EXHIBIT (h)(5)(b)
[LOGO] American General
Life Companies
November ___, 2010
Fidelity Variable Insurance Products Fund I, II, III and V
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: (1) Participation Agreement dated May 1, 1995 among American
International Life Assurance Company of New York ("AI Life"),
Variable Insurance Products Fund, and Fidelity Distributors
Corporation ("Fidelity VIP I Participation Agreement")
(2) Participation Agreement dated February 2, 1998 among AI Life,
Variable Insurance Products Fund II, and Fidelity Distributors
Corporation ("Fidelity VIP II Participation Agreement")
(3) Participation Agreement dated January 1, 2001 among AI Life,
Variable Insurance Products Fund III, and Fidelity
Distributors Corporation ("Fidelity VIP III Participation
Agreement")
(4) Sub-License Agreement dated January 1, 2001 between AI Life
and Fidelity Distributors Corporation ("Sub-License
Agreement")
(5) Information Sharing and Restricted Trading Agreement dated
April 16, 2007 between Fidelity Distributors Corporation and
AI Life ("Rule 22c-2 Agreement") (Fidelity VIP I Participation
Agreement, Fidelity VIP II Participation Agreement, Fidelity
VIP III Participation Agreement, Sub-License 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 Section 12.8 of the Fidelity VIP I Participation Agreement,
Fidelity VIP II Participation Agreement and Fidelity VIP III Participation
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.
AMERICAN GENERAL LIFE COMPANIES, LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇-▇▇ . Houston, TX 77019
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 and
AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK
ATTEST:
By: By:
---------------------------------- ----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President Assistant Secretary
THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK
ATTEST:
By: By:
---------------------------------- ----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President Assistant Secretary
Consented to, Acknowledged and Agreed:
FIDELITY DISTRIBUTORS CORPORATION
By:
----------------------------------
Name:
Title:
VARIABLE INSURANCE PRODUCTS FUND
By:
----------------------------------
Name:
Title:
VARIABLE INSURANCE PRODUCTS FUND II
By:
----------------------------------
Name:
Title:
VARIABLE INSURANCE PRODUCTS FUND III
By:
----------------------------------
Name:
Title:
VARIABLE INSURANCE PRODUCTS FUND V
By:
----------------------------------
Name:
Title:
