF
DATE ESTABLISHED BY BOARD OF DIRECTORS CONTRACTS FUNDED BY SEPARATE ACCOUNT
-------------------------------------- ------------------------------------
America General Life Insurance Company Contract Form Numbers:
Separate Account D 95020 Rev 896
Established: November 19, 1973 95021 Rev 896
Name of Contract:
Generations Combinations Fixed and Variable
Annuity Contract
Contract Form Numbers:
91010
91011
93020
93021
Name of Contract:
Variety Plus Combination Fixed and Variable
Annuity Contract
Contract Form Numbers:
74010
74011
76010
76011
80010
80011
81010
81011
83010
83011
Name of Contract: None
Contract Form Numbers: 98020
Name of Contract:
Platinum Investor Immediate Variable
Annuity
America General Life Insurance Company Contract Form Numbers:
Separate Account VL-R 97600
Established: May 6, 1997 97610
Name of Contract:
Platinum Investor I and Platinum Investor II -
Flexible Premium Variable Life Insurance
Policies
Contract Form Numbers:
98615
Name of Contract:
Legacy Plus - Flexible Premium Variable Life
Insurance Policies
Contract Form Numbers:
99301
Name of Contract:
Corporate America - Variable Life Insurance
Policies
Contract Form Numbers:
99206
Name of Contract:
Platinum Investor Survivor-Variable Life
Insurance Policies
Contract Form Numbers:
00600
Name of Contract:
Platinum Investor III-Flexible Premium
Variable Life Insurance Policies
Contract Form Numbers:
01206
Name of Contract:
Platinum Investor Survivor II-Flexible
Premium Variable Life Insurance Policies
Contract Form Numbers:
02600
Name of Contract:
Platinum Investor PLUS-Flexible Premium
Variable Life Insurance Policies
Contract Form Numbers:
03601
Name of Contract:
Platinum Investor FlexDirector-Flexible
Premium Variable Life Insurance Policies
Contract Form Numbers:
04604
Name of Contract:
Platinum Investor IV-Flexible Premium
Variable Life Insurance Policies
America General Life Insurance Company Contract Form Numbers:
Variable Separate Account AG-803 (7/13)
Established: June 25, 1981] Name of Contract:
Polaris Select Investor Variable Annuity