EXHIBIT 8(d)(3)
AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
AMONG
MFS VARIABLE INSURANCE TRUST,
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
AND
MASSACHUSETTS FINANCIAL SERVICES COMPANY
Amendment No. 1, dated as of November , 1996, by and among THE
AMERICAN FRANKLIN LIFE INSURANCE COMPANY (the "Company"), MFS VARIABLE INSURANCE
TRUST (the "Trust") and MASSACHUSETTS FINANCIAL SERVICES COMPANY ("MFS") to the
Participation Agreement, dated as of July 30, 1996, by and among the Company,
the Trust and MFS (the "Agreement"),
WHEREAS, the Company has entered or expects shortly to enter into a
servicing arrangement for the variable annuity contracts funded through Separate
Account VA-1; and
WHEREAS, the parties to the Agreement wish to amend the Agreement to
take into account the appropriate servicing arrangement;
NOW, THEREFORE, the parties do hereby agree to amend the Agreement as
follows:
1. Section 1.1 of the Agreement is hereby amended by (a) adding the
words "or its designee" after "the Company" in the second sentence of such
Section and (b) substituting "10:00 a.m." for "9:30 a.m." in the sixth line of
such Section.
2. Section 1.4 of the Agreement is hereby amended by (a) adding the
words "or its designee" after "the Company" in the second sentence of such
Section and (b) substituting "10:00 a.m." for "9:30 a.m." in the sixth line of
such Section.
3. Section 1.8 of the Agreement is hereby amended by adding the
words "or its designee" after "the Company" in the first and third sentences of
such Section.
4. Section 1.9 of the Agreement is hereby amended by adding the
words "or its designee" after "the Company" in the first, second, third and
fifth sentences of such Section.
5. Section 8.1 of the Agreement is hereby amended by (a) adding the
words "by the Company or its designee" after "breach" in the first line of
paragraph (d) of such Section, (b) adding the words "or its designee" after "the
Company" in the third line of paragraph (d) of such Section and (c) adding the
words "or its designee" after "the Company" in the first line of paragraph (e)
of such Section.
6. The Company hereby designates American General Life Insurance
Company, a Texas corporation, with respect to Separate Account VA-1, to give or
receive the following communications on its behalf and to perform or accept
performance of the following actions on its behalf pursuant to the Agreement, as
hereby amended: (a) the receipt of orders by the Company or its designee as
contemplated by Section 1.1 of the Agreement, as hereby amended; (b) the receipt
of requests for redemption by the Company or its designee as contemplated by
Section 1.4 of the Agreement, as hereby amended; (c) the furnishing of notice to
the Company or its designee of income, dividends or capital gain distributions
payable on the Trust's shares and of the number of shares issued as payment of
dividends and distributions as contemplated by Section 1.8 of the Agreement, as
hereby amended; (d) making available to the Company or its designee the net
asset value per share for each portfolio as contemplated by Section 1.9 of the
Agreement, as hereby amended; (e) furnishing to the Company or its designee
sales literature or other promotional material and expressing objection thereto
as contemplated by Section 4.3 of the Agreement, as hereby amended; (f) the
approval of sales literature or other promotional material by the Company or its
designee as contemplated by Section 4.4 of the Agreement, as hereby amended; and
(g) any other routine communication or action relating to the offer, sale and
redemption of shares of the Trust pursuant to the Agreement, as hereby amended.
7. Upon not less than thirty (30) days' prior written notice to the
Trust and MFS given as provided in the Agreement, the Company may appoint a
designee for any communication or action with respect to any Account (as defined
in the Agreement) or terminate the appointment of any designee for any
communication or action with respect to any Account for the purposes set forth
in Section 6 of this Amendment No. 1.
8. The Trust and MFS are fully authorized to receive from and
furnish to any such designee any communication and to perform for or accept
performance from any such designee any action contemplated in Section 6 of this
Amendment No. 1 and to rely upon any communication so received or furnished and
any
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action so performed as fully as though such communication had been furnished or
received by the Company or such action had been performed for or by the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 1 as of the date first above written.
THE AMERICAN FRANKLIN LIFE
INSURANCE COMPANY
By:
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Name:
Title:
MFS VARIABLE INSURANCE TRUST
By:
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Name:
Title:
MASSACHUSETTS FINANCIAL SERVICES
COMPANY
By:
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Name:
Title:
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