EXHIBIT (3)(F)
AMENDMENT TO AND ASSIGNMENT AND ASSUMPTION OF
THE PRINCIPAL UNDERWRITER'S AGREEMENT
BETWEEN AIG SUNAMERICA CAPITAL SERVICES, INC. ("SACS") AND
AIG LIFE INSURANCE COMPANY ("AIG LIFE"),
AND THE SELLING, GENERAL AGENT, AND RELATED AGREEMENTS
AMONG SACS, AIG LIFE, AND VARIOUS BROKERS DEALERS
This Amendment and Assignment ("Agreement") is made as of May 1, 2009
("Effective Date"), among AIG SUNAMERICA CAPITAL SERVICES, INC. ("SACS"), AIG
LIFE INSURANCE COMPANY ("AIG LIFE"), and AMERICAN GENERAL EQUITY SERVICES
CORPORATION ("AGESC").
WHEREAS, SACS and AIG LIFE entered into the Principal Underwriter's Agreement
dated August 31, 2007 and attached hereto as Exhibit A ("Underwriting
Agreement") for the purpose of underwriting and distributing variable annuity
products on behalf of Variable Account A ("Variable Contracts") with respect to
AIG LIFE;
WHEREAS, SACS and AIG LIFE wish to assign the rights and responsibilities of
SACS under the Underwriting Agreement to AGESC, and AGESC wishes to assume the
rights and responsibilities under the Underwriting Agreement, as of the
Effective Date;
WHEREAS, SACS, AIG LIFE and various broker dealers (some of which may have been
affiliates) previously entered into Selling Agreements, General Agent's
Agreements and/or other related agreements ("Selling Agreements") for the
purpose of soliciting and servicing the Variable Contracts;
WHEREAS, SACS and AIG LIFE wish to assign the rights and responsibilities of
SACS under the Selling Agreements to AGESC, and AGESC wishes to assume the
rights and responsibilities under the Selling Agreements, as of the Effective
Date;
THEREFORE, for good and valuable consideration, the receipt of which is
acknowledged by the parties, the parties agree as follows:
1. SACS hereby assigns to AGESC all of SACS's rights, responsibilities,
interests, and liabilities ("Rights") in the Underwriting Agreement as of
the Effective Date, and AGESC hereby accepts such assignment. Insofar as
the Rights under the Underwriting Agreement beginning on the Effective Date
are concerned, references to SACS, or its predecessor entities, therein
shall be deemed replaced with references to AGESC.
2. SACS hereby assigns to AGESC all of SACS's Rights in the Selling Agreements
as of the Effective Date, and AGESC hereby accepts such assignment. Insofar
as the Rights under the Selling Agreements beginning on the Effective Date
are concerned, references to SACS, or its predecessor entities, therein
shall be deemed replaced with references to AGESC.
3. In the event that AGESC receives a request from an authorized regulator to
review books and records, SACS agrees to within a reasonable time provide
AGESC with access to any books and records requested by such regulator that
SACS maintains pursuant to its duties under the Underwriting Agreement and
related to the period of time for which SACS has performed such duties, and
shall cause any third party that has provided any services to or on behalf
of SACS during the same period of time, to provide AGESC access to any
books and records such third party maintains that are related to SACS's
duties under the Agreement.
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4. SACS hereby agrees to within a reasonable time provide AGESC with access to
any books, records, or reports that SACS maintains pursuant to its duties
under the Underwriting Agreement and related to the period of time for
which SACS has performed such duties and which are necessary for AGESC to
comply with legal requirements related to its responsibilities under this
Agreement.
5. SACS agrees to indemnify, defend and hold harmless AGESC and each person
who controls or is associated or affiliated with AGESC within the meaning
of the federal securities laws and its and their respective directors,
officers, agents, employees, attorneys and representatives of any of the
foregoing, from and against any and all losses, expenses, claims, damages
and liabilities, joint or several, as incurred (including any costs of
investigation and legal expenses and any amounts paid in settlement of any
action, suit or proceeding of any claim asserted) which result from, arise
out of or are based upon SACS's rights and/or responsibilities, or failure
to comply with such rights and/or responsibilities, under the Underwriting
Agreement and/or Selling Agreements prior to the Effective Date of this
Agreement.
AGESC agrees to indemnify, defend and hold harmless SACS and each person
who controls or is associated or affiliated with SACS within the meaning of
the federal securities laws and its and their respective directors,
officers, agents, employees, attorneys and representatives of any of the
foregoing, from and against any and all losses, expenses, claims, damages
and liabilities, joint or several, as incurred (including any costs of
investigation and legal expenses and any amounts paid in settlement of any
action, suit or proceeding of any claim asserted) which result from, arise
out of or are based upon AGESC's rights and/or responsibilities, or failure
to comply with such rights and/or responsibilities, under the Underwriting
Agreement and/or Selling Agreements on or after the Effective Date of this
Agreement.
6. AIG LIFE and SACS acknowledge that each party is responsible for their own
obligations and duties as described in the Underwriting Agreement
("Duties"). AIG LIFE and SACS also acknowledge that each party is not
responsible or liable for any actions taken by the other party in
performing its Duties.
[Signature Pages to Follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Underwriting Agreement and this Assignment and Assumption of the same as of the
date first above written.
AIG SUNAMERICA CAPITAL SERVICES, AMERICAN GENERAL EQUITY SERVICES
INC. CORPORATION
By: By:
------------------------------- ------------------------------------
Name: Xxxxx Xxxxxxx Name: Xxxxx X. X'Xxxxx
Title: Chief Executive Officer Title: President and Chief Executive
Officer - Specialty Markets Group
Date: Date:
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AIG LIFE INSURANCE COMPANY
By:
-------------------------------
Name: Xxxxx X. X'Xxxxx
Title: President
Date:
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