Exhibit (h)(11)(c)
AMENDMENT TO FUND PARTICIPATION AGREEMENTS AND ADMINISTRATIVE SERVICES
AGREEMENTS
This AMENDMENT, executed as of January 13, 2012, and effective May 1, 2012,
is entered into by and among BLACKROCK ADVISORS, LLC ("BAL"), BLACKROCK
INVESTMENTS, LLC ("BRIL"), BLACKROCK VARIABLE SERIES FUNDS, INC. (the "Fund"),
and the following life insurance company organized under the laws of the state
or jurisdiction as indicated below:
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE (the "Company") (Delaware)
(formerly known as AIG Life Insurance Company)
WHEREAS, the Company, the Fund and BRIL are parties to several Fund
Participation Agreements providing for the sale of shares of certain portfolios
of the Fund ( the "Portfolios") to certain separate accounts of the Company; and
WHEREAS, the Company and BAL are parties to several Administrative Services
Agreements for the performance of certain administrative services by the Company
in connection with the Portfolios; and
WHEREAS, the parties wish to amend the Fund Participation Agreements and
the Administrative Services Agreements (collectively, the "Agreements") in order
to provide BAL and the Portfolios more flexibility with respect to the payment
of administrative services fees to the Company.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, and intending to be legally bound, the parties agree to amend the
Agreements as follows:
1. Notwithstanding anything to the contrary in the Agreements, BAL,
and/or any of its affiliates and/or, if approved by the Fund Board, any of the
Portfolios may pay the Company for the performance of the Administrative
Services.
2. Capitalized terms used in this Amendment and not defined herein shall
have the same meaning ascribed to them in the Agreement.
3. To the extent that provisions of the Agreements and this Amendment
are in conflict, the terms of this Amendment shall control. Except to the
extent amended by this Amendment, the Agreements shall remain unchanged and
in full force and effect, and are hereby ratified and confirmed in all
respects except as amended hereby.
4. This Amendment shall be interpreted, construed, and enforced in
accordance with the laws of the State of New York, without reference to the
conflict of laws thereof.
5. This Amendment may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment by their duly
authorized officers.
BLACKROCK ADVISORS, LLC
By:______________________
Name:___________________
Title:____________________
BLACKROCK INVESTMENTS, LLC
By:_________________________
Name:______________________
Title:_______________________
BLACKROCK VARIABLE SERIES FUNDS, INC.
By:_______________________________________
Name:_____________________________________
Title:____________________________________
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By:______________________________ By:______________________________
Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx
Title: Senior Vice President Title: Assistant Secretary
