EXHIBIT (H)(28)(B)
AMENDMENT TO THE
ADMINISTRATIVE SERVICES AGREEMENT
BY AND BETWEEN
AMERICAN GENERAL LIFE INSURANCE COMPANY AND
XXXXXXX, XXXXX & CO.
THIS AMENDMENT to the Administrative Services Agreement (the "Amendment") is
made and entered into this 22nd day of October, 2014 by and between American
General Life Insurance Company ("you" or the "Company"), Xxxxxxx, Sachs & Co.
("GS") and Xxxxxxx, Xxxxx Asset Management, L.P. ("we" or "GSAM") concerning
certain administrative services to be provided by you, with respect to the
Xxxxxxx Sachs Variable Insurance Trust (the "Trust").
WHEREAS, American General Life Insurance Company of Delaware (formerly known
as AIG Life Insurance Company) ("AGLD") and Xxxxxxx, Xxxxx & Co. entered into
an Administrative Services Agreement dated as of July 3, 1998 (the "AGLD
Agreement"); in addition, the Company and Xxxxxxx, Sachs & Co. entered into an
Administrative Services Agreement dated as of December 19, 2003 (the "2003
Agreement"); AGLD merged with and into the Company effective December 31, 2012
with the Company as the surviving corporation (the "Merger"); the Company has
assumed all obligations and responsibilities of AGLD under the AGLD Agreement,
for all AGLD Contracts covered by the AGLD Agreement, as a result of the
Merger; it is affirmed and acknowledged that the 2003 Agreement will supersede
and replace the AGLD Agreement without further action on the part of any
parties to this Amendment to the 2003 Agreement, and the AGLD Agreement will
terminate accordingly upon the effectiveness of this Amendment to the 2003
Agreement; and
WHEREAS, the Company, GS and GSAM desire that GSAM shall replace GS as a
party to the 2003 Agreement; and
WHEREAS, the Company, GS and GSAM desire to amend the 2003 Agreement to
reflect the offering of Advisor Shares of certain series of the Trust; and
WHEREAS, Section 10 of the Agreement provides that the Agreement may be
amended upon mutual agreement of the parties.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
which consideration is full and complete, the Company, GS and GSAM hereby agree
as follows:
1. The Company has assumed all obligations and responsibilities of AGLD
under the AGLD Agreement; the 2003 Agreement will supersede and replace the
AGLD Agreement without further action on the part of any parties to this
Amendment to the 2003 Agreement; and the AGLD Agreement will terminate
accordingly upon the effectiveness of this Amendment to the 2003 Agreement.
2. Each of the parties hereto agrees that upon execution of this Amendment,
GSAM shall replace GS as a party to the 2003 Agreement, as amended hereby, and
shall be fully bound by, and subject to, all of the covenants, representations,
terms and conditions of the 2003 Agreement as though an original party to the
2003 Agreement; all references to "we" in the 2003 Agreement shall refer to
GSAM.
3. Unless otherwise noted or amended herein, all terms used in this
Amendment shall have the same meaning as in the 2003 Agreement.
4. Except as hereby amended, the 2003 Agreement remains in full force and
effect in accordance with its terms.
5. The first sentence of Section 1 of the 2003 Agreement is deleted in its
entirety and replaced with the following:
The Trust is a Delaware statutory trust registered with the Securities and
Exchange Commission (the "SEC") under the Investment Company Act of 1940, as
amended (the "Act"), as an open-end management investment company.
6. Section 2 of the 2003 Agreement is deleted in its entirety and replaced
with the following:
2. The Company. The Company is a Texas life insurance company. The Company
issues variable annuity contracts and variable life insurance policies (the
"Contracts") supported by the Separate Account(s) identified on Schedule A
(the "Separate Account"; if more than one, the term "Separate Account" shall
apply to each Separate Account subject hereto). The Separate Account is
registered with the SEC as a unit investment trust. The Company has entered
into a participation agreement (the "Participation Agreement") with the
Trust and Xxxxxxx, Xxxxx & Co. as the Trust's Distributor ("Distributor")
with respect to the Portfolios listed on Schedule B (the "Funds"). The
Participation Agreement governs the Company's purchases and redemptions of
shares of the Trust for the Separate Account supporting the Company's
Contracts.
7. Section 3 of the 2003 Agreement is deleted in its entirety and replaced
with the following:
3. Xxxxxxx, Sachs & Co. Xxxxxxx, Xxxxx & Co. serves as the distributor
for the Trust. GSAM serves as the Trust's investment adviser. GSAM
supervises and assists in the overall management of the Trust's affairs
under an Investment Management Agreement with the Trust, subject to the
overall authority of the Trust's Board of Trustees in accordance with
Delaware law. Under the Investment Management Agreement, we are compensated
for providing investment advisory and certain administrative services.
8. Section 4 of the 2003 Agreement is deleted in its entirety and replaced
with the following:
4. Administrative Services. You have agreed to assist us, as we may
request from time to time, with the provision of administrative services
with respect to the Trust, as they may relate to the Separate Account's
purchase and redemption of shares of the Funds. It is anticipated that such
services may include (but shall not be limited to) the mailing of Trust
reports, notices, proxies and proxy statements and other informational
materials to owners of the Contracts supported by the Separate Account; the
transmission of purchase and redemption requests to the Trust's transfer
agent; the maintenance of separate records for each owner of a Contract
reflecting shares purchased and redeemed and share balances attributable to
such Contract Owner in the form of units; the preparation of various reports
for submission to the Trust's Trustees; the provision of shareholder support
services with respect to the Funds serving as funding vehicles for the
Company's Contracts; and the services listed on Schedule C.
2
9. Section 5 of the 2003 Agreement is deleted in its entirety and replaced
with the following:
5. Payment for Administrative Services. In consideration of the services
to be provided by you, we shall pay you on a monthly basis, from our assets,
including GSAM's bona fide profits as investment adviser to the Trust,
amounts equal to those described in Schedule D. For purposes of computing
the payment to the Company contemplated under this Section 5 for each Fund,
the average aggregate net asset value of the relevant shares of the Fund
held by the Separate Account over a one-month period shall be computed by
totaling the Separate Account's aggregate investment (share net asset value
multiplied by total number of the relevant shares held by the Separate
Account) in each Fund on each calendar day during the month, and dividing by
the total number of calendar days during such month. The payment
contemplated by this Section 5 shall be calculated by GSAM at the end of
each calendar month and will be paid to the Company within sixty
(60) business days thereafter.
10. Section 6 of the 2003 Agreement is deleted in its entirety and replaced
with the following:
6. Nature of Payments. The parties to this letter agreement recognize and
agree that GSAM's payments to the Company relate to administrative services
only and do not constitute payment in any manner for investment advisory
services or for costs of distribution of the Contracts or of Trust shares
and are not otherwise related to investment advisory or distribution
services or expenses. The Company represents that these payments are not for
or related to administrative services which the Company is required to
provide to owners of the Contracts by law or pursuant to the terms of the
Contracts. The Parties acknowledge that there are substantial savings in
administrative expenses to the Trust by virtue of having a Separate Account
as the sole shareholder in a Fund rather than multiple accounts reflecting
the Separate Account's investment. You represent that:
. you may legally receive the payments contemplated by this Agreement.
. to the extent required by applicable law, you have taken payments
received from GSAM under this Agreement into account in making any
determinations pursuant to Section 26(f)(2)(A) and 26(f)(3) of the Act.
11. Section 7 of the 2003 Agreement is deleted in its entirety and replaced
with the following:
7. Term. This letter agreement shall remain in full force and effect for
an initial term of one year from the date hereof, and shall automatically
renew for successive one-year periods unless either party notifies the other
upon sixty (60) days' written notice of its intent not to continue this
agreement. This letter agreement shall terminate automatically with respect
to a Fund upon (i) the redemption of the Separate Account's investment in
the Fund, or (ii) upon termination of the Trust's obligation to sell shares
of a Fund under the Participation Agreement.
12. Section 8(c) of the 2003 Agreement is deleted in its entirety and
replaced with the following:
3
(c) it will keep confidential any information acquired in connection
with the matters contemplated by this letter agreement regarding
the business and affairs of the Trust, GSAM and their affiliates.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be executed in its name and behalf by its duly authorized officer on the date
specified above.
Xxxxxxx, Sachs & Co. American General Life Insurance
Company
By: By:
------------------------------- ------------------------------
Name: Name:
------------------------------- ------------------------------
Title: Title:
------------------------------- ------------------------------
Xxxxxxx, Xxxxx Asset Management, L.P.
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
4
SCHEDULE A
SEPARATE ACCOUNTS
All current and future Separate Accounts of the Company available for sale
through the Contracts.
5
SCHEDULE B
FUNDS
All available series of Xxxxxxx Sachs Variable Insurance Trust, if available
according to the series' current Prospectuses and Statements of Additional
Information.
6
SCHEDULE C
SERVICES
SERVICES FOR INSTITUTIONAL CLASS SHARES
MAINTENANCE OF BOOKS AND RECORDS
- Record issuance of shares
- Record transfers (via net purchase orders)
- Reconciliation and balancing of the Separate Account at the Trust level
in the general ledger, at various banks and within systems interface to
the summary of each Contract Owner's position
PURCHASE ORDERS
- Determination of net amount available for investment by the Trust
- Deposit of receipts at Trust custodian by Trust (wire order)
- Notify custodian of estimated amount required to pay dividend
distributions or reinvestments
REDEMPTION ORDERS
- Determination of net amount required for redemptions by Trust
Notification of custodian and Trust of cash required to meet payments
Cost of share redemptions
FUND-RELATED CONTRACT OWNER SERVICES
- Printing and mailing costs associated with dissemination of Trust
prospectus to prospective Contract Owners
- Telephonic support for Contract Owners with respect to inquiries about
the Trust (not including information related to sales of annuity
contracts)
- Trust proxies (solicitation of voting instructions and preparation of
materials, inclusive of printing, distribution, tabulation, and
reporting)
- Printing and mailing costs associated with dissemination of Trust
reports and notices to prospective Contract Owners
OTHER ADMINISTRATIVE SUPPORT
- Sub-accounting services
- Providing other administrative support to the Trust as mutually agreed
between insurer and the Trust
- Relieving the Fund of other usual or incidental administrative services
provided to individual shareholders
7
SERVICES FOR ALL OTHER SHARE CLASSES
MAINTENANCE OF BOOKS AND RECORDS
- Record issuance of shares
- Record transfers (via net purchase orders)
- Reconciliation and balancing of the Separate Account at the Trust level
in the general ledger, at various banks and within systems interface to
the summary of each Contract Owner's position
FUND-RELATED CONTRACT OWNER SERVICES
- Printing and mailing costs associated with dissemination of Trust
prospectus to existing Contract Owners
- Telephonic support for Contract Owners with respect to inquiries about
the Trust (but not inquiries about the Contracts) unrelated to the sales
of Contracts or distribution of Trust shares
- Trust proxies (solicitation of voting instructions and preparation of
materials, inclusive of printing, distribution, tabulation, and
reporting)
- Printing and mailing costs associated with dissemination of Trust
reports and notices to existing Contract Owners
OTHER ADMINISTRATIVE SUPPORT
- Sub-accounting services
- Providing other administrative support to the Trust as mutually agreed
between insurer and the Trust
- Relieving the Trust of the burden of providing other usual or incidental
administrative services provided to individual shareholders
8
SCHEDULE D
FEES
AMOUNTS PER ANNUM OF THE AVERAGE
AGGREGATE NET ASSET VALUE OF SHARES OF THE
TRUST HELD BY THE SEPARATE ACCOUNT UNDER
SHARE CLASS OF THE TRUST THE PARTICIPATION AGREEMENT
------------------------ ------------------------------------------
Advisor __ basis points (___%)
All Other Share Classes __ basis points (___%)
9
