Exhibit (h)(9)(d)
AMENDMENT TO FUND PARTICIPATION AGREEMENTS
JANUS ASPEN SERIES
(INSTITUTIONAL AND SERVICE SHARES)
This Amendment (the "Amendment") to the Agreements (as defined below) is
made as of November 1, 2015 between Janus Aspen Series (the "Trust"), Janus
Distributors LLC (the "Distributor"), and American General Life Insurance
Company (the "Company").
BACKGROUND
A. The Trust, the Distributor and the Company are parties to a Fund
Participation Agreement for Institutional Shares of the Trust dated July 30,
2002, as amended, and two (2) Fund Participation Agreements for Service Shares
of the Trust dated October 2, 2000, as amended, one for registered accounts and
one for unregistered accounts (collectively, the "Agreements").
B. The parties wish to amend the Agreements as set forth below.
AMENDMENT
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree to amend each Agreement as follows:
1. Sections 2.2 and 2.3 of the Agreements shall be deleted in their
entirety and replaced with the following:
"2.2 At the option of the Company, the Trust shall either (a)
provide the Company (at the Trust's or its adviser's expense) with as many
copies of the Trust's Shares' current prospectus, annual report, semi-annual
report and other shareholder communications, including any amendments or
supplements to any of the foregoing, as the Company shall reasonably request;
or (b) provide the Company with a camera-ready copy of such documents in a form
suitable for printing. The Trust shall use best efforts to provide camera-ready
copies of annual and semi-annual reports to the Company no later than 50 days
after the end of the Portfolio's reporting period. The Trust shall provide the
Company with a copy of its statement of additional information in a form
suitable for duplication by the Company. The Trust (at its expense) shall
provide the Company with copies of any Trust-sponsored proxy materials in such
quantity as the Company shall reasonably require for distribution to Contract
owners.
2.3 (a) If the Company elects to print shareholder
communications pursuant to 2.2(b) above, the Company shall bear the costs of
printing and distributing the Trust's Shares' prospectus, statement of
additional information, shareholder reports and other shareholder
communications to owners of and applicants for policies for which Shares of the
Trust are serving or are to serve as an investment vehicle. The Trust or its
adviser shall bear the
reasonable costs of distributing proxy materials (or similar materials such as
voting solicitation instructions) to Contract owners. The Company assumes sole
responsibility for ensuring that such materials are delivered to Contract
owners in accordance with applicable federal and state securities laws.
(b) If the Company elects to include any materials provided by
the Trust, specifically prospectuses, statements of additional information,
shareholder reports and proxy materials, on its web site or in any other
computer or electronic format, the Company assumes sole responsibility for
maintaining such materials in the form provided by the Trust and for promptly
replacing such materials with all updates provided by the Trust."
2. The Schedule B attached hereto shall be added to the Agreement
dated July 30, 2002 and shall replace in its entirety the Schedule B currently
attached to the Agreement dated October 2, 2000 for unregistered accounts.
3. The Agreements as amended by this Amendment, are ratified and
confirmed.
4. This Amendment may be executed in two or more counterparts, which
together shall constitute one instrument.
IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Amendment as of the date and year first above written.
JANUS ASPEN SERIES AMERICAN GENERAL LIFE
INSURANCE COMPANY
By: By:
--------------------------------- ---------------------------------
Name: Name:
Title: Title:
JANUS DISTRIBUTORS LLC
By:
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Name:
Title:
Schedule B
List of Portfolios
Name of Portfolio
All Portfolios of Shares of Janus Aspen Series open to new investors (as set
forth in the current prospectus of Janus Aspen Series).
