EXHIBIT (h)(28)(b)
AMENDMENT NO. 2 TO PIMCO VARIABLE INSURANCE TRUST
SERVICES AGREEMENT
(Administrative Class Shares)
THIS AMENDMENT NO. 2 ("Amendment") is made the 31/st/ day of October, 2014
by and between PIMCO Investments LLC ("PI") and American General Life Insurance
Company (the "Company").
W I T N E S S E T H
WHEREAS, PIMCO Variable Insurance Trust (the "Trust") and the Company
entered into that certain PIMCO Variable Insurance Trust Services Agreement
dated October 2, 2000 (the "Agreement"), as assigned and amended by that
certain Assignment and Amendment dated March 20, 2012 by and among PI, the
Trust and the Company whereby, inter alia, the Agreement was assigned by the
Trust to PI and PI accepted and assumed all rights and obligations of the Trust
under the Agreement;
WHEREAS, PI and the Company desire to amend the Agreement to provide for the
payment of Service Fees by PI to the Company following termination of the
Agreement if certain conditions are met;
WHEREAS, PI and the Company desire to amend the Agreement to clarify that it
is limited to Administrative Shares; and
WHEREAS, Section 13 of the Agreement provides for the amendment of the
Agreement by a writing signed by each of the parties;
NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants
herein contained and for other good and valuable consideration, hereby agree as
follows:
1. Unless otherwise defined in this Amendment, the terms used herein shall have
the same meanings they have in the Agreement.
2. For the avoidance of doubt, the parties hereto agree that all references to
"shares" in the Agreement shall mean Administrative Class Shares of the
Portfolios.
3. Section 7 of the Agreement is amended to add paragraph (d) as follows:
(d) Notwithstanding the termination of this Agreement, PI will continue to
pay the Service Fees in accordance with paragraph 6 so long as net assets of
the separate accounts of the Authorized Firm that were invested in a Portfolio
prior to such termination remain invested in a Portfolio (and solely with
respect to such assets), provided such continued payment is permitted in
accordance with applicable law and regulation.
4. Except as set forth above, the Agreement shall remain in full force and
effect in accordance with its terms.
5. This Amendment may be executed in one or more counterparts, each of which
shall be deemed to be an original, and all of which taken together shall
constitute one and the same Amendment.
[Signature page to follow]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date set forth above.
PIMCO INVESTMENTS LLC
By: /s/ Xxxxxx X.Plump
------------------------------
Name: Xxxxxx X.Plump
LOGO Title: Head of Business Management
AMERICAN GENERAL LIFE INSURANCE
COMPANY
By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxxx
Title: Executive Vice President,
Individual & Group Retirement
