Exhibit (8)(j)(iii)
AMENDMENT TO
DISTRIBUTION AND SHAREHOLDER SERVICES AGREEMENT
JANUS ASPEN SERIES - SERVICE SHARES
(for Insurance Companies)
This Amendment (the "Amendment") to the Agreement (as defined below) is made
effective as of the Effective Date (as defined below) by and between Janus
Distributors LLC, a Delaware limited liability company and
successor-in-interest to Janus Distributors, Inc. (the "Distributor") and
American General Life Insurance Company, a life insurance company organized
under the laws of the State of Texas (the "Company").
RECITALS:
WHEREAS, the Company and Distributor are parties to a Distribution and
Shareholder Services dated October 2, 2000 (the "Agreement"), which Agreement
relates only to the registered segregated asset accounts of the Company; and
WHEREAS, the Company's affiliate, Western National Life Insurance Company
("WNL") and Distributor are parties to a Distribution and Shareholder Services
Agreement dated October 2, 2000 ("WNL's Agreement"); and
WHEREAS, effective January 1, 2013 ("Effective Date"), WNL intends to merge
with and into the Company which will be the surviving company (the "Merger");
and
WHEREAS, as a result of the Merger, WNL will assign all of its rights and
obligations under WNL's Agreement to the Company and the Company will assume
all such rights and obligations ("Assignment"); and
WHEREAS, the parties wish to consolidate the obligations set forth under
WNL's Agreement with the Company's under this Agreement and terminate WNL's
Agreement; and
WHEREAS, the parties wish to further amend the Agreement as set forth below.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual
agreements contained herein, the parties agree as follows:
1. Effective Date of Assignment. This Amendment and the Assignment shall
be effective as of the Effective Date of the merger.
2. Consent to Assignment. The parties hereby consent to the Assignment.
3. Recital C of the Agreement shall be deleted in its entirety and
replaced with the following:
"C. The Company desires to provide certain distribution and shareholder
services to owners (the "Contract Owners") of registered variable life
insurance policies or variable annuity contracts (the "Contracts") in
connection with their allocation of contract values in the Service Shares of
the Portfolios, and Distributor desires Company to provide such services,
subject to the conditions of this Agreement."
4. Section 1 of the Agreement shall be deleted in its entirety and
replaced with the following:
"1. The Company shall provide any combination of the following distribution
and/or administrative services, as agreed upon by the parties from time to
time, to Contract Owners who allocate contract values to the Service Shares of
the Portfolios: printing and delivering prospectuses, statements of additional
information, shareholder reports, proxy statements and marketing materials to
prospective and existing Contract Owners; providing educational materials
regarding the Service Shares; providing facilities to answer questions from
prospective and existing Contract Owners about the Portfolios; receiving and
answering correspondence; complying with federal and state securities laws
pertaining to the sale of Service Shares; assisting Contract Owners in
completing application forms and selecting account options; and providing
Contract Owner record-keeping and similar administrative services."
5. The following shall be added to the end of Section 5 of the Agreement:
"(d) The Company understands that pursuant to Section 15 of the
Securities Exchange Act of 1934 (the "1934 Act") and Financial Industry
Regulatory Authority ("FINRA") Rule 2420 the Distributor is generally
prohibited from dealing with Securities and Exchange Commission ("SEC")
unregistered broker-dealers and FINRA non-members and assures that its dealings
with the Distributor are in compliance with these regulations based on one of
the following circumstances:
[THE COMPANY TO SELECT A OR B]
[_] A. The Company is registered with the SEC as a broker-dealer
pursuant to the 1934 Act, is a member in good standing of FINRA, and is
qualified to conduct business under the laws of any applicable state in which
the Service Shares may be sold.
[X] B. The Company is not a broker or dealer, is not required to be
registered with the SEC as a broker-dealer under the 1934 Act, is not required
to be a FINRA member, and is not required to be registered as a broker-dealer
under any state securities laws in order to enter into and perform the
services, and receive the fees, set forth in this Agreement. The Company
operates in compliance with the SEC and FINRA rules based upon an exclusion or
exemption from registration in the form of the appropriate law, rule,
regulation, interpretive release, interpretive letter, or "no-action" letter
issued by the SEC as applicable to the specific fact situation.
The Company shall notify the Distributor immediately upon a change in
the Company's registration status."
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6. Section 6 of the Agreement shall be deleted in its entirety and
replaced with the following:
"6. Termination.
(a) This Agreement may be terminated with respect to any Portfolio by
the Distributor or by the Company, without penalty, upon 60 days' prior written
notice to the other party.
(b) In addition, either party may terminate this Agreement
immediately if at any time it is determined by any federal or state regulatory
authority that compensation to be paid under this Agreement is in violation of
or inconsistent with any federal or state law."
7. Section 7(b) of the Agreement shall be deleted in its entirety and
replaced with the following:
"(b) This Agreement shall be binding upon and shall inure to the
benefit of the parties and their respective successors and assigns; provided,
however, that neither this Agreement nor any rights, privileges, duties, or
obligations of the parties may be assigned by either party without the written
consent of each party or as expressly contemplated by this Agreement. In the
event of an assignment to a third party in connection with the sale or
disposition of one or more lines of the Company's business, a change of control
or acquisition of the Company (excluding an assignment, change of control or
acquisition as a result of an internal reorganization), the Distributor retains
the right to renegotiate the terms of this Agreement with the successor entity."
8. WNL's Agreement shall terminate as of the Effective Date. This
Amendment shall not amend, alter, modify or terminate the Distribution and
Shareholder Services Agreement between the Distributor and the Company dated
October 2, 2000, which agreement relates to the unregistered segregated asset
accounts of the Company.
9. The Agreement, as amended by this Amendment, is ratified and confirmed.
10. This Amendment may be executed in counterparts, all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the Effective Date.
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JANUS DISTRIBUTORS LLC AMERICAN GENERAL LIFE
INSURANCE COMPANY
By: _____________________________ By: _____________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President Title: Senior Vice President
ATTEST:
By: _____________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Secretary
WESTERN NATIONAL LIFE
INSURANCE COMPANY
By: _____________________________
Name: _____________________________
Title: _____________________________
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