EXHIBIT (h)(11)(d)
AMENDMENT NO. 2 TO FUND PARTICIPATION AGREEMENT
This Amendment No. 2 to the Fund Participation Agreement ("Agreement") is
made by and between Xxxxxxxxx Xxxxxx Management Inc. ("NB Management"), a New
York corporation, Xxxxxxxxx Xxxxxx Advisers Management Trust ("Trust"), a
Delaware business trust, and American General Life Insurance Company ("Life
Company"), a life insurance company organized under the laws of the State of
Texas.
WHEREAS, the Life Company has previously entered into a Sales Agreement
("Sales Agreement") dated July 7, 1994 with the Former Trust (as defined below)
and NB Management (under its former name, Xxxxxxxxx & Xxxxxx Management
Incorporated) regarding the purchase of shares of the Trust by Life Company;
WHEREAS, the Life Company entered into an Assignment and Modification
Agreement dated May 1, 1995 with Xxxxxxxxx & Xxxxxx Advisers Management Trust
("Former Trust"), a Massachusetts business trust, Trust, Advisers Managers
Trust ("Managers Trust") and NB Management regarding the reorganization in
which the Former Trust was converted into the Trust and the renaming of the
Sales Agreement to Fund Participation Agreement;
WHEREAS, in May 2000, in connection with the elimination of the
master-feeder structure in which the Trust, through its series, had invested
all of its net investable assets in corresponding series of Managers Trust,
Managers Trust ceased investment operations and was dissolved;
WHEREAS, Life Company, Trust and NB Management have reached an agreement to
delete Appendix A to the Agreement in its entirety and replace it with the
Appendix A attached hereto.
NOW, THEREFORE, in consideration of their mutual promises, Life Company,
Trust, and NB Management agree as follows:
1. Appendix A is hereby deleted in its entirety and replaced with the Appendix
A attached hereto.
2. Except as amended hereby, the Agreement is hereby ratified and confirmed in
all respects.
Executed and effective the 31st day of August, 2007.
AMERICAN GENERAL LIFE INSURANCE
COMPANY
Attest: By:
----------------------------- -----------------------------
Name: Name:
----------------------------- -----------------------------
Title: Title:
----------------------------- -----------------------------
XXXXXXXXX XXXXXX ADVISERS MANAGEMENT
TRUST
(a Delaware business trust)
Attest: By:
----------------------------- -----------------------------
Name: Name:
----------------------------- -----------------------------
Title: Title:
----------------------------- -----------------------------
XXXXXXXXX XXXXXX MANAGEMENT INC.
Attest: By:
----------------------------- -----------------------------
Name: Name:
----------------------------- -----------------------------
Title: Title:
----------------------------- -----------------------------
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APPENDIX A
Balanced Portfolio
Mid-Cap Growth Portfolio
Partners Portfolio
Socially Responsive Portfolio
- 3 -
