Exhibit H4A
AMENDED AND RESTATED FUND PARTICIPATION AGREEMENT
THIS AGREEMENT is executed as of December __, 2012, and effective as of
December __, 2012, by and among BLACKROCK VARIABLE SERIES FUNDS, INC. an
open-end management investment company organized as a Maryland corporation (the
"Fund"), BLACKROCK INVESTMENTS, LLC ("BRIL"), a broker-dealer registered as
such under the Securities Exchange Act of 1934, as amended (the "Underwriter"),
and the following life insurance companies organized under the laws of the
states or jurisdictions as indicated below, on behalf of the Company (as
defined below) and on behalf of each separate account of the Company set forth
on Schedule A, as may be amended from time to time (the "Separate Accounts"):
AMERICAN GENERAL LIFE INSURANCE COMPANY ("AGL") (Texas)
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE ("AGLD") (Delaware)
(formerly known as AIG Life Insurance Company)
(AGL and AGLD collectively referred to hereinafter as the "Company" and each
individually referred to as a "Company" in Article 3 when the context requires)
W I T N E S S E T H:
WHEREAS, the Fund has filed a registration statement with the Securities
and Exchange Commission ("SEC") to register itself as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and to register the offer and sale of its shares under the
Securities Act of 1933, as amended (the "1933 Act"); and
WHEREAS, the Fund desires to act as an investment vehicle for separate
accounts established for variable life insurance policies and variable annuity
contracts to be offered by insurance companies that have entered into
participation agreements with the Fund (the "Participating Insurance
Companies"); and
WHEREAS, the Underwriter is registered as a broker-dealer with the SEC
under the Securities Exchange Act of 1934, as amended (the "1934 Act"), is a
member in good standing of the Financial Industry Regulatory Authority
("FINRA") and acts as principal underwriter of the shares of the Fund; and
WHEREAS, the capital stock of the Fund is divided into several series of
shares, each series representing an interest in a particular managed portfolio
of securities and other assets; and
WHEREAS, the several series of shares of the Fund offered now or in the
future by the Fund to the Company and the Separate Accounts are set forth on
Schedule B attached hereto (each, a "Portfolio," and, collectively, the
"Portfolios"); and
WHEREAS, the Fund has received an order from the SEC granting
Participating Insurance Companies and their separate accounts exemptions from
the provisions of sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act, and
rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to
permit shares of the Fund to be sold to and held by variable annuity and
variable life insurance separate accounts of both affiliated and unaffiliated
life insurance companies (the "Shared Fund Exemptive Order"); and
WHEREAS, BlackRock Advisors, LLC ("BAL") is duly registered as an
investment adviser under the Investment Advisers Act of 1940, as amended, and
is the Funds' investment adviser; and
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WHEREAS, the Company has registered or will register under the 1933 Act
certain variable life insurance policies and/or variable annuity contracts
funded or to be funded through one or more of the Separate Accounts (the
"Contracts"), unless such Contracts are exempt from registration thereunder; and
WHEREAS, the Company also intends to offer certain Contracts as specified
on Schedule A which will not be registered under the 1933 Act or any other
federal or state securities law, and which will be sold only to qualified
investors as a private placement variable annuity contract or a private
placement variable life insurance policy; and
WHEREAS, the Company has registered or will register each Separate Account
as a unit investment trust under the 1940 Act, unless such Separate Account is
exempt from registration thereunder; and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in one or more of the
Portfolios (the "Shares") on behalf of the Separate Accounts to fund the
Contracts, and the Fund intends to sell such Shares to the relevant Separate
Accounts at such Shares' net asset value.
NOW, THEREFORE, in consideration of their mutual promises, the parties
agree as follows:
ARTICLE 1
SALE OF THE FUND SHARES
1.1 Subject to Section 1.3, the Fund shall make shares of the Portfolios
available to the Separate Accounts at the most recent net asset value provided
to the Company prior to receipt of such purchase order by the Fund (or the
Fund's transfer agent), in accordance with the operational procedures mutually
agreed to by the Fund and the Company from time to time and the provisions of
the then current prospectus of the Portfolios. Shares of a particular Portfolio
of the Fund shall be ordered in such quantities and at such times as determined
by the Company to be necessary to meet the requirements of the Contracts. The
Directors of the Fund (the "Directors") may refuse to sell shares of any
Portfolio to any person (including the Company and the Separate Accounts), or
suspend or terminate the offering of shares of any Portfolio, if such action is
required by law or by regulatory authorities having jurisdiction in their sole
discretion when acting in good faith and in light of their fiduciary duties
under federal law and any applicable state laws, if they deem such actions
necessary in the best interests of the shareholders of such Portfolio.
1.2 Subject to Section 1.3, the Fund will redeem any full or fractional
shares of any Portfolio when requested by the Company on behalf of a Separate
Account at the most recent net asset value provided to the Company prior to
receipt by the Fund (or the Fund's transfer agent) of the request for
redemption, as established in accordance with the operational procedures
mutually agreed to by the Fund and the Company from time to time and the
provisions of the then current prospectus of the Portfolios. The Fund shall
make payment for such shares in accordance with Section 1.4, but in no event
shall payment be delayed for a greater period than is permitted by the 1940 Act
(including any Rule or order of the SEC thereunder).
1.3 (a) The Company will not aggregate orders received from its Contract
holders after close of the New York Stock Exchange (generally, 4:00 p.m.
Eastern Time) ("Market Close") with orders received before Market Close, and
warrants that its internal control structure concerning the processing and
transmission of orders is suitably designed to prevent or detect on a timely
basis orders received after Market Close from being aggregated with orders
received before Market Close and to minimize errors that could result in late
transmission of orders. Orders received by Company
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before Market Close will receive that day's net asset value and Orders received
by Company after Market Close will receive the next day's net asset value.
(b) The Fund shall accept purchase and redemption orders resulting from
investment in and payments under the Contracts on each Business Day, provided
that such orders are received prior to 9:00 a.m. Eastern Time and reflect
instructions received by the Company from Contract holders in good order prior
to the time the net asset value of each Portfolio is priced in accordance with
the preceding paragraph and the Fund's prospectus on the prior Business Day.
"Business Day" shall mean any day on which the New York Stock Exchange is open
for trading and on which the Fund calculates its net asset value pursuant to
the rules of the SEC. Purchase and redemption orders shall be provided by the
Company in such written or electronic form (including, without limitation,
facsimile) as may be mutually acceptable to the Company and the Fund. The Fund
may reject purchase and redemption orders which are not in the form prescribed
in the Fund's prospectus or statement of additional information. In the event
that the Company and the Fund agree to use a form of written or electronic
communication which is not capable of recording the time, date and recipient of
any communication and confirming good transmission, the Company agrees that it
shall be responsible for confirming that any communication sent by the Company
was in fact received by the Fund or its designee, in proper form and in
accordance with the terms of this Agreement. The Fund and its agents or
designees shall be entitled to rely upon, and shall be fully protected from all
liability in acting upon, the instructions of the authorized individuals.
1.4 Purchase orders that are transmitted to the Fund or its designee in
accordance with Section 1.3 shall be paid for no later than the end of the
Business Day after the Fund or its designee receives notice of the order.
Payments shall be made in federal funds transmitted by wire. In the event that
the Company shall fail to pay in a timely manner for any purchase order validly
received by the Fund or its designee pursuant to Section 1.3, the Company shall
hold the Fund or its designee harmless from any losses reasonably sustained by
the Fund or its designee as the result of acting in reliance on such purchase
order. Redemption orders that are transmitted to the Fund or its designee in
accordance with Section 1.3 shall be paid for no later than the end of the
Business Day after the Fund receives notice of the order. Payments shall be
made in federal funds transmitted by wire. In the event that the Fund or its
designee shall fail to pay in a timely manner for any redemption order pursuant
to Section 1.3, the Fund or its designee shall hold the Company harmless from
any losses reasonably sustained by the Company as the result of acting in
reliance on such redemption order.
1.5 Issuance and transfer of shares of the Portfolios will be by book
entry only. Share certificates will not be issued to the Company or the
Separate Account. Shares ordered from the Fund will be recorded in the
appropriate title for each Separate Account or the appropriate sub-account of
each Separate Account.
1.6 The Fund or its designee shall furnish prompt written notice to the
Company of any income, dividends or capital gain distribution payable on
Shares. The Company hereby elects to receive all such income dividends and
capital gain distributions as are payable on a Portfolio's Shares in additional
Shares of that Portfolio. The Fund shall notify the Company in writing of the
number of Shares so issued as payment of such dividends and distributions.
1.7 The Fund shall make the net asset value per share for each Portfolio
available to the Company on a daily basis as soon as reasonably practical after
the net asset value per share is calculated and shall use its best efforts to
make such net asset value per share available by 7:00 p.m. Eastern Time. If the
Fund provides materially incorrect share net asset value information, it shall
make an adjustment to the number of shares purchased or redeemed for any
affected Separate Account to reflect the correct net asset value per share. Any
material error in the calculation or reporting of net asset value per share,
dividend or capital gains information shall be reported promptly in writing
upon discovery to the Company.
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1.8 The Company agrees that it will not take any action to operate a
Separate Account as a registered investment company under the 1940 Act without
the Fund's and the Underwriter's prior written consent.
1.9 The Fund agrees that its Shares will be sold only to Participating
Insurance Companies and their separate accounts. No Shares of any Portfolio
will be sold directly to the general public. The Company agrees that Shares
will be used only for the purposes of funding the Contracts and Separate
Accounts listed in Schedule A, as amended from time to time.
1.10 The Fund agrees that all Participating Insurance Companies shall
have the obligations and responsibilities regarding conflicts of interest
corresponding to those contained in Article 4 of this Agreement.
1.11 The Fund reserves the right to reject any purchase orders, including
exchanges, for any reason, including if the Fund, in its sole opinion, believes
the Company's Contract holder(s) is engaging in short-term or excessive trading
into and out of a Portfolio or otherwise engaging in trading that may be
disruptive to a Portfolio ("Market Timing"). The Company agrees to cooperate
with the Underwriter and the Fund to monitor for Market Timing by its Contract
holders, to provide such relevant information about Market Timers to the Fund
as it may reasonably request, including but not limited to such Contract
holder's identity, and to prevent Market Timing from occurring by or because of
Contract holders. Failure of the Fund to reject any purchase orders that might
be deemed to be Market Timing shall not constitute a waiver of the Fund's
rights under this section. Pursuant to Rule 22c-2 of the 1940 Act and on behalf
of the Fund, the Underwriter and the Company agree to comply with the terms
included in the Rule 22c-2 Agreement between BlackRock Distributors, Inc. and
AGLD and USL effective as of April 16, 2007, and in the Rule 22c-2 Agreement
between BlackRock Distributors, Inc. and AGL effective as of December __, 2012.
1.12 NSCC Fund/SERV system or Manual transactions:
Fund/SERV Transactions. If the parties choose to use the National
Securities Clearing Corporation's Mutual Fund Settlement, Entry and
Registration Verification ("Fund/SERV") system, any corrections to a Fund's
prices for the prior trade date will be submitted through the Mutual Fund
Profile with the correct prices and applicable date. If the corrections are
dated later than trade date plus one, a facsimile should be sent in addition to
the Mutual Fund Profile submission; or
Manual Transactions. If the parties choose not to use Fund/SERV, if
there are technical problems with Fund/SERV, or if the parties are not able to
transmit or receive information through Fund/SERV, any corrections to a Fund's
prices should be communicated by facsimile or by electronic transmission, and
will include for each day on which an adjustment has occurred the incorrect
Fund price, the correct price, and, to the extent communicated to Fund
shareholders, the reason for the adjustment.
Purchases and Redemption Orders; Settlement of Transactions and
Method of Communication.
Fund/SERV Transactions. If the parties choose to use Fund/SERV, the
following provisions shall apply:
The Company and the Fund or its designee will be bound by the rules of the
NSCC. Without limiting the generality of the following provisions of this
section, the Company and the Fund or its designee each will perform any and all
duties, functions, procedures and responsibilities assigned to
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it and as otherwise established by the NSCC applicable to Fund/SERV and the
Networking Matrix Level utilized.
Any information transmitted through NSCC's Networking system by any party
to the other and pursuant to this amendment will be accurate, complete, and in
the format prescribed by the NSCC. Each party will adopt, implement and
maintain procedures reasonably designed to ensure the accuracy of all
transmissions through Networking and to limit the access to, and the inputting
of data into, Networking to persons specifically authorized by such party.
On each Business Day, the Company shall aggregate and calculate the net
purchase and redemption orders for each Separate Account received by the
Company prior to the Close of Trading on each Business Day. The Company shall
communicate to the Fund or its designee for that Business Day, by Fund/SERV,
the net aggregate purchase or redemption orders (if any) for each Separate
Account received by the Close of Trading on such Business Day (the "Trade
Date") no later than 5:00 a.m. Eastern Time on the Business Day following the
Trade Date. All orders received by the Company after the Close of Trading on a
Business Day shall not be transmitted to NSCC prior to the following Business
Day. The Fund or its designee shall treat all trades communicated to the Fund
or its designee in accordance with this provision as if received prior to the
Close of Trading on the Trade Date.
All orders are subject to acceptance by the Fund or its designee and
become effective only upon confirmation by the Fund or its designee. Upon
confirmation, the Fund or its designee will verify total purchases and
redemptions and the closing share position for each Separate Account. In the
case of delayed settlement, the Fund or its designee shall make arrangements
for the settlement of redemptions by wire no later than the time permitted for
settlement of redemption orders by the Investment Company Act of 1940, as
amended (the "1940 Act"). Such wires should be sent to:
[ ]
ABA#:
Separate Account Title:
Separate Account No.:
Reference:
Manual Transactions. If the parties choose not to use Fund/SERV, if
there are technical problems with Fund/SERV, or if the parties are not able to
transmit or receive information through Fund/SERV, the following provisions
shall apply:
Next Day Transmission of Orders. On each Business Day, the Company
shall aggregate and calculate the net purchase and redemption orders for each
Separate Account received by the Company prior to the Close of Trading on such
Business Day. Prior to 8:30 a.m. Eastern Time (or such other time as may be
agreed by the parties from time to time) on the next following Business Day,
the Company shall communicate to the Fund or its designee by facsimile or, in
the Company's discretion, by telephone or any other method agreed upon by the
parties, the net aggregate purchase or redemption orders (if any) for each
Separate Account received by the Close of Trading on the prior Business Day
(the "Trade Date"). All orders communicated to the Fund or its designee by the
8:30 a.m. deadline (or such other time as may be agreed by the parties from
time to time) shall be treated by the Fund or its designee as if received prior
to the Close of Trading on the Trade Date.
Purchases. The Company will use its best efforts to transmit each
purchase order to the Fund or its designee in accordance with written
instructions previously provided by the Fund or its designee to the Company.
The Company will use its best efforts to initiate by wire transfer to BDI
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or its designee purchase amounts prior to 1:00 p.m. Eastern Time on the next
Business Day following the Trade Date.
Redemptions. With respect to redemption orders placed by the Company
by 8:30 a.m. Eastern Time (or such other time as may be agreed by the parties
from time to time) on the first Business Day following the Trade Date, the Fund
or its designee will use its best efforts to initiate by wire transfer to the
Company proceeds of such redemptions by 1:00 p.m. Eastern Time on the next
Business Day following the Trade Date.
Unless otherwise informed in writing, redemption wires should be
sent to:
[ ]
ABA#:
Separate Account Title:
Separate Account No.:
Reference:
ARTICLE 2
OBLIGATIONS OF THE PARTIES
2.1 The Fund shall prepare and be responsible for filing with the SEC
and any state securities regulators requiring such filing, all shareholder
reports, notices, proxy materials (or similar materials such as voting
instruction solicitation materials), prospectuses and statements of additional
information of the Fund required to be so filed. The Fund shall bear the costs
of registration and qualification of its Shares, preparation and filing of the
documents listed in this Section 2.1 and all taxes to which an issuer is
subject on the issuance and transfer of its Shares.
2.2 At least annually, the Underwriter or its designee shall provide the
Company, free of charge, with as many copies of the current prospectus
(describing only the Portfolios listed in Schedule B hereto) for the Shares as
the Company may reasonably request for distribution to existing Contract owners
whose Contracts are funded by such Shares. The Underwriter or its designee
shall provide the Company, at the Company's expense, with as many copies of the
current prospectus for the Shares as the Company may reasonably require for
distribution to prospective purchasers of Contracts. If requested by the
Company in lieu thereof, the Underwriter or its designee shall provide such
documentation (including a "camera ready" copy of the new prospectus as set in
type or, at the request of the Company, a diskette in the form sent to the
financial printer) and other assistance as is reasonably necessary in order for
the parties hereto once each year (or more frequently if the prospectus for the
Shares is supplemented or amended) to have the prospectus for the Shares
conform to the Company's Contract prospectuses or related materials; the
expenses of such printing to be borne by the Company. In the event that the
Company requests that the Underwriter or its designee provide the prospectus in
a "camera ready" or diskette format, the Underwriter shall be responsible
solely for providing the prospectus in the format in which it is accustomed to
formatting prospectuses and shall bear the expense of providing the prospectus
in such format, and the Company shall bear the expense of adjusting or changing
the format to conform with any of its Contract prospectuses or related
materials.
2.3 The prospectus for the Shares shall state that the statement of
additional information for the Shares is available from the Fund or its
designee. The Fund or its designee, at its expense, shall print and provide
such statement of additional information to the Company (or a master of such
statement suitable for duplication by the Company) for distribution to any
owner of a Contract funded by the Shares. The Fund or its designee, at the
Company's expense, shall print
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and provide such statement to the Company (or a master of such statement
suitable for duplication by the Company) for distribution to a prospective
purchaser who requests such statement.
2.4 The Underwriter or its designee shall provide the Company free of
charge copies, if and to the extent applicable to the Shares, of the Fund's
proxy materials, reports to shareholders and other communications to
shareholders in such quantity as the Company shall reasonably request for
distribution to Contract owners.
2.5 With respect to any prospectus, shareholder report or proxy
solicitation materials that concern solely the Fund and no other investment
vehicle funding the Separate Accounts, the Fund shall pay for the Company's
postage costs in connection with mailing such materials to existing Contract
owners. With respect to any prospectus, shareholder report or proxy
solicitation materials that concern the Fund together with other investment
vehicles funding the Separate Accounts, the Fund shall pay a proportionate
amount of the Company's postage costs, based on the percentage of such Separate
Account's overall assets that are invested in the Fund, in connection with
mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or
its designee, a copy of language that would be used in any prospectus or
private placement memorandum ("PPM") for the Contracts or statement of
additional information for the Contracts in which the Fund, the Underwriter or
BAL ("Fund Parties") is named prior to the filing of such document with the
SEC. Upon request, the Company shall furnish, or shall cause to be furnished,
to the Fund or its designee, each piece of sales literature or other
promotional material in which the Fund, the Underwriter or BAL is named, at
least ten Business Days prior to its use. No such prospectus or PPM, statement
of additional information or material shall be used if any of the Fund Parties
reasonably objects to such use.
2.7 At the reasonable request of the Fund or its designee, the Company
shall furnish, or shall cause to be furnished, as soon as practical, to the
Fund or its designee copies of the following reports:
(a) the Company's annual financial report (prepared under generally
accepted accounting principles, "GAAP", if any);
(b) the Company's quarterly statements, if any;
(c) any financial statement, proxy statement, notice or report of the
Company sent to policyholders; and
(d) any registration statement (without exhibits) and financial reports
of the Company filed with any state insurance regulator.
2.8 The Company shall not give any information or make any
representations or statements on behalf of the Fund or Underwriter or
concerning the Fund, the Underwriter or BAL in connection with the Contracts
other than information or representations contained in and accurately derived
from the registration statement or prospectus for the Shares (as such
registration statement and prospectus may be amended or supplemented from time
to time), reports of the Fund, Fund-sponsored proxy statements, or in sales
literature or other promotional material approved by the Fund or Underwriter,
except with the written permission of the Fund or Underwriter.
2.9 Neither the Fund nor the Underwriter shall give any information or
make any representations or statements on behalf of the Company or concerning
the Company, the Separate Accounts or the Contracts other than information or
representations contained in and accurately
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derived from the registration statements or Contract prospectuses (as such
registration statements or Contract prospectuses may by amended or supplemented
from time to time), except with the written permission of the Company.
2.10 The Company shall register and qualify the Contracts for sale to the
extent required by applicable law. The Company shall amend the registration
statement of the Contracts under the 1933 Act and registration statement for
each Separate Account under the 1940 Act from time to time as required in order
to effect the continuous offering of the Contracts or as may otherwise be
required by applicable law. The Company shall register and qualify the
Contracts for sale to the extent required by applicable securities laws and
insurance laws of the various states.
2.11 Solely with respect to Contracts and Separate Accounts that are
subject to the 1940 Act, so long as, and to the extent that the SEC interprets
the 1940 Act to require pass-through voting privileges for variable Contract
holders: (a) the Company will provide pass-through voting privileges to owners
of Contracts whose cash values are invested, through the Separate Accounts, in
Shares of the Fund; (b) the Fund shall require all Participating Insurance
Companies to calculate voting privileges in the same manner and the Company
shall be responsible for assuring that the Separate Accounts calculate voting
privileges in the manner established by the Fund; (c) with respect to each
Separate Account, the Company will vote Shares of the Fund held by the Separate
Account and for which no timely voting instructions from Contract or Contract
holders are received, as well as Shares held by the Separate Account that are
owned by the Company for their general accounts, in the same proportion as the
Company votes Shares held by the Separate Account for which timely voting
instructions are received from Contract owners; and (d) the Company and its
agents will in no way recommend or oppose or interfere with the solicitation of
proxies for Fund Shares held by Contract owners without the prior written
consent of the Fund, which consent may be withheld in the Fund's sole
discretion.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1 Each of the Companies represents and warrants that it is an
insurance company duly organized and in good standing under the laws of the
States of Texas and Delaware, as applicable, with full power, authority and
legal right to execute, deliver and perform its duties and comply with its
obligations under this Agreement and has established each Separate Account as a
separate account under such law and the Separate Accounts comply in all
material respects with all applicable federal and state laws and regulations.
3.2 (a) The Company represents and warrants that each Separate Account
either (i) has been registered or, prior to any issuance or sale of the
Contracts, will be registered as a unit investment trust under the 1940 Act or
(ii) has not been so registered in proper reliance upon an exemption from
registration under Section 3(c) of the 1940 Act and the Company will use its
best efforts to maintain such exemption and will notify the Fund immediately
upon having a reasonable basis for believing that such exemption no longer
applies or might not apply in the future.
(b) The Company represents and warrants that the Contracts (i) are
or, prior to any issuance or sale, will be registered as securities under the
1933 Act or (ii) will not be registered because they are properly exempt from
registration under Section 3(a)(2) of the 1933 Act or will be offered
exclusively in transactions that are properly exempt from registration under
Section 4(2) or Regulation D of the 1933 Act, in which case the Company will
make every effort to maintain such exemption and will notify the Fund
immediately upon having a reasonable basis for believing that such exemption no
longer applies or might not apply in the future. The Company further represents
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and warrants that the Contracts will be issued and sold in compliance in all
material respects with all applicable federal and state laws.
3.3 The Company represents and warrants that the Contracts are currently
and at the time of issuance will be treated as annuity contracts or life
insurance policies, whichever is appropriate, under applicable provisions of
the Internal Revenue Code of 1986, as amended ("Code"). The Company shall make
every effort to maintain such treatment and shall notify the Fund and the
Underwriter immediately upon having a reasonable basis for believing that the
Contracts have ceased to be so treated or that they might not be so treated in
the future.
3.4 The Fund represents and warrants that it is duly organized and
validly existing under the laws of the State of Maryland.
3.5 The Fund represents and warrants that the Fund Shares offered and
sold pursuant to this Agreement will be registered under the 1933 Act and the
Fund is registered under the ▇▇▇▇ ▇▇▇. The Fund shall amend its registration
statement under the 1933 Act and the 1940 Act from time to time as required in
order to effect the continuous offering of its shares. If the Fund determines
that notice filings are appropriate, the Fund shall use its best efforts to
make such notice filings in accordance with the laws of such jurisdictions
reasonably requested by the Company.
3.6 The Fund has adopted a Distribution Plan (the "Plan") with regard to
the Class II and Class III shares of each Portfolio, pursuant to Rule 12b-1
under the Investment Company Act. The Plan permits the Underwriter to pay to
each Insurance Company that enters into an agreement with the Underwriter to
provide distribution related services to Contract owners, a fee, at the end of
each month, of up to 0.15% of the net asset value of the Class II shares and up
to 0.25% of the net asset value of Class III shares of each Portfolio held by
such Insurance Company. The Company agrees to waive the payment of any such
distribution fee unless and until Underwriter has received such fees from the
Fund.
3.7 The Fund represents that it will comply and maintain each
Portfolio's compliance with the diversification requirements set forth in
Section 817(h) of the Code and Section 1.817-5 of the regulations under the
Code. The Fund will notify the Company immediately upon having a reasonable
basis for believing that a Portfolio has ceased to so comply or that a
Portfolio might not so comply in the future. In the event of a breach of this
Section 3.6 by the Fund, it will take all reasonable steps to adequately
diversify the Portfolio so as to achieve compliance within the grace period
afforded by Section 1.817-5 of the regulations under the Code.
3.8 The Fund represents and warrants that each Portfolio is currently
qualified as a regulated investment company ("RIC") under Subchapter M of the
Code, and represents that it will use its best efforts to qualify and to
maintain qualification of each Portfolio as a RIC. The Fund will notify the
Company immediately in writing upon having a reasonable basis for believing
that a Portfolio has ceased to so qualify or that it might not so qualify in
the future.
3.9 The Company hereby certifies that it has established and maintains
an anti-money laundering ("AML") program that includes written policies,
procedures and internal controls reasonably designed to identify its Contract
holders and has undertaken appropriate due diligence efforts to "know its
customers" in accordance with all applicable anti-money laundering regulations
in its jurisdiction including, but not limited to, the USA PATRIOT Act of ▇▇▇▇
(▇▇▇ "▇▇▇▇▇▇▇ ▇▇▇"). The Company further confirms that it will monitor for
suspicious activity in accordance with the requirements of the Patriot Act and
any other applicable regulations. The Company agrees to provide the Fund with
such information as it may reasonably request, including but not limited to,
the filling out of questionnaires, attestations and other documents, to enable
the Fund to fulfill its obligations under the Patriot Act, and, upon its
request, to file a notice pursuant to Section 314 of
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the Patriot Act and the implementing regulations related thereto to permit the
voluntary sharing of information between the parties hereto. Upon filing such a
notice the Company agrees to forward a copy to the Fund, and further agrees to
comply with all requirements under the Patriot Act and implementing regulations
concerning the use, disclosure, and security of any information that is shared.
3.10 The Company acknowledges and agrees that it is the responsibility of
the Company to determine investment restrictions under state insurance law
applicable to any Portfolio, and that the Fund shall bear no responsibility to
the Company, for any such determination or the correctness of such
determination. The Company has determined that the investment restrictions set
forth in the current Fund Prospectus are sufficient to comply with all
investment restrictions under state insurance laws that are currently
applicable to the Portfolios as a result of the Separate Accounts' investment
therein. The Company shall inform the Fund of any additional investment
restrictions imposed by state insurance law after the date of this agreement
that may become applicable to the Fund or any Portfolio from time to time as a
result of the Separate Accounts' investment therein. Upon receipt of any such
information from the Company, the Fund shall determine whether it is in the
best interests of shareholders to comply with any such restrictions. If the
Fund determines that it is not in the best interests of shareholders to comply
with a restriction determined to be applicable by the Company, the Fund shall
so inform the Company, and the Fund and the Company shall discuss alternative
accommodations in the circumstances.
3.11 The Company represents and warrants that each Separate Account is a
"segregated asset account" and that interests in each Separate Account are
offered exclusively through the purchase of or transfer into a "variable
contract," within the meaning of such terms under Section 817 of the Code and
the regulations thereunder. The Company will use its best efforts to continue
to meet such definitional requirements, and it will notify the Fund immediately
upon having a reasonable basis for believing that such requirements have ceased
to be met or that they might not be met in the future.
ARTICLE 4
POTENTIAL CONFLICTS
4.1 The parties acknowledge that the Fund's Shares may be made available
for investment to other Participating Insurance Companies. In such event, the
Directors of the Fund will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
Participating Insurance Companies. An irreconcilable material conflict may
arise for a variety of reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretative letter, or any similar action by insurance,
tax, or securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments of
any Portfolio are being managed; (e) a difference in voting instructions given
by variable annuity contract and variable life insurance contract owners; or
(f) a decision by an insurer to disregard the voting instructions of contract
owners. The Directors shall promptly inform the Company in writing if they
determine that an irreconcilable material conflict exists and the implications
thereof.
4.2 The Company agrees to promptly report any potential or existing
conflicts of which it is aware to the Directors. The Company will assist the
Directors in carrying out their responsibilities under the Shared Fund
Exemptive Order by providing the Directors with all information reasonably
necessary for them to consider any issues raised including, but not limited to,
information as to a decision by the Company to disregard Contract owner voting
instructions.
10
4.3 If it is determined by a majority of the Directors, or a majority of
the Fund's Directors who are not affiliated with the Adviser or the Underwriter
(the "Disinterested Directors"), that a material irreconcilable conflict exists
that affects the interests of Contract owners, the Company shall, in
cooperation with other Participating Insurance Companies whose contract owners
are also affected, at its expense and to the extent reasonably practicable (as
determined by the Directors) take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, which steps could include:
(a) withdrawing the assets allocable to some or all of the Separate Accounts
from the Fund or any Portfolio and reinvesting such assets in a different
investment medium, including (but not limited to) another Portfolio of the
Fund, or submitting the question of whether or not such segregation should be
implemented to a vote of all affected Contracts owners and, as appropriate,
segregating the assets of any appropriate group (i.e., annuity contract owners,
life insurance contract owners, or variable contract owners of one or more
Participating Insurance Companies) that votes in favor of such segregation, or
offering to the affected Contract owners the option of making such a change;
and (b) establishing a new registered management investment company or managed
separate account.
4.4 If a material irreconcilable conflict arises because of a decision
by the Company to disregard Contract owner voting instructions and that
decision represents a minority position or would preclude a majority vote, the
Company may be required, at the Fund's election, to withdraw the affected
Separate Account's investment in the Fund and terminate this Agreement with
respect to such Separate Account; provided, however, that such withdrawal and
termination shall be limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the Disinterested
Directors. Any such withdrawal and termination must take place within 30 days
after the Fund gives written notice that this provision is being implemented,
subject to applicable law but in any event consistent with the terms of the
Shared Fund Exemptive Order. Until the end of such 30 day period, the Fund
shall continue to accept and implement orders by the Company for the purchase
and redemption of Shares.
4.5 If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the Company will withdraw the
affected Separate Account's investment in the Fund and terminate this Agreement
with respect to such Separate Account within 30 days after the Fund informs the
Company in writing that it has determined that such decision has created an
irreconcilable material conflict; provided, however, that such withdrawal and
termination shall be limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the Disinterested
Directors. Until the end of such 30 day period, the Fund shall continue to
accept and implement orders by the Company for the purchase and redemption of
shares of the Fund.
4.6 For purposes of section 4.3 through 4.6 of this Agreement, a
majority of the Disinterested Directors shall determine whether any proposed
action adequately remedies any irreconcilable material conflict, but in no
event will the Company be required to establish a new funding medium for the
Contracts if an offer to do so has been declined by vote of a majority of
Contract owners materially adversely affected by the irreconcilable material
conflict. In the event that the Directors determine that any proposed action
does not adequately remedy any irreconcilable material conflict, then the
Company will withdraw the Separate Account's investment in the Fund and
terminate this Agreement within 30 days after the Directors inform the Company
in writing of the foregoing determination; provided, however, that such
withdrawal and termination shall be limited to the extent required by any such
material irreconcilable conflict as determined by a majority of the
Disinterested Directors.
11
4.7 Upon request, the Company shall submit to the Directors such
reports, materials or data as the Directors may reasonably request so that the
Directors may fully carry out the duties imposed upon them by the Shared Fund
Exemptive Order, and said reports, materials and data shall be submitted more
frequently if deemed appropriate by the Directors.
4.8 If and to the extent that (a) Rule 6e-2 and Rule 6e-3 (T) are
amended, or Rule 6e-3 is adopted, to provide exemptive relief from any
provision of the 1940 Act or the rules promulgated thereunder with respect to
mixed or shared funding (as defined in the application for the Shared Fund
Exemptive Order) on terms and conditions materially different from those
contained in the application for the Shared Fund Exemptive Order, or (b) the
Shared Fund Exemptive Order is granted on terms and conditions that differ from
those set forth in this Article 4, then the Fund and/or the Participating
Insurance Companies, as appropriate, shall take such steps as may be necessary
(a) to comply with Rules 6e-2 and 6e-3 (T), as amended, and Rule 6e-3, as
adopted, to the extent such rules are applicable, or (b) to conform this
Article 4 to the terms and conditions contained in the Shared Fund Exemptive
Order, as the case may be.
ARTICLE 5
INDEMNIFICATION
5.1 The Company agrees to indemnify and hold harmless the Fund Parties
and each of their respective Directors, officers, employees and agents and each
person, if any, who controls a Fund Party within the meaning of Section 15 of
the 1933 Act (collectively the "Indemnified Parties" for purposes of this
Article 5) against any and all losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of the Company) or expenses
(including the reasonable costs of investigating or defending any alleged loss,
claim, damage, liability or expense and reasonable legal counsel fees incurred
in connection therewith) (collectively, "Losses"), to which the Indemnified
Parties may become subject under any statute or regulation, or common law or
otherwise, insofar as such Losses:
(a) arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in the prospectuses for
the Contracts or in the Contracts themselves or in sales literature
generated or approved by the Company on behalf of the Contracts or
Separate Accounts (or any amendment or supplement to any of the foregoing)
(collectively, "Company Documents" for the purposes of this Article 5), or
arise out of or are based upon the omission or the alleged omission to
state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, provided that this
indemnity shall not apply as to any Indemnified Party if such statement or
omission or such alleged statement or omission was made in reliance upon
and was accurately derived from written information furnished to the
Company by or on behalf of the Fund or Underwriter for use in Company
Documents or otherwise for use in connection with the sale of the
Contracts or Shares; or
(b) arise out of or result from statements or representations
(other than statements or representations contained in and accurately
derived from Fund Documents as defined in Section 5.2(a)) or wrongful
conduct of the Company or persons under its control, with respect to the
sale or acquisition of the Contracts or Shares; or
(c) arise out of or result from any untrue statement or alleged
untrue statement of a material fact contained in Fund Documents as defined
in Section 5.2(a) or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading if
12
such statement or omission was made in reliance upon and accurately
derived from written information furnished to the Fund or Underwriter by
or on behalf of the Company; or
(d) arise out of or result from any failure by the Company to
provide the services or furnish the materials required under the terms of
this Agreement; or
(e) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this Agreement or
arise out of or result from any other material breach of this Agreement by
the Company.
5.2 The Underwriter and each Fund agree severally to indemnify and hold
harmless the Company and each of its directors, officers, employees and agents
and each person, if any, who controls the Company within the meaning of
Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for
purposes of this Article 5) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
the Fund Parties) or expenses (including the reasonable costs of investigating
or defending any alleged loss, claim, damage liability or expense and
reasonable legal counsel fees incurred in connection therewith) (collectively,
"Losses"), to which the Indemnified Parties may become subject under any
statute or regulation, or at common law or otherwise, insofar as such Losses:
(a) arise out of or are based upon any untrue statements or alleged
untrue statement of any material fact contained in the registration
statement or prospectus for the Fund (or any amendment or supplement
thereto) (collectively, "Fund Documents" for the purposes of this Article
5), or arise out of or are based upon the omission or the alleged omission
to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, provided that
this indemnity shall not apply as to any Indemnified Party if such
statement or omission or such alleged statement or omission was made in
reliance upon and was accurately derived from written information
furnished to the Fund Parties by or on behalf of the Company for use in
Fund Documents or otherwise for use in connection with the sale of the
Contracts or Shares; or
(b) arise out of or result from statements or representations
(other than statements or representations contained in and accurately
derived from Company Documents) or wrongful conduct of a Fund Party or
persons under its respective control, with respect to the sale or
acquisition of the Contracts or Shares; or
(c) arise out of or result from any untrue statement or alleged
untrue statement of a material fact contained in Company Documents or the
omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading if such statement or omission was made in reliance upon and
accurately derived from written information furnished to the Company by or
on behalf of the Fund Parties; or
(d) arise out of or result from any failure by the Underwriter or
the Fund to provide the services or furnish the materials required under
the terms of this Agreement; or
(e) arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter or the Fund in this
13
Agreement or arise out of or result from any other material breach of this
Agreement by the Underwriter or the Fund.
5.3 Neither the Company, the Underwriter nor the Fund shall be liable
under the indemnification provisions of Section 5.1 or 5.2, as applicable, with
respect to any Losses incurred or assessed against any Indemnified Party to the
extent such Losses arise out of or result from such Indemnified Party's willful
misfeasance, bad faith or gross negligence in the performance of such
Indemnified Party's duties or by reason of such Indemnified Party's reckless
disregard of obligations or duties under this Agreement.
5.4 Neither the Company, the Underwriter nor the Fund shall be liable
under the indemnification provisions of Section 5.1 or 5.2, as applicable, with
respect to any claim made against an Indemnified Party unless such Indemnified
Party shall have notified the other party in writing within a reasonable time
after the summons, or other first written notification, giving information of
the nature of the claim shall have been served upon or otherwise received by
such Indemnified Party (or after such Indemnified Party shall have received
notice of service upon or other notification to any designated agent), but
failure to notify the party against whom indemnification is sought of any such
claim shall not relieve that party from any liability which it may have to the
Indemnified Party in the absence of Sections 5.1 and 5.2.
In case any such action is brought against the Indemnified Parties, the
indemnifying party shall be entitled to participate, at its own expense, in the
defense of such action. The indemnifying party also shall be entitled to assume
the defense thereof, with counsel reasonably satisfactory to the party named in
such action. After notice from the indemnifying party to the Indemnified Party
of an election to assume such defense, the Indemnified Party shall bear the
fees and expenses of any additional counsel retained by it, and the
indemnifying party will not be liable to the Indemnified Party under this
Agreement for any legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than reasonable
costs of investigation.
ARTICLE 6
TERMINATION
6.1 This Agreement may be terminated by either party for any reason by
sixty (60) days' advance written notice delivered to the other party.
6.2 This Agreement may be terminated at the option of either the
Underwriter or the Fund upon institution of formal proceedings against the
Company by FINRA, the SEC, the insurance commission of any state or any other
regulatory body regarding the Company's duties under this Agreement or related
to the sale of the Contracts, the operation of the Separate Account, the
administration of the Contracts or the purchase of the Shares, or an expected
or anticipated ruling, judgment or outcome which would, in the Fund's or the
Underwriter's respective reasonable judgment, materially impair the Company's
ability to meet and perform the Company's obligations and duties hereunder.
6.3 This Agreement may be terminated at the option of the Fund or the
Underwriter if the Internal Revenue Service determines that the Contracts cease
to qualify as annuity contracts or life insurance policies, as applicable,
under the Code, or if the Fund or Underwriter reasonably believes that the
Contracts may fail to so qualify or if interests in an Separate Account under
the Contracts are not registered, where required, and, in all material
respects, are not issued or sold in accordance with any applicable federal or
state law.
14
6.4 This Agreement may be terminated by the Fund or the Underwriter, at
either's option, if either the Fund or the Underwriter shall determine, in its
sole judgment exercised in good faith, that either (1) the Company shall have
suffered a material adverse change in its business or financial condition,
(2) the Company shall have been the subject of material adverse publicity which
is likely to have a material adverse impact upon the business and operations of
either the Fund or the Underwriter, or (3) the Company breaches any obligation
under this Agreement in a material respect and such breach shall continue
unremedied for thirty (30) days after receipt by the Company of notice in
writing from the Fund or Underwriter of such breach.
6.5 This Agreement may be terminated at the option of the Company if
(A) the Internal Revenue Service determines that any Portfolio fails to qualify
as a RIC under the Code or fails to comply with the diversification
requirements of Section 817(h) of the Code and the Fund, upon written request
fails to provide reasonable assurance that it will take action to cure such
failure, or (B) the Company shall determine, in its sole judgment exercised in
good faith, that either (1) the Fund or the Underwriter shall have been the
subject of material adverse publicity which is likely to have a material
adverse impact upon the business and operations of the Company, or (2) the Fund
or Underwriter breaches any obligation under this Agreement in a material
respect and such breach shall continue unremedied for thirty (30) days after
receipt of notice in writing to the Fund or the Underwriter from the Company of
such breach.
6.6 Notwithstanding any termination of this Agreement, the Fund will,
upon the mutual agreement of the parties hereto, continue to make available
additional shares of the Fund pursuant to the terms and conditions of this
Agreement, for all existing Contracts in effect on the effective date of
termination of this Agreement (hereinafter referred to as "Existing
Contracts"). Specifically, without limitation, if the Fund and Underwriter so
agree to make additional Shares available, the owners of the Existing Contracts
will be permitted to reallocate investments in the Fund (as in effect on such
date), redeem investments in the Fund and/or invest in the Fund upon the making
of additional purchase payments under the Existing Contracts.
6.7 In the event of a termination of this Agreement pursuant to this
Article 6, the Fund and the Underwriter shall promptly notify the Company in
writing whether the Underwriter and the Fund will continue to make Shares
available after such termination; if the Underwriter and the Fund will continue
to make Shares so available, the provisions of this Agreement shall remain in
effect except for Section 6.1 and thereafter either the Fund, Underwriter or
the Company may terminate the Agreement as so continued pursuant to this
Section 6.7 upon prior written notice to the other parties, such notice to be
for a period that is reasonable under the circumstances but need not be greater
than six months.
6.8 The provisions of Article 5 shall survive the termination of this
Agreement, and the provisions of Articles 2 and 4 shall survive the termination
of this Agreement as long as shares of the Fund are held on behalf of Contract
owners in accordance with Section 6.7.
ARTICLE 7
NOTICES
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
15
To the Fund: With a copy to:
BlackRock Variable Series Funds, Inc. BlackRock, Inc.
Attention: ▇▇▇▇ ▇▇▇▇ Attn: U.S. Retail, Business
Analytics
General Counsel
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
To the Underwriter: With a copy to:
BlackRock Investments, LLC BlackRock Investments, LLC
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇, CCO
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to the Company:
American General Life Insurance Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇-▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: General Counsel
American General Life Insurance Company of Delaware
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇-▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: General Counsel
ARTICLE 8
MISCELLANEOUS
8.1 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.
8.2 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
8.3 If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.
8.4 This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of New York
without reference to the conflict of laws provisions thereof, and shall, to the
extent applicable, be subject to the provisions of the 1933, 1934, and 1940
Acts, and the rules, regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may grant and
the terms hereof shall be interpreted and construed in accordance therewith.
8.5 The parties to this Agreement acknowledge and agree that the Fund is
a Maryland corporation, and that all liabilities of the Fund arising, directly
or indirectly, under this Agreement, of any and every nature whatsoever, shall
be satisfied solely out of the assets of the relevant Portfolio(s) of the Fund
and that no Director, officer, agent or holder of Shares of the Fund shall be
personally liable for any such liabilities.
16
8.6 Each party shall cooperate with each other party and all appropriate
governmental authorities (including without limitation the SEC, FINRA and state
insurance regulators) and shall permit such authorities reasonable access to
its books and records in connection with any investigation or inquiry relating
to this Agreement or the transactions contemplated hereby.
8.7 The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, to which the parties hereto are entitled under state and
federal laws.
8.8 The parties to this Agreement acknowledge and agree that this
Agreement shall not be exclusive in any respect.
8.9 Neither this Agreement nor any rights or obligations hereunder may
be assigned by either party without the prior written approval of the other
parties.
It is anticipated that American General Life Insurance Company of Delaware
("AGLD"), a party to this Agreement, will be merging with and into American
General Life Insurance Company ("AGL"), the surviving company and also an
affiliate of AGLD and a party to this Agreement, on or about December 31, 2012
(the "Merger"). In contemplation of this Merger, it is affirmed and
acknowledged that upon occurrence of such event, the benefits of and the right
to enforce this Agreement shall accrue to AGL, the successor, without further
action on the part of any parties to this Agreement.
8.10 No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by all
parties.
8.11 Exhibits and Schedules; Entire Agreement
All Exhibits and Schedules to this Agreement, as they may be amended
from time to time, are by this reference incorporated into and made a part of
this Agreement. This Agreement (including the Exhibits and Schedules hereto),
constitute the entire agreement between the parties as to the subject matter
hereof and terminates and supersedes any and all agreements, representations
and warranties, written or oral, regarding such subject matter. Such prior
agreements are set forth in Schedule C to the best of the parties' knowledge
and belief, but the parties acknowledge that Schedule C may not contain a
complete list.
17
IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Fund Participation Agreement by their duly authorized
officers.
BLACKROCK VARIABLE SERIES FUNDS, INC.
By:
--------------------------
Name:
--------------------------
Title:
--------------------------
BLACKROCK INVESTMENTS, LLC
By:
--------------------------
Name:
--------------------------
Title:
--------------------------
AGREED AND ACCEPTED:
BLACKROCK ADVISORS, LLC
By:
--------------------------
Name:
--------------------------
Title:
--------------------------
18
AMERICAN GENERAL LIFE INSURANCE COMPANY
ATTEST:
By: By:
------------------------------- ------------------------------
Name: Name:
------------------------------- ------------------------------
Title: Title:
------------------------------- ------------------------------
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: By:
------------------------------- ------------------------------
Name: Name:
------------------------------- ------------------------------
Title: Title:
------------------------------- ------------------------------
19
SCHEDULE A
Separate Accounts of American General Life Insurance Company and American
General Life Insurance Company of Delaware participating in Portfolios of
BlackRock Variable Series Funds, Inc.
Type of Insurance
Product Registration Address Product Separate Account
----------------- -------------------- ----------------- ----------------
Variable Universal Life AMERICAN GENERAL AGLD Executive II
(VUL) LIFE INSURANCE Advantage VUL
COMPANY OF
DELAWARE (AGLD)
Private Placement AMERICAN GENERAL AGL American VL-U LIS
LIFE INSURANCE General
COMPANY (AGL) Signature II-A
AMERICAN GENERAL AGL American VL-U LIS
LIFE INSURANCE General
COMPANY (AGL) Signature II-B
AMERICAN GENERAL AGL American VL-U LIS
LIFE INSURANCE General
COMPANY (AGL) Signature II-X
AMERICAN GENERAL AGL American VL-U LIS
LIFE INSURANCE General
COMPANY (AGL) Signature II-Y
Variable Annuity (VA) AMERICAN GENERAL AGLD Trilogy VA I
LIFE INSURANCE
COMPANY OF
DELAWARE
Private Placement AMERICAN GENERAL AGLD Var Acct IV IV
LIFE INSURANCE Private Placement
COMPANY OF Variable Life
DELAWARE (AGLD)
AMERICAN GENERAL AGLD Var Acct 7 7
LIFE INSURANCE Private Placement
COMPANY OF Variable Life
DELAWARE
AMERICAN GENERAL AGLD Var Acct 9 9
LIFE INSURANCE Private Placement
COMPANY OF Variable Life
DELAWARE
AMERICAN GENERAL AGLD Var Acct 10 10
LIFE INSURANCE Private Placement
COMPANY OF Variable Life
DELAWARE
AMERICAN GENERAL AGLD Var Acct 101 101
LIFE INSURANCE Premier Private
COMPANY OF Placement
DELAWARE Variable Life
AMERICAN GENERAL AGLD Var Acct 102 102
LIFE INSURANCE Premier Private
COMPANY OF Placement VA
DELAWARE AGLD Var Acct 104 104
AMERICAN GENERAL Premier Private
LIFE INSURANCE Placement VA
COMPANY OF
DELAWARE
AMERICAN GENERAL AGLD Var Acct 105 105
LIFE INSURANCE Premier Private
COMPANY OF Placement VUL
DELAWARE
AMERICAN GENERAL AGLD Var Acct 106 106
LIFE INSURANCE Private Placement
COMPANY OF Variable Annuity
DELAWARE
AMERICAN GENERAL AGLD Var Acct 107 107
LIFE INSURANCE Group Private
COMPANY OF Placement VA
DELAWARE
SCHEDULE B
Portfolios of BlackRock Variable Series Funds, Inc. now or in the future
available to Separate Accounts of American General Life Insurance Company and
American General Life Insurance Company of Delaware including, but not limited
to:
FUND NAME CLASS CUSIP TICKER
-----------------------------------------------------------------------
BlackRock Balanced Capital V.I. Fund I ▇▇▇▇▇▇▇▇▇ AMBLI
BlackRock Basic Value V.I. Fund I ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
BlackRock Basic Value V.I. Fund II ▇▇▇▇▇▇▇▇▇ BAVII
BlackRock Basic Value V.I. Fund III ▇▇▇▇▇▇▇▇▇ BVIII
BlackRock Capital Appreciation V.I. Fund I ▇▇▇▇▇▇▇▇▇ FDGRI
BlackRock Capital Appreciation ▇.▇. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
BlackRock Equity Dividend V.I. Fund I ▇▇▇▇▇▇▇▇▇ UTTLI
BlackRock Equity Dividend V.I. Fund III ▇▇▇▇▇▇▇▇▇ UTIII
BlackRock Global Allocation V.I. Fund I ▇▇▇▇▇▇▇▇▇ GLALI
BlackRock Global Allocation ▇.▇. ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
BlackRock Global Allocation V.I. Fund III ▇▇▇▇▇▇▇▇▇ GAIII
BlackRock Global Opportunities V.I. Fund I ▇▇▇▇▇▇▇▇▇ GLGRI
BlackRock Global Opportunities ▇.▇. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
BlackRock High Yield V.I. Fund I ▇▇▇▇▇▇▇▇▇ HICUI
BlackRock International V.I. Fund I ▇▇▇▇▇▇▇▇▇ IVVVI
BlackRock Large Cap Core V.I. Fund I ▇▇▇▇▇▇▇▇▇ LGCCI
BlackRock Large Cap Core V.I. Fund II ▇▇▇▇▇▇▇▇▇ LGCII
BlackRock Large Cap Core ▇.▇. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ LCIII
BlackRock Large Cap Growth V.I. Fund I ▇▇▇▇▇▇▇▇▇ LGGGI
BlackRock Large Cap Growth ▇.▇. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
BlackRock Large Cap Value V.I. Fund I ▇▇▇▇▇▇▇▇▇ LCATT
BlackRock Large Cap Value V.I. Fund II ▇▇▇▇▇▇▇▇▇ LCBTT
BlackRock Large Cap Value V.I. Fund III ▇▇▇▇▇▇▇▇▇ LVIII
BlackRock Money Market V.I. Fund I ▇▇▇▇▇▇▇▇▇ DMMKI
BlackRock S&P 500 Index V.I. Fund I ▇▇▇▇▇▇▇▇▇ IDXVI
BlackRock S&P 500 Index V.I. Fund II ▇▇▇▇▇▇▇▇▇ IXVII
BlackRock Total Return V.I. Fund I ▇▇▇▇▇▇▇▇▇ CRBDI
BlackRock Total Return V.I. Fund III ▇▇▇▇▇▇▇▇▇ CBIII
BlackRock U.S. Government Bond V.I. Fund I ▇▇▇▇▇▇▇▇▇ GVBDI
BlackRock Value Opportunities V.I. Fund I ▇▇▇▇▇▇▇▇▇ SMCPI
BlackRock Value Opportunities V.I. Fund II ▇▇▇▇▇▇▇▇▇ SMCII
BlackRock Value Opportunities V.I. Fund III ▇▇▇▇▇▇▇▇▇ SCIII
BlackRock High Yield V.I. Fund III ▇▇▇▇▇▇▇▇▇ HCIII
BlackRock U.S. Government Bond ▇.▇. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
SCHEDULE C
ADMINISTRATIVE
PARTICIPATION AGREEMENT SERVICES AGREEMENT
COMPANY FUND COMPANY DATE DATE
------- ------------------------------- ----------------------- ------------------
AGL Mercury Asset Management V.I. 09/01/99 None Located
Funds, Inc.; Princeton Funds
Distributor, Inc.
AGL ▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Series 09/01/99 09/01/99
Funds, Inc.; Princeton Funds
Distributor, Inc.
AGL Hotchkis and Wiley Variable 09/30/99 None Located
Trust; Princeton Funds
Distributor, Inc.
AGL ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset None Located No date
Management; AIG Life
Insurance Co.
AGLD BlackRock Variable Series 5/1/12 5/1/12
Funds, Inc.; BlackRock
Investments; BlackRock
Advisors, LLC (Amendment)
AGLD ▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Series 11/14/97 06/04/98
Funds, Inc.
AGLD Mercury Asset Management V.I. 04/30/99 None Located
Funds, Inc.
AGLD Hotchkis and Wiley Variable 04/30/99 05/01/99
Trust; Hotchkis and Wiley
AGLD ▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Series 05/01/00 None Located
Funds, Inc.; Princeton Funds
Distributor, Inc.
AGLD ▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Series 06/09/03 07/01/03
Funds, Inc.; FAM Distributors,
Inc.