ADMINISTRATIVE SERVICES AGREEMENT
Ex-8(dd)
THIS AGREEMENT is executed as of February 23, 2011, and effective as of April 1, 2011, between
BLACKROCK ADVISORS, LLC (“BAL”) and ANNUITY INVESTORS LIFE INSURANCE COMPANY, a life insurance
company organized under the laws of the State of Ohio (the “Insurer”).
WHEREAS,
BAL is the investment advisor to the BlackRock Variable Series Funds, Inc. (“the
Fund”); and
WHEREAS, the Insurer issues variable annuity contracts and/or variable life insurance policies
(the “Contracts”); and
WHEREAS, the Insurer, the Fund and BlackRock Investments, LLC have entered into a Fund
Participation Agreement (“Participation Agreement”) dated February 1 2011, providing for the sale
of shares of the Fund to certain separate accounts of the Insurer (“Separate Accounts”); and
WHEREAS, amounts invested in the Contracts by contract owners are deposited in the Separate
Accounts of the Insurer 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 Insurer as shareholders of record of Fund shares and having the Insurer
perform certain administrative services for the Fund (which are identified on Schedule A
hereto); and
WHEREAS, neither BAL nor the Insurer has any contractual or other legal obligation to perform
such administrative services for the Fund; and
WHEREAS, the Insurer 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 Insurer holding omnibus accounts with the
Fund’s transfer agent on behalf of contract owners.
NOW, THEREFORE, the parties hereto agree as follows:
1. Administrative Expense Payments.
BAL or its affiliates and/or, if approved by the Fund Board, the Funds shall pay the Insurer
an annual fee equal to 15 basis points (0.15%) of the average daily net assets of the equity, fixed
income or index Portfolios that are held in the Separate Accounts of Insurer listed in Schedule A
of the amended Fund Participation Agreement.
BAL shall calculate the payment contemplated by this Section 1 at the end of each calendar
quarter (“Quarterly Payment”). BAL will submit such payment to Insurer within a reasonable time
period following the end of the quarter for which such fees are payable.
Insurer will provide payment instructions (Wire/Check/ACH), account numbers, billing contact
information, and other relevant information (as agreed to by the parties) (“Account Data”) and will
notify BAL within five business days of any changes in the Account Data. Insurer will also notify
BAL or its designee of any new accounts within five business days following the set
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up of any
new accounts. If Insurer does not notify BAL of changes to Account Data or new accounts
within the 5 business days, the fees on such accounts may be subject to nonpayment.
Insurer shall have thirty (30) days from the earlier of (a) receipt of the payment calculation
prepared by BAL or (b) from date payment is made by BAL, to request in writing additions or
adjustments. After each thirty (30) day reconciliation period, any requested adjustments or
payments will be at the discretion of BAL.
Payments for administrative services shall cover only time periods for which this Agreement is
in effect.
2. Nature of Payments.
The parties to this Agreement recognize and agree that the payments to the Insurer 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 administrative expense
payments made to the Insurer pursuant to Section 1(a) of this Agreement are intended to reimburse
or compensate the Insurer for providing administrative services with respect to the Contracts or
any Separate Accounts.
Insurer
and BAL each hereby represent that the fees paid pursuant to this Agreement, as
amended, 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 payments for administrative services under this Agreement to determine whether they
exceed or are reasonably expected to exceed the incurred and anticipated costs, over time, of the
Insurer.
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 Insurer 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 Fund Participation Agreement(s) between the Insurer 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 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
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To BAL:
|
With a copy to: | |
BlackRock Advisors, LLC
|
BlackRock, Inc. | |
Attn: Xxxxx Xxxxxxx
|
Attn: Xxxxxx Xxxxxxxx General Counsel | |
00
Xxxx 00xx Xxxxxx
|
00 Xxxx 00xx Xxxxxx | |
Xxx Xxxx, XX 00000
|
Xxx Xxxx, XX 00000 | |
To the Insurer:
|
With a copy to: | |
Annuity Investors Life Insurance Company
|
Great American Financial Resources, Inc. | |
Attn: Xxxx Xxxxxxxx
|
Attn: Xxxx Xxxxxx | |
000 Xxxx Xxxxx Xxxxxx
|
0 Xxxx Xxxxxx | |
Xxxxxxxxxx, XX 00000
|
Xxxxxxxxxx, XX 00000 |
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. | ||
| (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 if 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 supersedes all previous agreements, written or oral, with respect to such matters. |
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.
BLACKROCK ADVISORS, LLC
|
ANNITY INVESTORS LIFE INSURANCE COMPANY | ||||||
By: |
/s/ XXXXX XXXXXXX | By: | /s/ XXXX X. XXXXXX | ||||
| Name: | XXXXX XXXXXXX | Name: | XXXX X. XXXXXX | ||||
| Title: | MANAGING DIRECTOR | Title: | SENIOR VICE PRESIDENT | ||||
Date: FEBRUARY 23, 2011
|
Date: MARCH 9, 2011 | ||||||
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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 purchase payments for Portfolio shares. |
| • | Reconciliation and deposit of receipts at Fund and confirmation thereof. |
Redemption Orders
| • | Determination of net amount of redemptions of Portfolio shares. |
| • | Notification to Fund of cash required to meet net redemption requests. |
| • | Cost of share redemptions. |
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 Insurer 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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