EXHIBIT (h)(5)(b)
AMENDMENT NO. 1 TO SHAREHOLDER SERVICES AGREEMENT
THIS AMENDMENT NO. 1 TO SHAREHOLDER SERVICES AGREEMENT ("Amendment") is
effective as of the 1st day of January, 2001, by and between AIG LIFE INSURANCE
COMPANY (the "Company"), and AMERICAN CENTURY INVESTMENT SERVICES, INC. (the
"Distributor").
RECITALS
WHEREAS, the Company and Distributor are parties to a certain
Shareholder Services Agreement dated May 1, 2000, in which the Company offers to
the public certain variable annuity contracts and variable life insurance
contracts (the "Contracts");
WHEREAS, the Company now desires to expand the number of American
Century funds made available by the Company to its clients; and
WHEREAS, the parties now desire to further modify the Agreement as
provided herein.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:
1. Addition of Funds. The second "WHEREAS" clause of the Agreement
is hereby deleted in its entirety and the following is substituted in lieu
thereof:
"WHEREAS, the Company wishes to offer as investment
options under the Contracts, VP Balanced Fund, VP International
Fund, VP Capital Appreciation Fund, VP Value Fund and VP Income
& Growth Fund (the "Funds"), each of which is a series of mutual
fund shares registered under the Investment Company Act of 1940,
as amended, and issued by the Issuer; and"
2. Ratification and Confirmation of Agreement. In the event of a
conflict between the terms of this Amendment and the Agreement, it is the
intention of the parties that the terms of this Amendment shall control and the
Agreement shall be interpreted on that basis. To the extent the provisions of
the Agreement have not been amended by this Amendment, the parties hereby
confirm and ratify the Agreement.
3. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be an original and all of which together shall
constitute one instrument.
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4. Full Force and Effect. Except as expressly supplemented, amended
or consented to hereby, all of the representations, warranties, terms, covenants
and conditions of the Agreement shall remain unamended and shall continue to be
in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1
as of the date shown below.
AIG LIFE INSURANCE COMPANY AMERICAN CENTURY INVESTMENT
SERVICES, INC.
By: /s/ XXXXXXXXX XXXX By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxxxx Xxxx Name: Xxxxxxx X. Xxxxx
Title: Assistant Vice President - Life Products Title: Executive Vice President
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