EXHIBIT (h)(7)(a)
July 1, 2001
Ladies and Gentlemen:
This letter sets forth the agreement between Credit Suisse Asset Management, LLC
("CSAM") and AIG Life Insurance Company (the "Company") concerning certain
administrative services to be provided by you on a sub-administration basis,
with respect to Designated Portfolios (as defined below) of Credit Suisse
Warburg Pincus Trust (the "Fund").
1. Administrative Services and Expenses. Administrative services for the
Account (as defined below) which invests in Designated Portfolios (as
defined below) of the Fund pursuant to the Participation Agreement
between the Company, the Fund, Credit Suisse Asset Management
Securities. Inc. ("CSAMSI") and CSAM (the "Participation Agreement") and
for purchasers of Contracts (as defined below) are the responsibility of
the Company. Administrative services for the Designated Portfolios, in
which the Account invests, and for purchasers of shares of the
Designated Portfolios, are the responsibility of the Fund, CSAMSI or
CSAM. Capitalized terms not defined herein shall have the meanings
ascribed to them in the Participation Agreement.
You have agreed to assist us, as we may request from time to time, with
the provision of administrative services ("Administrative Services") to
the Designated Portfolios, on a sub-administration basis, as they may
relate to the investment in the Designated Portfolios by the Account. It
is anticipated that Administrative Services may include (but shall not
be limited to) the mailing of Fund reports, notices, proxies and proxy
statements and other informational materials to holders of the Contracts
supported by the Account with allocations to the Designated Portfolios;
the provision of various reports for the Fund and for submission to the
Fund's Board of Trustees; the provision of shareholder support services
with respect to the Designated Portfolios; such services listed on
Schedule A attached hereto and made a part hereof.
2. Administrative Expense Payments. In consideration of the anticipated
administrative expense savings resulting from the arrangements set forth
in this Agreement. XXXX agrees to pay the Company on a quarterly basis
an amount set forth in Schedule B attached hereto and made a part
hereof.
For purposes of computing the payment to the Company contemplated under
this Paragraph 2 for each quarterly period, the average daily net assets
invested by the Account shall be multiplied by the rate shown in
Schedule B multiplied by the actual number of days in the period divided
by 365.
The expense payment contemplated by this Paragraph 2 shall be calculated
by CSAM at the end of each quarter and will be paid to the Company
within 30 days thereafter. Payment will be accompanied by a statement
showing the calculation of the quarterly amount payable by CSAM and such
other supporting data as may be reasonably requested by the Company.
3. Nature of Payments. The parties to this letter agreement recognize and
agree that CSAM's payments to the Company relate to Administrative
Services only. The amount of administrative expense payments made by
CSAM to the Company pursuant to Paragraph 2 of this letter agreement
shall not be deemed to be conclusive with respect to actual
administrative expenses or savings of CSAM.
4. Term. This letter agreement shall remain in full force and effect for so
long as the assets ---- of the Designated Portfolios are attributable to
amounts invested by the Account under the Participation Agreement,
unless terminated in accordance with Paragraph 5 of this letter
agreement.
5. Termination. This letter agreement will be terminated immediately upon
termination of the Participation Agreement or upon the mutual agreement
of the parties hereto in writing.
6. Representation. The Company represents and agrees that it will maintain
and preserve all records as required by law to be maintained and
preserved in connection with providing the Administrative Services, and
will otherwise comply with all laws, rules and regulations applicable to
the Administrative Services. The Company further represents and warrants
that the receipt of fees hereunder will not constitute a "prohibited
transaction" as such term is defined in section 406 of the Employee
Retirement Income Security Act, as amended, and section 4975 of the
Internal Revenue Code of 1986, as amended.
7. Subcontractors. The Company may, with the consent of CSAM, contract with
or establish relationships with other parties for the provision of the
Administrative Services or other activities of the Company required by
this letter agreement, provided that the Company shall be fully
responsible for the acts and omissions of such other parties.
8. Authority. This letter agreement shall in no way limit the authority of
the Fund, CSAMSI or CSAM to take such action as any of such parties may
deem appropriate or advisable in connection with all matters relating to
the operations of the Fund and/or sale of its shares. The Company
understands and agrees that the obligations of CSAM under this letter
agreement are not binding upon the Fund.
9. Indemnification. This letter agreement will be subject to the
indemnification provisions in Article VIII of the Participation
Agreement.
10. Miscellaneous. This letter agreement may be amended only upon mutual
agreement of the parties hereto in writing. This letter agreement may
not be assigned by a party hereto, by operation of law or otherwise,
without the prior written consent of the other party; provided, however,
that this agreement may be assigned, in whole or in part, to the Fund's
distributor or to an affiliate of CSAM. This letter agreement, including
Schedule A and Schedule B, constitutes the entire agreement between the
parties with respect to the matters dealt with herein, and supersedes
any previous agreements and documents with respect to such matters. This
letter agreement may be executed in counterparts, each of which shall be
deemed an original but all of which shall together constitute one and
the same instrument. The Company agrees to notify CSAM promptly if for
any reason it is unable to perform fully and promptly any of its
obligations under this letter agreement.
The parties to this letter agreement acknowledge and agree that all
liabilities of the Fund arising, directly or indirectly, under this
agreement will be satisfied solely out of the assets of the Fund and
that no trustee, officer, agent or holder of shares of beneficial
interest of the Fund will be personally liable for any such liabilities.
No Portfolio of the Fund will be liable for the obligations or
liabilities of any other Portfolio.
11. Notice. Any notices required to be sent hereunder shall be sent in
accordance with the Participation Agreement.
If this letter agreement is consistent with your understanding of the matters we
discussed concerning administrative expense payments. kindly sign below and
return a signed copy to us.
Very truly yours.
Credit Suisse Asset Management. LLC
By: /s/ XXX XXXXXX
---------------------------------
Xxx Xxxxxx
Managing Director
Acknowledged and Agreed:
AIG Life Insurance Company
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------
Xxxxxxx X. Xxxxxxx
Senior Executive Vice President
Attachment: Schedule A
Schedule B
SCHEDULE A
I. Fund-related contractowner services
. Printing and mailing costs associated with dissemination of Fund
prospectuses to existing contractowners.
. Fund proxies (including facilitating distribution of proxy
material to contractowners. tabulation and reporting).
. Telephonic support for contractowners with respect to inquiries
about the Fund (not including information related to sales).
. Communications to contractowners regarding performance of the
Account and the Designated Portfolios.
II. Sub-accounting services
. Aggregating purchase and redemption orders of the Account for
sales of the Designated Portfolios.
. Recording issuance and transfers of shares of the Designated
Portfolios held by the Account.
. Processing and reinvesting dividends and distributions of the
Designated Portfolios held by the Account.
III. Other administrative support
. Relieving the Fund of other usual or incidental administrative
services provided to individual contractowners.
. Providing other administrative support to the Fund as mutually
agreed between the Company and the Fund, CSAMSI or CSAM.
SCHEDULE B
XXXX agrees to pay the Company a quarterly amount that is equal on an annual
basis to __ basis points (____%) of the average combined daily net assets of all
of the Designated Portfolios of the Fund invested by the Company pursuant to the
Participation Agreement.
