Common use of Administrative Expense Payments Clause in Contracts

Administrative Expense Payments. (a) The fee due for an invoice period for position(s)(“Positions”) in an applicable share class of an equity Portfolio (excluding index Portfolios) described on Schedule B of the Participation Agreement held in Separate Account(s) of the Insurer shall be equal to the product of (i) the annual fee rate of [5] basis points (0.05%),(ii) the quotient of (A) the number of calendar days in the invoice period divided by (B) 365 days (or 366 days during a leap year) and (iii) the average daily value of such share class of such Portfolio held by the Separate Account(s) for the invoice period. (b) The fee due for an invoice period for Positions in an applicable share class of a fixed income Portfolio (excluding index Portfolios) described on Schedule B of the Participation Agreement held in Separate Account(s) of the Insurer shall be equal to the product of (i) the annual fee rate of 5 basis points (0.05%),(ii) the quotient of (A) the number of calendar days in the invoice period divided by (B) 365 days (or 366 days during a leap year) and (iii) the average daily value of such share class of such Portfolio held by the Separate Account(s) for the invoice period. (c) The fee due for an invoice period for Positions in an applicable share class of an index Portfolio described on Schedule B of the Participation Agreement held in Separate Account(s) of the Insurer shall be equal to the product of (i) the annual fee rate of 5 basis points (0.05%),(ii) the quotient of (A) the number of calendar days in the invoice period divided by (B) 365 days (or 366 days during a leap year) and (iii) the average daily value of such share class of such Portfolio held by the Separate Account(s) for the invoice period. (d) No fees shall be paid on money market Portfolios. (e) The “daily value” of an applicable share class of a Portfolio held in the Separate Accounts of the Insurer for a calendar day will be the product of (i) the Share net asset value for that CUSIP for the calendar day as reported by the Fund or its designee and (ii) total number of Shares of the Portfolio calculated for that CUSIP held in the Separate Accounts on that calendar day. (f) The “average daily value” of an applicable share class of a Portfolio held in the Separate Accounts of the Insurer for the invoice period will be computed by totaling the daily value of that CUSIP held in the Separate Accounts on each calendar day of the invoice period and dividing the result by the total number of calendar days during the invoice period. (g) The Insurer shall calculate the payment contemplated in this Section 1 after the end of each calendar quarter and shall submit invoices on a quarterly basis to BAL or its designee at XXXX.XxxxxxXxxxxxxxxxxxXxxxxxxx@Xxxxxxxxx.xxx or such other electronic transmission (email) address specified by BAL or its designee from time to time. Invoices shall be accurate in all material respects. The invoices will be submitted in a Microsoft Excel format and will include the following information for the applicable invoice period: 1. The average daily value by CUSIP and account of the Positions. 2. The basis point fee rate that applies to each CUSIP and account. 3. The fee amounts due by CUSIP. 4. The total fee amount due. 5. Payment instructions (Wire/ACH). 6. Invoice contact information for the Insurer. 7. The Identifier (as hereinafter defined). Invoices must be received in a timely manner. Any initial invoice which is received by BAL or its designee subsequent to three (3) months after the time period covered by the invoice may be subject to non-payment at the discretion of BAL. Additions or adjustments by the Insurer to previously received invoices, which are received by BAL or its designee subsequent to six (6) months after the time period covered by the invoice may also be subject to non-payment at the discretion of BAL. The assets and/or accounts covered under this Agreement (collectively, the “Assets”) may not be subject to any fee arrangements between the Fund, BAL or BRIL (collectively, “Fund Parties”) or any of their respective affiliates (collectively, the “BlackRock Companies”) and the Insurer, any of its affiliates or any entity with which the Insurer or any of its affiliates has established a contractual arrangement with respect to the Assets (each, an “Insurer Company” and collectively, the “Insurer Companies”) for administrative, sub-transfer agency, sub-accounting or networking services or any services similar to any of these services (collectively, “Services”), other than as described in this Agreement or a Fund’s distribution and/or service plan(s) pursuant to Rule 12b-1 (“Rule 12b-1 Plan”) or agreement related to such Rule 12b-1 Plan. The Insurer shall ensure that other than pursuant to a Fund’s Rule 12b-1 Plan or agreement related to such Rule 12b-1 Plan, no Insurer Company will charge any of the BlackRock Companies for Services with respect to the Assets or collect fees for Services with respect to the Assets (“Duplicative Fees”), other than pursuant to this Agreement. If any of the Insurer Companies accepts Duplicative Fees, upon the Insurer’s discovery of such occurrence or upon the request of BAL or its designee, the Insurer will promptly refund to BAL or its designee the amount of such Duplicative Fees. Refunds shall be made no more than thirty (30) days after the Insurer discovers the duplicative payment or receives a request of repayment of Duplicative Fees from BAL or its designee. If Duplicative Fees are not timely repaid to BAL or its designee, the Insurer authorizes any of the BlackRock Companies to offset the amount of such Duplicative Fees against any amount payable to any of the Insurer Companies by any of the BlackRock Companies, including, without limitation, commissions and services fees. BAL or its designee shall only be responsible for fees accrued and payable prior to termination of this Agreement. Invoices shall only cover time periods prior to termination of this Agreement. The Insurer will provide BAL or its designee with one or more unique identifiers used by it to effect transactions contemplated by this Agreement or the Participation Agreement such as a Dealer Number, Branch Code, Rep Code, Tax I.D. and/or the account number (individually and collectively, the “Identifier”). The Identifier will identify the Assets the Insurer will be servicing pursuant to this Agreement with as much particularity as possible. BAL and its designee reserve the right at any time in their reasonable discretion to require the Insurer to provide an alternate or additional Identifier to enable them to reconcile invoices. Account number(s) and the Identifier (if it is not the account number) will be the means of identification for transactions and other activities engaged in with respect to this Agreement and the Participation Agreement (h) The Insurer hereby represents that the fees paid to it pursuant to this Agreement are reasonable in relation to the services it provides and reasonably similar to fees it receives for equivalent services provided to other parties. (i) All expenses incident to the performance by each party of its respective duties or other obligations under this Agreement shall be paid by the party, except as otherwise provided in this Agreement or agreed in writing by the parties.