Exhibit 8(b)(2)
FIRST AMENDMENT TO PARTICIPATION AGREEMENT AMONG
ARIEL INVESTMENT TRUST, ARIEL DISTRIBUTORS, INC. AND THE VARIABLE
ANNUITY LIFE INSURANCE COMPANY
THIS AMENDMENT, effective as of the first day of October 2004, by and
between Ariel Investment Trust, a Massachusetts business trust ("Fund), Ariel
Distributors, Inc., an Illinois Corporation ("Underwriter"), and The Variable
Annuity Life Insurance Company ("Company");
WITNESSETH
WHEREAS, the Underwriter, the Fund and the Company heretofore entered
into a participation agreement dated November 1, 2000 (the "Agreement");
WHEREAS, the Underwriter, the Fund and the Company now wish to amend
the Agreement;
NOW THEREFORE, in consideration of the above premises, the Underwriter,
the Fund and the Company hereby agree as follows:
1. Restating Section l.l(a) in its entirety as follows:
The Fund agrees to make available to the Company those shares of the Fund
which each Account orders, executing such orders on a daily basis at the net
asset value next computed after receipt by the Fund or its designee of the
order for the shares of the Fund. For purposes of this Section 1.1, the Company
shall be the designee of the Fund for receipt of such orders from each Account
and receipt by such designee shall constitute receipt by the Fund; provided
that such orders are received by the Company during days the securities markets
are open, before the earlier of 4:00pm ET or the close of the New York Stock
Exchange (NYSE) and that the Fund receives notice of such orders by !0:15am
Eastern Time on the next following Business Day. "Business Day" shall mean any
day on which the NYSE is open for trading and on which the Fund calculates its
net asset value pursuant to the rules of the SEC. The Company is aware of, and
has established procedures that are reasonably designed to complement, (i) the
Fund's policy against market timing, and any limitations on round trips, all as
set forth in the Fund's most current Prospectus and Statement of Additional
Information; and (ii) all applicable federal (including federal agencies such
as the Securities and Exchange Commission and the Department of the Treasury),
state and self-regulatory organization ("SROs") laws, rules and regulations,
including but not limited to those regulations in respect to pricing,
redemption fees, short-term trading in Fund Shares, anti-money laundering and
customer identification. In addition, the Company's internal systems for
processing and transmitting orders are designed to prevent orders received at
or after close of the NYSE from being aggregated with orders received before
the close of the NYSE and to prevent "market timing" transactions in violation
of the requirements of the Fund set forth in its prospectus.
2. Amending Article X as follows:
If to the Fund:
000 Xxxx Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx,XX 60601
Attn: Xxxxxxxxx X. Xxxxxx
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If to the Underwriter:
000 Xxxx Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxxxx X. Xxxxxx
3. All other terms and conditions contained in the Agreement remain the same.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year written above.
THE VARIABLE ANNUITY LIFE ARIEL INVESTMENT TRUST
INSURANCE COMPANY
By: /s/ XXXXXX X. XXXXXX By: /s/ XXXXXXXXX XXXXXX
----------------------- -----------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxxxx Xxxxxx
Title: Senior Vice President Title: Vice President
Date: 12-22-04 Date: 1-11-05
ARIEL DISTRIBUTORS, INC.
By: /s/ XXXXXXXXX XXXXXX
-----------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: President
Date: 1-11-05
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