EXHIBIT (H)(31)(B)
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
000 XXXXX XXXXXX
XXX XXXX, XX 00000
May 1, 2015
American General Life Insurance Company
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Ladies and Gentlemen:
The Universal Institutional Funds, Inc. (the "Fund"), Xxxxxx Xxxxxxx
Distribution, Inc. (the "Distributor"), Xxxxxx Xxxxxxx Investment Management
Inc. (the "Adviser"), American General Life Insurance Company (the "Company")
and AIG Capital Services, Inc. have entered into a Participation Agreement,
dated as of January 24, 1997, as may be amended from time to time (the
"Participation Agreement"), providing for the purchase by the Company of Class
I and/or Class II shares of certain series of the Fund specified on Schedule A
to the Participation Agreement (the "Portfolios"), on behalf of the Company's
separate account(s) to fund certain variable life and variable annuity
contracts (the "Contracts"), each as specified on Schedule B to the
Participation Agreement.
As consideration for various Fund-related administrative services that the
Company will provide in connection with the issuance of the Contracts (the
"Administrative Services"), the Adviser hereby agrees to pay to the Company,
out of its own assets, during the term of the Participation Agreement, an
annual fee (the "Supplemental Fee") calculated pursuant to the schedule set
forth below, based on the average daily net assets invested in Class I and/or
Class II Shares, as applicable, of the then offered Portfolios under the
Contracts identified in the Participation Agreement (excluding all assets
received during the guarantee (free look) periods from Contract holders that
exercise their free look rights under the Contracts). We acknowledge that the
Administrative Services to be provided by the Company (such as shareholder
communication, record keeping and postage expenses) are ones for which the
Adviser, or its affiliates, would otherwise bear the cost directly.
SUPPLEMENTAL FEES
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PORTFOLIO NAME CLASS I CLASS II
-------------- ------- --------
Core Plus Fixed Income ____% n/a
Emerging Markets Debt ____% ____%
Emerging Markets Equity ____% ____%
Global Franchise --- ____%
Global Infrastructure ____% ____%
Global Real Estate --- ____%
Global Strategist* ____% ____%
Growth ____% ____%
Mid Cap Growth ____% ____%
Small Company Growth --- ____%
U.S. Real Estate ____% ____%
* Formerly known as the Global Tactical Asset Allocation Portfolio.
Payment of the Supplemental Fee will be made on a quarterly basis during the
month following the end of each calendar quarter and shall be prorated for any
portion of such period during which this letter agreement is in effect for less
than the full quarter. The Supplemental Fee will be calculated based on the
average daily net assets invested in Class I and/or Class II Shares of the
applicable Portfolio(s) under the Contracts over a calendar quarter (which
shall be computed by totaling daily balances during the quarter and dividing
such total by the actual days in the quarter).
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 such services. The Company further agrees
to provide copies of any such records maintained and preserved, as reasonably
requested by the Adviser or its representatives, to enable the Adviser or the
Fund to monitor and review the Administrative Services provided by the Company,
or comply with any request of the Board of Directors of the Fund, or a
governmental body or a self-regulatory organization.
This letter agreement may be executed in counterparts, each of which taken
together shall constitute one and the same instrument. In addition, this letter
agreement may be amended only upon mutual consent of the parties hereto in
writing and will terminate: (i) upon mutual agreement of the parties hereto,
(ii) upon thirty (30) days advance written notice by either party delivered to
the other party, or (iii) automatically upon the termination of the
Participation Agreement.
The terms of this letter agreement constitute the entire understanding and
agreement between the Adviser and the Company as to the subject matter hereof
and supersede any and all agreements, whether written or oral, regarding such
subject matter made prior to the date on which this letter has been executed
and delivered by the parties. In particular, this letter agreement hereby
terminates and replaces (i) the letter agreement dated September 4, 2014
between the Adviser and the Company and (ii) the letter agreement dated May 1,
2000 between the Adviser and the Company (relating to the Participation
Agreement, dated May 15, 1998, by and among the Company, the Adviser and the
Fund). In the event of any conflict between the provisions of this letter and
the provisions of any other agreements between the parties hereto, the
provisions of this letter shall control.
This letter and the agreement contained herein shall be governed by, and
interpreted in accordance with, the laws of the State of New York, without
regard to the conflict of laws provisions thereof.
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Each of the parties acknowledges and agrees that this letter and the
arrangements described herein are intended to be non-exclusive and that each of
the parties is free to enter into similar agreements and arrangements with
other entities.
Sincerely,
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
AGREED and ACCEPTED:
AMERICAN GENERAL LIFE INSURANCE COMPANY
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
Date:
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