EXHIBIT (h)(9)(f)
AMENDMENT TO PARTICIPATION AGREEMENT
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
American General Life Insurance Company
AIG Capital Services, Inc. (formerly SunAmerica Capital Services, Inc.)
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust"),
Franklin/Xxxxxxxxx Distributors, Inc. (the "Underwriter," and together with the
Trust, "we," "our," or "us"), American General Life Insurance Company, and AIG
Capital Services, Inc. (formerly SunAmerica Capital Services, Inc.), your
distributor (collectively, the "Company" "you" or "your"), on your behalf and
on behalf of certain Accounts, (individually a "Party", collectively, the
"Parties") have previously entered into a Participation Agreement dated
October 1, 2002, as amended (the "Agreement"). The Parties now desire to amend
the Agreement by this amendment (the "Amendment"). Unless otherwise indicated,
the terms defined in the Agreement shall have the same meaning in this
Amendment.
A M E N D M E N T
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree to amend the Agreement as follows:
1. Paragraph 3.3.1 of Section 3.3 of the Agreement is deleted and replaced in
its entirety with the paragraph 3.3.1 below:
"3.3 MANUAL PURCHASE AND REDEMPTION
3.3.1 You are hereby appointed as our designee for the sole
purpose of receiving from Contract owners purchase and exchange orders and
requests for redemption resulting from investment in and payments under the
Contracts that pertain to subaccounts that invest in Portfolios
("Instructions"). "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 SEC and its current
prospectus. "Close of Trading" shall mean the close of trading on the New
York Stock Exchange, generally 4:00 p.m. Eastern Time. You represent and
warrant that all Instructions transmitted to us for processing on or as of a
given Business Day (the "Designated Day") shall have been received in proper
form and time stamped by you prior to the Close of Trading on the Designated
Day. Such Instructions shall receive the Portfolio share price next
calculated following the Close of Trading on the Designated Day (the
"Designated Day Price"), provided that we receive the Instructions from you
before 9:00 a.m. Eastern Time on the Business Day following the Designated
Day (the "Submission Time"). Any such Instructions that we receive after the
Submission Time may, but are not guaranteed to, receive the Designated Day
Price. You assume responsibility for any loss to a Portfolio caused by our
receipt of Instructions after the Submission Time, including but not limited
to, losses caused by such Instructions receiving the Designated Day Price,
or any cancellation or correction made subsequent to the Submission Time.
You will immediately pay the amount of
such loss to a Portfolio upon notification by us. You represent and warrant
that you have, maintain and periodically test, procedures and systems in
place reasonably designed to prevent Instructions received after the Close
of Trading on a Designated Day from being executed with Instructions
received before the Close of Trading on that Designated Day."
2. Paragraph 3.4.3 of Section 3.4 of the Agreement is deleted and replaced in
its entirety with the paragraph 3.4.3 below:
"3.4 AUTOMATED PURCHASE AND REDEMPTION
3.4.3 On each Business Day, you shall aggregate all purchase and
redemption orders for shares of a Portfolio that you received prior to the
Close of Trading. You represent and warrant that all orders for net
purchases or net redemptions derived from Instructions received by you and
transmitted to Fund/SERV for processing on or as of a given Business Day
(the "Designated Day") shall have been received in proper form and time
stamped by you prior to the Close of Trading on the Designated Day. Such
orders shall receive the Portfolio share price next calculated following the
Close of Trading on the Designated Day (the "Designated Day Price"),
provided that we receive Instructions from Fund/SERV by 9:00 a.m. Eastern
Time on the Business Day following the Designated Day (the "Submission
Time"). Any such Instructions that we receive after the Submission Time may,
but are not guaranteed to, receive the Designated Day Price. You assume
responsibility for any loss to a Portfolio caused by our receipt of
Instructions after the Submission Time including, but not limited to, losses
caused by such Instructions receiving the Designated Day Price, or any
cancellation or correction made subsequent to the Submission Time. You will
immediately pay the amount of such loss to a Portfolio upon notification by
us. You represent and warrant that you have, maintain and periodically test,
procedures and systems in place reasonably designed to prevent Instructions
received after the Close of Trading on a Designated Day from being executed
with Instructions received before the Close of Trading on that Designated
Day."
3. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
IN WITNESS WHEREOF, each of the Parties has caused its duly authorized
officers to execute this Amendment effective as of August 1, 2014.
The Trust: FRANKLIN XXXXXXXXX VARIABLE INSURANCE
Only on behalf of PRODUCTS TRUST
each Portfolio listed
on Schedule C of By:___________________________________
the Agreement. Name:
Title:
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The Underwriter: FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
By:___________________________________
Name:
Title:
The Company: AMERICAN GENERAL LIFE INSURANCE
COMPANY
By:___________________________________
Name:
Title:
The Distributor: AIG CAPITAL SERVICES, INC.
By:___________________________________
Name:
Title:
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