Exhibit (8)(d)(ii)
FIRST AMENDMENT
TO
PARTICIPATION AGREEMENT
AMONG
THE UNITED STATES LIFE INSURANCE COMPANY
IN THE CITY OF NEW YORK,
AMERICAN GENERAL SECURITIES INCORPORATED,
AMERICAN GENERAL SERIES PORTFOLIO COMPANY AND
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT ("Amendment") dated as of
_______________, 1999, amends the Participation Agreement dated as of July 1,
1999 (the "Agreement"), among THE UNITED STATES LIFE INSURANCE COMPANY IN THE
CITY OF NEW YORK (the "Company"), on its own behalf and on behalf of each
separate account of the Company set forth on Schedule B of the Agreement (the
----------
"Account"), AMERICAN GENERAL SECURITIES INCORPORATED ("AGSI"), AMERICAN GENERAL
SERIES PORTFOLIO COMPANY (the "Fund"), and THE VARIABLE ANNUITY LIFE INSURANCE
COMPANY (the "Adviser"), collectively, the "Parties." All capitalized terms not
otherwise defined in this Amendment, shall have the same meaning as ascribed in
the Agreement.
WHEREAS, from time to time, the Company will offer new Variable Insurance
Products and new Separate Accounts set forth on Schedule B of the Agreement
which are not covered under the Agreement, but for which the Fund, through the
Portfolios set forth on Schedule A of the Agreement will act as an investment
vehicle for the Company's Accounts; and
WHEREAS, the Company and the Adviser have reached an agreement to provide for
the reimbursement to the Company by the Adviser of certain of the administrative
costs and expenses incurred by the Company in connection with the servicing of
owners of Contracts covered under the Agreement, who have allocated Contract
values to a Portfolio, including, but not limited to, responding by the Company
to various Contract owner inquiries regarding a Portfolio, and record keeping
relating thereto; and
WHEREAS, the parties now desire to amend the Agreement to reflect, among other
things, (i) the new Variable Insurance Product for which the Fund will act as an
investment vehicle for the Accounts, (ii) the additional Accounts and Portfolios
of the Fund, which will act as investment vehicles for such Accounts, and (iii)
the agreement of the Parties with respect to the Adviser's reimbursement to the
Company of certain of the Company's administrative costs and expenses;
NOW, THEREFORE, in consideration of their mutual promises, the Parties agree as
follows:
1. Schedule B to the Agreement, a revised copy of which is attached hereto, is
----------
hereby amended to add the Platinum Investor Variable Life Insurance Policy.
2. Schedule A to the Agreement, a revised copy of which is attached hereto, is
----------
hereby amended to add additional Portfolios of the Fund to be offered through
the Company's Separate Accounts.
3. The Parties acknowledge that from time to time the Company will introduce
new Variable Insurance Products for which the Fund will act as an investment
vehicle for certain of the Company's Accounts. In this regard, the Parties
agree that the Company may, upon written notice to the other Parties, add
such new Variable Insurance Products and Separate Accounts of the Company to
Schedule B of the Agreement, and thereby amend Schedule B of the Agreement.
---------- ----------
4. The following new 3.2(e) paragraph is added to the Agreement:
"3.2. Expenses.
--------
. . . .
(e) Certain Administrative Expenses of the Company. The Adviser will
----------------------------------------------
reimburse the Company on a calendar quarterly basis, for certain of
the administrative costs and expenses incurred by the Company as a
result of operations necessitated by the beneficial ownership of
shares of the Portfolios of the Fund by owners of those Contracts
which are subject to such reimbursement as indicated on Schedule B
----------
hereto. Such reimbursement shall be in an amount equal to fifteen
(15) basis points per annum of the net assets of the Funds
attributable to such Contracts. The determination of applicable
assets shall be made by averaging assets in applicable Portfolios of
the Fund as of the last Business Day of each calendar month falling
within the applicable calendar quarter. In no event shall such fee be
paid by the Fund, its shareholders or by any Contract owner.
5. Except as amended hereby, the Agreement is hereby ratified and confirmed in
all respects.
IN WITNESS WHEREOF, the Parties hereto has caused this Agreement to be
executed in its name and on its behalf by its duly authorized representative
hereto as of the date specified above.
THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, on behalf of
itself and each of its Accounts named in Schedule B hereto, as amended from
----------
time to time.
By: ___________________________________
Name:
Title:
AMERICAN GENERAL SECURITIES INCORPORATED
By: ___________________________________
Name:
Title:
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By: ___________________________________
Name:
Title:
AMERICAN GENERAL SERIES PORTFOLIO COMPANY
By: ___________________________________
Name:
Title:
SCHEDULE A
----------
(As of _________________, 1999)
PORTFOLIOS OF AMERICAN GENERAL SERIES PORTFOLIO COMPANY
AVAILABLE FOR PURCHASE BY
THE UNITED STATES LIFE INSURANCE COMPANY
IN THE CITY OF NEW YORK
UNDER THIS AGREEMENT
Fund Name Separate Account
- --------- ----------------
Money Market Fund The United State Life Insurance Company
In the City of New York
Separate Account USL VA-R
Established: August 8, 1997
Money Market Fund The United States Life Insurance Company
MidCap Index Fund In the City of New York
International Equities Fund Separate Account USL VL-R
Stock Index Fund Established: August 8, 1997
SCHEDULE B
----------
SEPARATE ACCOUNTS AND CONTRACTS+
-------------------------------
(As of ___________________, 1999)
Name of Separate Account and Form Numbers and Names of Contracts Funded by
Date Established by Board of Directors Separate Account
- -------------------------------------- ----------------
The United States Life Insurance Company in Form No:
-------
The City of New York 98505N
Separate Account USL VA-R
Established: August 8, 1997 Name of Contract:
----------------
Select Reserve(SM) Flexible Payment Variable and Fixed
Individual Deferred Annuity
The United States Life Insurance Company in Form No:
-------
The City of New York 97600N
Separate Account USL VL-R
Established: August 8, 1997 Name of Contract:
----------------
Platinum Investor Flexible Payment Variable Life
Insurance Policies
+The parties hereto agree that this Schedule B may be revised and replaced as
----------
necessary to accurately reflect the Separate Accounts and Contracts covered
under this Agreement.