EXHIBIT (h)(3)(c)
AMENDMENT NO. 3 TO SHARHOLDER SERVICES AGREEMENT
REGARDING INSURANCE COMPANY PRINTING/DISTRIBUTION
OF FUND MATERIALS
THIS AMENDMENT NO. 3 ("Amendment") is effective April 1, 2016, by and
between AMERICAN GENERAL LIFE INSURANCE COMPANY (the "Company"), AMERICAN
CENTURY INVESTMENT SERVICES, INC. ("Distributor") and AMERICAN CENTURY
SERVICES, LLC ("Transfer Agent" and collectively with Distributor, "American
Century").
WHEREAS, the Company and Distributor are parties to a Shareholder Services
Agreement dated February 1, 2000, as amended, (the "Agreement"), pursuant to
which shares of certain registered investment companies within the American
Century Investments mutual fund complex (the "Funds") are made available to act
as investment vehicles for separate accounts established for variable life
insurance policies and/or variable annuity contracts offered by insurance
companies for registered products, including the Company;
WHEREAS, American Century Services, LLC is the transfer agent for the Funds
and the Distributor wishes to add the transfer agent as a party to the
Agreement and the Company wishes to consent to the addition of such party to
the Agreement;
WHEREAS, the parties have agreed to amend the Agreement to modify the terms
regarding the printing and distribution of Fund prospectuses, shareholder
reports and other related Fund materials (the "Fund Materials") and the
reimbursement of out-of-pocket expenses related thereto;
WHEREAS, the parties now desire to modify the Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:
1. Schedule A. Schedule A attached hereto, which sets forth the responsible
parties for printing and distribution of Fund Materials and the payment of
related out-of-pocket expenses, is hereby added to the Agreement
2. Ratification and Confirmation of Agreement. The parties hereby agree that
all previous agreements or other arrangements between the parties regarding the
printing, distribution and reimbursement of expenses related to Fund Materials,
whether included in the Agreement or otherwise, are hereby superseded by this
Amendment. In the event of a conflict between the terms of this Amendment and
the Agreement, it is the intention of the parties that the terms of this
Amendment shall control and the Agreement shall be interpreted on that basis.
To the extent the provisions of the Agreement have not been amended by this
Amendment, the parties hereby confirm and ratify the Agreement.
3. Transfer Agent. American Century Services, LLC, transfer agent, shall be
added as a party to the Agreement.
4. Counterparts. This Amendment may be executed in two or more counterparts,
each of which shall be an original and all of which together shall constitute
one instrument.
5. Full Force and Effect. Except as expressly supplemented, amended or
consented to hereby, all of the representations, warranties, terms, covenants
and conditions of the Agreement shall remain unamended and shall continue to be
in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first above written.
AMERICAN CENTURY AMERICAN CENTURY INVESTMENT
SERVICES, LLC SERVICES, INC.
By: By:
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Name: Name:
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Title: Title:
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AMERICAN GENERAL LIFE INSURANCE COMPANY
By:
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Name:
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Title:
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SCHEDULE A
EXPENSES
The Distributor and the Company will coordinate the functions related to Fund
Materials and pay the costs of completing these functions based upon an
allocation of costs in the tables below.
To the extent Fund Materials are bundled with materials of other funds offered
by Company, costs shall be allocated to reflect the Distributor's share of the
total costs determined according to the number of pages of the Fund's
respective portions of the documents. Notwithstanding anything to the contrary,
the parties agree that to the extent that Distributor reimburses Company for
printing or delivery costs incurred with respect to the distribution of Fund
Materials, Distributor will only be responsible for reimbursing commercially
reasonable expenses incurred by the Company. Distributor shall not be
responsible for reimbursing expenses that are excessive or unnecessary based on
available industry standards.
Company shall send invoices for such expense to the Distributor within 90 days
of the event, along with such other supporting data as may be reasonably
requested. The invoice will reference the applicable Item and Function, along
with the Distributor's number of pages printed. The Company invoices should be
sent to the following email message group:
xxxx_xxxxxxx_xxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx. Fees will be payable within 45
days of receipt of the invoice, as long as such supporting data defines the
appropriate expenses.
PARTY
PARTY RESPONSIBLE RESPONSIBLE FOR
ITEM FUNCTION FOR COORDINATION EXPENSE
-------------------- --------------------------- ------------------ -----------------
Mutual Fund Distributor shall supply Distributor and/or Distributor will
Prospectus and, if the Company with such Company pay for printing
applicable, Summary numbers of the Designated and delivering
Prospectus Portfolio(s) prospectus(es) (including
as the Company may postage) copies
reasonably request and/or to existing
provide the Company with Contract owners
a print ready PDF of the who allocate
Designated Portfolio(s) contract value to
prospectus(es) for printing any Designated
and expense Portfolio.
reimbursement
Product Prospectus Printing, Filing and Company Company will
Distribution pay printing and
delivery.
PARTY
PARTY RESPONSIBLE RESPONSIBLE FOR
ITEM FUNCTION FOR COORDINATION EXPENSE
-------------------- --------------------------- ---------------------- -----------------
Mutual Fund Fund, Distributor or Fund's Fund and/or Distributor will
Prospectus and, if adviser shall supply the Company pay for printing
applicable, Summary Company with such and delivering
Prospectus Update & numbers of the Designated (including
Distribution Portfolio(s) prospectus postage) to
(Supplements) supplements as the existing Contract
Company may reasonably owners who
request and/or provide the allocate contract
Company with a print value to any
ready PDF of the Designated
Designated Portfolio(s) Portfolio.
prospectus supplements for
printing and expense
reimbursement
Product Prospectus If Required by Fund or Company Distributor
Update & Distributor
Distribution
(Supplements)
If Required by the Company Company
Company
Mutual Fund SAI Printing Distributor Distributor
Distribution Company Company
Product SAI Printing & Distribution Company Company
Proxy Material for Printing Distributor or a proxy Distributor
Mutual Fund: solicitation firm
chosen by the Fund
Distribution (including Company or a proxy Distributor
labor and postage) solicitation firm
chosen by the Fund
Mutual Fund Annual Fund, Distributor or Fund's Company Distributor will
& Semi-Annual adviser shall supply the pay for printing
Report Company with such and delivering
numbers as the Company (including
may reasonably request postage) copies
and/or provide the to existing
Company with a print Contract owners
ready PDF for printing and who allocate
expense reimbursement contract value to
any Designated
PARTY
PARTY RESPONSIBLE RESPONSIBLE FOR
ITEM FUNCTION FOR COORDINATION EXPENSE
----------------------- ----------------------------- ------------------- ---------------
Portfolio.
Other communication If Required by the Fund or Company Distributor
to Prospective clients Distributor
If Required by the Company Company
Company
Other communication Distribution (including Company Distributor
to existing Contract labor and printing) if
owners required by the Fund or
Distributor
Distribution (including Company Company
labor and printing) if
required by the Company
Operations of the All operations and related Fund or Distributor Fund or Fund's
Fund expenses, including the adviser
cost of registration and
qualification of shares,
taxes on the issuance or
transfer of shares, cost of
management of the
business affairs of the
Fund, and expenses paid or
assumed by the Fund
pursuant to any Rule 12b-1
plan
Operations of the Federal registration of units Company Company
Account of separate account (24f-2
fees)
