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ITEM 23(h)(10)
AMENDMENT TO FUND PARTICIPATION AGREEMENT
EFFECTIVE AS OF JANUARY 1, 2000
AMONG AMERICAN GENERAL ANNUITY INSURANCE COMPANY,
ONE GROUP INVESTMENT TRUST,
BANC ONE INVESTMENT ADVISORS CORPORATION,
AND ONE GROUP ADMINISTRATIVE SERVICES, INC.
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AMENDMENT TO FUND PARTICIPATION AGREEMENT
This Amendment to the Fund Participation Agreement is made effective as
of January 1, 2000 among American General Annuity Insurance Company (the
"Company"), One Group(R) Investment Trust (the "Trust"), Banc One Investment
Advisors Corporation (the "Adviser"), and One Group Administrative Services,
Inc., a Delaware corporation (the "Services Company").
BACKGROUND INFORMATION
1. The Trust, the Company, Nationwide Advisory Services, Inc., Nationwide
Investors Services, Inc. ("Nationwide Investors"), and the Adviser entered
into a Fund Participation Agreement effective as of August 2, 1999 (the
"Participation Agreement") in order to permit the Company to utilize the
Trust as an investment vehicle for certain variable insurance products;
2. Effective January 1, 2000, Nationwide Advisory Services, Inc. and
Nationwide Investors will no longer serve as administrator and transfer
agent, respectively to the Trust; and
3. In order to reflect the replacement of Nationwide Advisory Services, Inc.
and Nationwide Investors and the appointment of the Services Company as
administrator, the parties wish to amend the Participation Agreement.
STATEMENT OF AGREEMENT
The parties hereby acknowledge the accuracy of the foregoing Background
Information and hereby agree as follows:
Section 1. DEFINITION OF TERMS. Unless otherwise defined herein, all
capitalized terms shall have the meaning ascribed to them in the Participation
Agreement.
Section 2. AMENDMENT TO REFLECT THE APPOINTMENT OF THE SERVICES COMPANY
AS ADMINISTRATOR. In order to reflect the replacement of Nationwide Advisory
Services, Inc. as administrator by the Services Company, all references to
"Nationwide Advisory Services, Inc." in the Participation Agreement are hereby
changed to "One Group Administrative Services, Inc." By execution of this
Amendment, the Services Company agrees to be bound by and perform the duties and
obligations specified for the Administrator in the Participation Agreement
effective January 1, 2000. Notwithstanding the foregoing, the Services Company
shall not be liable for losses, claims, damages, liabilities or litigation
arising from the acts or omissions of Nationwide Advisory Services, Inc.
Section 3. AMENDMENT TO REFLECT THE REPLACEMENT OF NATIONWIDE
INVESTORS. In order to reflect that Nationwide Investors no longer provides
transfer agency services to the Trust, all references to "Nationwide Investors
Services, Inc." and "Transfer Agent" shall be deleted from the Participation
Agreement, including, without limitation, Section 9.5 of the Participation
Agreement.
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Section 4. CONFORMING AMENDMENTS TO SECTIONS 2.1 AND 2.3. Sections 2.1
and 2.3 of the Participation Agreement are hereby deleted in their entirety and
the following new Sections 2.1 and 2.3 are substituted in their place:
"2.1 The Trust agrees to make available for purchase by the
Company shares of the Portfolios and shall execute orders placed
for each Account on a daily basis at the net asset value next
computed after receipt by the Trust or its designee of such
order. For purposes of this Section 2.1, the Company shall be the
designee of the Trust for receipt of such orders from the Account
and receipt by such designee shall constitute receipt by the
Trust; provided that the Trust's designated transfer agent
receives notice of such order by 10:00 a.m. Eastern Time on the
next following Business Day ("Trade Date plus 1").
Notwithstanding the foregoing, the Company shall use its best
efforts to provide the Trust's designated transfer agent with
notice of such orders by 9:30 a.m. Eastern Time on Trade Date
plus 1. "Business Day" shall mean any day on which the New York
Stock Exchange is open for trading and on which the Trust
calculates its net asset value pursuant to the rules of the
Securities and Exchange Commission, as set forth in the Trust's
prospectus and statement of additional information.
Notwithstanding the foregoing, the Board of Trustees of the Trust
(hereinafter the "Board") may refuse to permit the Trust to sell
shares of any Portfolio to any person, or suspend or terminate
the offering of shares of any Portfolio if such action is
required by law or by regulatory authorities having jurisdiction
or is, in the sole discretion of the Board acting in good faith
and in light of their fiduciary duties under federal and any
applicable state laws, necessary in the best interests of the
shareholders of such Portfolio.
2.3 The Trust agrees to redeem for cash, on the Company's
request, any full or fractional shares of the Trust held by the
Company, executing such requests on a daily basis at the net
asset value next computed after receipt by the Trust or its
designee of the request for redemption. For purposes of this
Section 2.3, the Company shall be the designee of the Trust for
receipt of requests for redemption from each Account and receipt
by such designee shall constitute receipt by the Trust; provided
that the Trust's designated transfer agent receives notice of
such request for redemption on Trade Date plus 1 in accordance
with the timing rules described in Section 2.1."
Section 5. NOTICES. Article 12 is hereby amended by replacing the
address for the Trust, the Administrator, and the Adviser with the following:
If to the Trust:
One Group Investment Trust
0000 Xxxxxxx Xxxxxxx, Xxxxx X0
Xxxxxxxx, Xxxx 00000
Attn: Fund President
If to the Administrator:
One Group Administrative Services, Inc.
0000 Xxxxxxx Xxxxxxx, Xxxxx X0
Xxxxxxxx, Xxxx 00000
Attention: President
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If to the Adviser:
Banc One Investment Advisors Corporation
0000 Xxxxxxx Xxxxxxx, Xxxxx X0
Xxxxxxxx, Xxxx 00000
Attention: Xxxxx X. Xxxxxxx
Section 6. MISCELLANEOUS. Except as otherwise set forth herein, the
Participation Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment effective as of January 1, 2000.
AMERICAN GENERAL ANNUITY INSURANCE COMPANY
By: /S/ XXXXX X. XXXXXX
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Its: EVP
ONE GROUP(R)INVESTMENT TRUST
By: /S/ XXXX X. XXXXXX
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Its: President
ONE GROUP ADMINISTRATIVE SERVICES, INC.
By: /S/ XXXXXX X. XXXXX
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Its Vice President
BANC ONE INVESTMENT ADVISORS CORPORATION
By: /S/ XXXXX X. XXXXXXX
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Its: Chief Operating Officer
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