AIG LIFE INSURANCE COMPANY SHAREHOLDER SERVICES AGREEMENT
This Agreement is entered into on April 1, 2002, between AIG Life
Insurance Company ("AIG"), a Delaware corporation, and Securian Financial
Services, Inc. ("Securian"), a subsidiary of Minnesota Mutual Companies, Inc.
and a corporation domiciled in the State of Minnesota; and
WHEREAS, AIG issues variable life insurance policies and variable
annuity contracts (collectively the "Variable Contracts") through its variable
separate accounts ("Separate Accounts") which, in turn, invest in designated
registered investment companies, including Advantus Series Fund, Inc. (the
"Fund") and its Portfolios, each of which is an investment option offered by the
Variable Contracts; and
WHEREAS, the Fund has adopted a plan of distribution (the "Plan of
Distribution") pursuant to Rule 12b-1 under the Investment Company Act of 1940,
the terms of which provide for certain payments to AIG in exchange for both
distribution and non-distribution related services to the Fund; and
WHEREAS, AIG desires to provide to the Fund, the services described in
the Plan of Distribution, and Securian desires to have AIG provide such services
in the manner described herein; and
WHEREAS, the parties believe that Securian's payment to AIG of the fees
described herein is a fair and reasonable basis upon which to compensate AIG for
the services provided under this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
1. SERVICES: AIG agrees to provide the following services to the Fund
on behalf of Securian:
A. DISTRIBUTION-RELATED SERVICES. Distribution-related services
provided pursuant to this Agreement shall include payment for,
among other things, the printing of Fund prospectuses and reports
used for sales purposes, preparing and distributing sales
literature and related expenses, advertisements, education of
contract owners or dealers and their representatives, trail
commissions, and other distribution-related expenses, including a
prorated portion of the overhead expenses of the Distributor or
the Insurance Companies which are attributable to the
distribution of the Fund Shares.
B. NON-DISTRIBUTION RELATED SERVICES. Non-distribution services
provided pursuant to this Agreement shall include payment for,
among other things, responding to inquiries from owners of
Variable Contracts regarding the Fund, printing and mailing Fund
prospectuses and other shareholder communications to existing
Variable Contract owners, direct communications with Variable
Contract owners regarding Fund operations and Portfolio
composition and performance, furnishing
personal services or such other enhanced services as the Fund or
a Variable Contract may require, or maintaining customer accounts
and records.
2. PAYMENTS TO AIG.
For the Distribution and Non-Distribution Related Services described
herein, Securian agrees to pay AIG on a quarterly basis an amount
that is equal, on an annual basis, to .25% of the average combined
daily net assets of all the designated Portfolios of the Fund which
are attributable to the Variable Contracts and part of the Plan of
Distribution.
The payments contemplated by this paragraph shall be calculated by
Securian at the end of each quarter and will be paid to AIG within
thirty (30) days thereafter. Payment will be accompanied by a
statement showing the calculation of the quarterly amount payable
and such other supporting data as may be reasonably requested by
AIG.
3. NATURE OF THE PAYMENTS. The parties recognize and agree that
Securian's payments to AIG hereunder relate solely to the services
to the Fund described in this Agreement and performed by AIG on
behalf of Securian.
4. TERM. This Agreement shall remain in full force and effect for any
Portfolio of the Fund only so long as such Portfolio is subject to
the provisions of the Plan of Distribution, unless terminated in
accordance with paragraph 5.
5. TERMINATION. This Agreement may be terminated by either party upon
sixty (60) days advance written notice or immediately upon
termination of the Plan of Distribution.
6. REPRESENTATIONS BY AIG. AIG represents and agrees that it will
maintain and preserve all records as required by law to be
maintained and preserved by it in connection with the services
described herein and that it will otherwise comply with all laws,
rules and regulations applicable to the performance of the services.
AIG represents that it will indemnify and hold Securian, the Fund
and the Fund's advisor and sub-advisors harmless from any and all
direct or indirect liabilities or losses resulting from negligent
actions or inactions, of or by it or its officers, employees or
agents regarding its responsibilities under this Agreement. This
indemnification shall survive the termination of this Agreement.
AIG represents that neither it nor any of its officers, employees or
agents are authorized to make any representation concerning Fund
shares except those contained in the materials for the Variable
Contracts, materials, or in reports or proxy statements for the
Separate Accounts, or in sales literature or other promotional
materials approved by the Fund or its designee or by Securian,
except with the permission of the Fund or Securian or the designee
of either.
7. AUTHORITY. This Agreement shall in no way limit the authority of the
Fund, its adviser or Securian to take such action as any of those
parties may deem appropriate or advisable in connection with all
matters relating to operations of the Fund and/or the
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sale of its shares. AIG agrees and understands that the obligations
of Securian under this Agreement are not binding upon the Fund.
8. MISCELLANEOUS. This Agreement may be amended only upon mutual
agreement of the parties hereto in writing. This Agreement may not
be assigned by a party, by operation of law or otherwise, without
the prior written consent of the other party. This Agreement
constitutes the entire agreement between the parties with respect to
the matters described herein and supersedes any previous agreements
and documents with respect to such matters. It may be executed in
counterparts, each of which shall be deemed to be an original but
all of which shall together constitute one and the same instrument.
AIG agrees to notify Securian promptly if for any reason it is
unable to perform fully and promptly any of its obligations under
this Agreement.
IN WITNESS WHEREOF, AIG and Securian have caused this Agreement to be
executed in duplicate by their executive officers. This Agreement shall be
effective on April 1, 2002.
AIG LIFE INSURANCE COMPANY
By:
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Name:
--------------------------
Title:
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SECURIAN FINANCIAL SERVICES, INC.
By:
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Name: Xxxxxx Xxxxxxxx
Title: 2d Vice President
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