Exhibit (h)(4)(b)
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT is executed as of December ____, 2012 and effective as of
December ____, 2012 (the "Agreement"), between BLACKROCK ADVISORS, LLC ("BAL")
and the following life insurance companies organized under the laws of the
states or jurisdictions as indicated below:
AMERICAN GENERAL LIFE INSURANCE COMPANY (AGL) (Texas)
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE (AGLD) (Delaware)
(formerly known as AIG Life Insurance Company)
(AGL and AGLD collectively referred to hereinafter as the "Company")
WHEREAS, BAL is the investment advisor to the BlackRock Variable Series
Funds, Inc. (the "Fund"); and
WHEREAS, the Company issues variable annuity contracts and/or variable
life insurance policies (the "Contracts"); and
WHEREAS, the Company, the Fund and BlackRock Investments, LLC have entered
into an Amended and Restated Fund Participation Agreement ("Participation
Agreement"), executed as of December ____, 2012 and effective as of December
____, 2012, providing for the sale of shares of the Fund to certain separate
accounts of the Company ("Separate Accounts"); and
WHEREAS, amounts invested in the Contracts by contract owners are
deposited in the Separate Accounts of the Company which will in turn purchase
shares of certain portfolios of the Fund, each of which is an investment option
offered by the Contracts (the "Portfolios"); and
WHEREAS, the Fund may derive savings in administrative expenses by virtue
of having the Separate Accounts of the Company as shareholders of record of
Fund shares and having the Company perform certain administrative services for
the Fund (which services are identified on Schedule A hereto); and
WHEREAS, neither BAL nor the Company has any contractual or other legal
obligation to perform such administrative services for the Fund; and
WHEREAS, the Company desires to be compensated for providing such
administrative services to the Fund; and
WHEREAS, BAL desires that the Fund benefit from the lower administrative
expenses expected to result from the administrative services performed by the
Company holding omnibus accounts with the Fund's transfer agent on behalf of
contract owners.
NOW, THEREFORE, the parties hereto agree as follows:
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1. ADMINISTRATION EXPENSE PAYMENTS.
(a) BAL, any of its affiliates and/or any of the Portfolios shall pay the
Company an annual fee equal to certain percentages of the average
daily assets of Portfolios purchased by Separate Accounts as options
for the Company's insurance products as set forth below. No fees shall
be paid for money market or index Portfolios.
The basis point rate for Portfolios purchased by Separate Accounts as
options of the Company's Private Placement products shall be ____ bps
(____%).
The basis point rate for Portfolios purchased by Separate Accounts as
options of the Company's registered Variable Annuity (VA) products
shall be ____ bps (____%).
The basis point rate for Portfolios purchased by Separate Accounts as
options of the Company's registered Variable Universal Life (VUL)
products shall be ____ bps (____%).
Since BAL is unable to reconcile invoices based on the Company's
product types, BAL and the Company have further agreed to calculate
the annual fee based on percentages of the average daily assets of
Portfolios held in accounts (the "Transfer Agent Accounts")
established by the Fund's transfer agent, all as specified in Schedule
B hereto. The Company will be responsible for ensuring that a Transfer
Agent Account is used only for investments which are entitled to the
applicable basis point rate as specified in the paragraph above.
Notwithstanding the foregoing, money market and index Portfolios may
be held in any Transfer Agent Account, but the Company shall not be
entitled to be paid with respect to those positions.
(b) The Company shall calculate the payment contemplated by this Section 1
at the end of each calendar quarter ("Quarterly Payment"). BAL or its
designee will submit such payment to the Company, after the receipt of
an invoice by the Company. Please submit invoices to BAL or its
designee at: XxxXxxxxxxx.Xxxxxxxx@xxxxxxxxx.xxx.
The invoice will be submitted on a quarterly basis in a Microsoft
Excel format and include the following information:
1. The total average daily net assets during the period covered by the
invoice for each Portfolio and share class (ticker/CUSIP) at the
Transfer Agent Account level.
2. The basis point rate that applies to each Transfer Agent Account.
3. The subtotal amount due for each fund and share class
(ticker/CUSIP).
4. The total amount due.
5. Invoice submitted on Company letterhead.
6. Each invoice to include an invoice number.
5. Payment instructions (Wire/Check/ACH).
6. Contact information for the Company.
Invoices must be received in a timely manner. Any invoice which is
received subsequent to six (6) months after the time period covered by
the
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invoice may be subject to non-payment. Additions or adjustments by the
Company to previously received invoices submitted subsequent to six
(6) months after the time period covered by the invoice may also be
subject to non-payment. BAL or its designee shall pay invoices in good
standing within a reasonable time after having received by it from the
Company.
The parties acknowledge and agree that the assets and/or accounts
covered under the terms of this Agreement will not be subject to fees
or any additional payment arrangements with BAL or its affiliates for
Services, sub-transfer agency, sub-accounting, networking services or
for any similar services, other than as described herein. Company
represents and warrants that it is not invoicing, and during the
Agreement will not invoice, BAL or its affiliates for duplicative fees
as described in the preceding sentence.
Any invoices shall only cover time periods for which this Agreement is
in effect.
(c) The Company 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. From time to time, the parties shall review
the Quarterly Payment to determine whether it exceeds or is reasonably
expected to exceed the incurred and anticipated costs, over time, of
the Company. The parties agree to negotiate in good faith a reduction
to the Quarterly Payment as necessary to eliminate any such excess.
2. NATURE OF PAYMENTS.
The parties to this Agreement recognize and agree that the payments to the
Company are for administrative services only and do not constitute payment in
any manner for investment advisory services or for costs of distribution of
Contracts or of Fund shares and are not otherwise related to investment
advisory or distribution services or expenses. The amount of administration
expense payments made to the Company pursuant to Section 1(a) of this Agreement
are intended to reimburse or compensate the Company for providing
administrative services with respect to the Contracts or any Separate Accounts.
3. TERM AND TERMINATION.
(a) Any party may terminate this Agreement, without penalty, on sixty
days' advance written notice to the other party. Unless so terminated,
this Agreement shall continue in effect for so long as BAL or its
successor(s) in interest, or any affiliate thereof, continues to
perform in a similar capacity for the Fund, and for so long as the
Company or its successors(s) in interest, or any affiliate thereof,
provides the services contemplated hereunder with respect to Contracts
under which values or monies are allocated to a Portfolio.
(b) This Agreement shall automatically terminate upon (i) the termination
of the Amended and Restated Fund Participation Agreement between the
Company and the Fund, or (ii) the dissolution or bankruptcy of any
party hereto, or in the event that any party hereto is placed in
receivership or
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rehabilitation, or in the event that the management of its affairs is
assumed by any governmental, regulatory or judicial authority.
4. AMENDMENT.
This Agreement may be amended only upon mutual agreement of the parties
hereto in writing.
5. NOTICES.
All notices, requests, demands and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered to the
following addresses or such other address for a party as shall be specified in
a notice given in accordance with this notice section:
To BAL: With a copy to:
BLACKROCK ADVISORS, LLC BLACKROCK, INC.
Attn: Xxxx Xxxx Attn:
U.S. Retail, Business Analytics General Counsel
00 Xxxx 00xx Xxxxxx 00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
To the Company:
American General Life Insurance Company
0000 Xxxxx Xxxxxxx, X0-00
Xxxxxxx, Xxxxx 00000-0000
ATTN: General Counsel
American General Life Insurance Company of Delaware
0000 Xxxxx Xxxxxxx, X0-00
Xxxxxxx, Xxxxx 00000-0000
ATTN: General Counsel
6. MISCELLANEOUS.
(a) Successors and Assigns. This Agreement shall be binding upon the
parties hereto and their transferees, successors and assigns. The
benefits of and the right to enforce this Agreement shall accrue to
the parties and their transferees, successors and assigns.
It is anticipated that American General Life Insurance Company of
Delaware ("AGLD"), a party to this Agreement, will be merging with and
into American General Life Insurance Company ("AGL"), the surviving
company and also an affiliate of AGLD and a party to this Agreement,
on or about December 31, 2012 (the "Merger"). In contemplation of this
Merger, it is affirmed and acknowledged that upon occurrence of such
event, the benefits of and the right to enforce this Agreement shall
accrue to AGL, the successor, without further action on the part of
any parties to this Agreement.
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(b) Assignment. Neither this Agreement nor any of the rights, obligations
or liabilities of either party hereto shall be assigned without the
written consent of the other party.
(c) Intended Beneficiaries. Nothing in this Agreement shall be construed
to give any person or entity other than the parties hereto any legal
or equitable claim, right or remedy. Rather, this Agreement is
intended to be for the sole and exclusive benefit of the parties
hereto.
(d) Counterparts. This 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.
(e) Applicable Law. This Agreement shall be interpreted, construed, and
enforced in accordance with the laws of the State of New York, without
reference to the conflict of law thereof.
(f) Severability. If any portion of this Agreement shall be found to be
invalid or unenforceable by a court or tribunal or regulatory agency
of competent jurisdiction, the remainder shall not be affected
thereby, but shall have the same force and effect as of the invalid or
unenforceable portion had not been inserted.
(g) Entire Agreement. This Agreement, including the attachments hereto,
constitutes the entire agreement between the parties with respect to
the matters dealt with herein, and terminates and supersedes all
previous agreements, written or oral, with respect to such matters.
Such prior agreements are set forth in Schedule C to the best of the
parties' knowledge and belief, but the parties acknowledge that
Schedule C may not contain a complete list.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their
duly authorized representatives.
BLACKROCK ADVISORS, LLC
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
AMERICAN GENERAL LIFE INSURANCE COMPANY
ATTEST:
By: By:
----------------------------- ----------------------------
Name: Name:
----------------------------- ----------------------------
Title: Title:
----------------------------- ----------------------------
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: By:
----------------------------- ----------------------------
Name: Name:
----------------------------- ----------------------------
Title: Title:
----------------------------- ----------------------------
AGREED AND ACCEPTED:
BLACKROCK INVESTMENTS, LLC
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
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SCHEDULE A
ADMINISTRATIVE SERVICES FOR THE FUND
MAINTENANCE OF BOOKS AND RECORDS
. Maintaining an inventory of share purchases to assist transfer agent in
recording issuance of shares.
. Performing miscellaneous accounting services to assist transfer agent in
recording transfers of shares (via net purchase orders).
. Reconciliation and balancing of the Separate Account at the Fund level
in the general ledger and reconciliation of cash accounts at general
account level.
PURCHASE ORDERS
. Determination of net amount of cash flow into Fund.
. Reconciliation and deposit of receipts at Fund and confirmation thereof.
REDEMPTION ORDERS
. Determination of net amount required for redemptions by Fund.
. Notification to Fund of cash required to meet payments.
. Cost of share redemptions.
REPORTS
. Periodic information reporting to the Fund.
FUND-RELATED CONTRACT OWNER SERVICES
. Telephonic support for contract owners with respect to inquiries about
the Fund (not including information about performance or related to
sales.)
OTHER ADMINISTRATIVE SUPPORT
. Operational and recordkeeping services.
. Providing other administrative support to the Fund as mutually agreed
between the Company and the Fund.
. Relieving the Fund of other usual or incidental administrative services
provided to individual contract owners.
. Preparation of reports to certain third-party reporting services.
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SCHEDULE B*
ACCOUNT REGISTRATION ADDRESS BLOCK SEPARATE ACCOUNT RATE (BPS)
------- --------------------------
AMERICAN GENERAL LIFE
INSURANCE
COMPANY OF DELAWARE
--------- 0000 X-XXXXX XXXXXXX PP __
XXXXXXX XX 00000
AMERICAN GENERAL LIFE
INSURANCE
COMPANY OF DELAWARE
--------- 0000 X-XXXXX XXXXXXX
XXXXXXX XX 00000 VUL __
AMERICAN GENERAL LIFE
INSURANCE
COMPANY OF DELAWARE
ATTN: XXXXXX XXXXX
--------- 0000-X XXXXX XXXXXXX
XXXXXXX XX 00000-0000 VA __
AMERICAN GENERAL LIFE
INSURANCE
COMPANY OF DELAWARE
ATTN: XXXXXX XXXXX
--------- 0000-X XXXXX XXXXXXX
XXXXXXX XX 00000-0000 PP __
AMERICAN GENERAL LIFE
INSURANCE
COMPANY OF DELAWARE
ATTN: XXXXXX XXXXX
--------- 0000-X XXXXX XXXXXXX
XXXXXXX XX 00000-0000 VA __
THE UNITED STATES LIFE
INSURANCE
COMPANY IN THE CITY OF NEW
YORK
ATTN: XXXXXX XXXXX
--------- 0000-X XXXXX XXXXXXX
XXXXXXX XX 00000 VA __
THE UNITED STATES LIFE
INSURANCE
COMPANY IN THE CITY OF NEW
YORK
--------- 0000 X-XXXXX XXXXXXX
XXXXXXX XX 00000 VUL __
*No fees shall be paid for the money market or index V.I. Portfolios.
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SCHEDULE C
ADMINISTRATIVE
PARTICIPATION AGREEMENT SERVICES AGREEMENT
COMPANY FUND COMPANY DATE DATE
------- ------------------------------------- ----------------------- ------------------
AGL Mercury Asset Management V.I.
Funds, Inc.; Princeton Funds
Distributor, Inc. 09/01/99 None Located
AGL Xxxxxxx Xxxxx Variable Series Funds,
Inc.; Princeton Funds Distributor,
Inc. 09/01/99 09/01/99
AGL Hotchkis and Wiley Variable Trust;
Princeton Funds Distributor, Inc. 09/30/99 None Located
AGL Xxxxxxx Xxxxx Asset Management; AIG
Life Insurance Co. None Located No date
AGLD BlackRock Variable Series Funds,
Inc.; BlackRock Investments;
BlackRock Advisors, LLC
(Amendment) 5/1/12 5/1/12
AGLD Xxxxxxx Xxxxx Variable Series Funds,
Inc. 11/14/97 06/04/98
AGLD Mercury Asset Management V.I.
Funds, Inc. 04/30/99 None Located
AGLD Hotchkis and Wiley Variable Trust;
Hotchkis and Wiley 04/30/99 05/01/99
AGLD Xxxxxxx Xxxxx Variable Series Funds,
Inc.; Princeton Funds Distributor,
Inc. 05/01/00 None Located
AGLD Xxxxxxx Xxxxx Variable Series Funds,
Inc.; FAM Distributors, Inc. 06/09/03 07/01/03
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