EXHIBIT 8(b)(5)
AMENDMENT NO. 4 TO PARTICIPATION AGREEMENT AMONG
VARIABLE INSURANCE PRODUCTS FUND II,
FIDELITY DISTRIBUTORS CORPORATION
and
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
Amendment No. 4, dated as of November , 1996, by and among THE
AMERICAN FRANKLIN LIFE INSURANCE COMPANY (the "Company"), VARIABLE INSURANCE
PRODUCTS FUND II (the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (the
"Underwriter") to the Participation Agreement, dated as of July 18, 1991, by and
among the Company, the Fund and the Underwriter, as amended by Amendments Xx. 0,
Xx. 0 and No. 3 (the "Agreement"),
WHEREAS, the Company has terminated its servicing agreement for the
variable insurance policies funded through Separate Account VUL-2 and the
Company has entered or expects shortly to enter into a servicing arrangement for
the variable annuity contracts funded through Separate Account VA-1; and
WHEREAS, the parties to the Agreement wish to amend the Agreement to
take into account the appropriate servicing arrangements;
NOW, THEREFORE, the parties do hereby agree to amend the Agreement as
follows:
1. For purposes of all provisions of the Agreement that contemplate
that the Company may designate a party to give or receive communications on its
behalf or to perform or accept performance of actions on its behalf, the Company
hereby rescinds the designation of Integrity Life Insurance Company (there being
no current designee with respect to Separate Account VUL-2). The Company hereby
designates American General Life Insurance Company, a Texas corporation, with
respect to Separate Account VA-1, to give or receive the following
communications on its behalf and to perform or accept performance of the
following actions on its behalf: (a) the receipt of orders by the Company or
its designee as contemplated by Section 1.1 of the Agreement; (b) the receipt of
requests for redemption by the Company or its designee as contemplated by
Section 1.5 of the Agreement; (c) the furnishing of notice to the Company or its
designee of income, dividends or capital gain distributions payable on the
Fund's shares and of the number of shares issued as payment of dividends and
distributions as contemplated by Section 1.9 of the Agreement; (d) making
available to the Company or its designee the net asset value per share for each
portfolio as contemplated by Section 1.10 of the Agreement; (e) furnishing to
the Company or its designee sales literature or other promotional material and
expressing objection thereto as contemplated by Section 4.3 of the Agreement;
(f) the approval of sales literature or other promotional material by the
Company or its designee as contemplated by Section 4.4 of the Agreement; and (g)
any other routine communication or action relating to the offer, sale and
redemption of shares of the Fund pursuant to the Agreement.
2. Upon not less than thirty (30) days' prior written notice to the
Fund and the Underwriter given as provided in the Agreement, the Company may
appoint a designee for any communication or action with respect to any Account
(as defined in the Agreement) or terminate the appointment of any designee for
any communication or action with respect to any Account for the purposes set
forth in Section 1 of this Amendment No. 4.
3. The Fund and the Underwriter are fully authorized to receive from
and furnish to any such designee any communication and to perform for or accept
performance from any such designee any action contemplated in Section 1 of this
Amendment No. 4 and to rely upon any communication so received or furnished and
any action so performed as fully as though such communication had been furnished
or received by the Company or such action had been performed for or by the
Company.
4. Section 1.1 of the Agreement is hereby amended by substituting
"10:00 a.m." for "9:30 a.m." in the ninth line of such Section.
5. Section 1.10 of the Agreement is hereby amended by adding the
words "(normally by 6:30 p.m. Boston time)" after "calculated" in the fourth
line of such Section.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 4 as of the date first above written.
THE AMERICAN FRANKLIN LIFE
INSURANCE COMPANY
By:
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Name:
Title:
VARIABLE INSURANCE PRODUCTS
FUND II
By:
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Name:
Title:
FIDELITY DISTRIBUTORS CORPORATION
By:
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Name:
Title:
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