EXHIBIT (h)(18)(c)
SECOND AMENDMENT TO THE ACCOUNT SERVICES AGREEMENT FOR
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
THIS SECOND AMENDMENT, effective as of October 1, 2016, amends the Account
Services Agreement for AIM Variable Insurance Funds (Invesco Variable Insurance
Funds) (the "Fund") between American General Life Insurance Company (as
successor in interest to SunAmerica Annuity and Life Assurance Company), a
Texas life insurance company ("Life Company") and Invesco Distributors, Inc., a
Delaware corporation, ("Distributor") dated July 1, 2013, as amended
("Agreement").
WHEREAS Life Company and Distributor wish to amend the Agreement pursuant to
Section 5; and
WHEREAS Life Company, on behalf of itself or as successor in interest to
other affiliated insurers as stated below, has entered into the following
participation agreements:
(a) SunAmerica Annuity and Life Assurance Company dated May 28, 2010,
(b) American General Life Insurance Company dated June 1, 1998,
(c) AIG Life Insurance Company dated November 20, 1997 (originally with
AIG Life Insurance Company, which subsequently changed its name to
American General Life Insurance Company of Delaware (AGLD) and
thereafter American General Life Insurance Company became the
successor in interest to AGLD (the "AGLD Agreement"); and
(d) American General Annuity Insurance Company dated November 23, 1998
(originally with American General Annuity Insurance Company, which
subsequently changed its name to Western National Life Insurance
Company (WNL) and thereafter American General Life Insurance Company
became the successor in interest to WNL) (all of such agreements
listed hereinabove collectively referred to as "Participation
Agreement")
with the Fund, pursuant to which the Fund has agreed to make shares of certain
of its portfolios ("Portfolios") as set forth in Schedule A to the Agreement
which are available for purchase by one or more of Life Company's separate
accounts or divisions thereof (each, a "Separate Account"), in connection with
the allocation by Contract owners of purchase payments to corresponding
investment options offered under the Contracts; and
WHEREAS Life Company wishes to add the Contracts and Separate Accounts as
specified in such Participation Agreements to this Agreement (with the
exception of the Unregistered Separate Accounts and Contracts of AGLD as
specified in the AGLD Agreement); and
WHEREAS Parties wish to amend Schedule A to the Agreement; and
NOW THEREFORE, in consideration of the above premises, the parties hereto
agree as follows:
1. Section 1(c) is added to the agreement as follows:
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c) Financial Intermediary will provide the services identified on
Schedule B, as agreed upon by the Parties from time to time (the
"Services").
2. Section 4 of the Agreement is deleted in its entirety and replaced with
the text below:
"Any Party may terminate this Agreement, without penalty, on 60 days'
advance written notice to the other Party; provided, however, that in
the event either Party requires less than 60 days' advance notice to
terminate this Agreement as a result of regulatory changes or material
market events which impact the terms herein, then the Parties agree to
cooperate in good faith on a date of termination that is mutually
acceptable. This Agreement will terminate automatically upon termination
of the Participation Agreement. Unless terminated, this Agreement shall
continue in effect for so long as Distributor 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 Life Company provides the
account Services contemplated hereunder with respect to Contracts under
which values or monies are allocated to a Portfolio."
3. Schedule A of the Agreement is deleted in its entirety and replaced as
attached hereto.
4. Schedule B of the Agreement is added as attached hereto.
5. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
6. Terms used, but not otherwise defined herein, shall have the meaning set
forth in the Agreement.
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IN WITNESS WHEREOF, the parties below have caused this Second Amendment to the
Account Services Agreement for the AIM Variable Insurance Funds (Invesco
Variable Insurance Funds) to be executed by their duly authorized officers
effective as of the day and year first written above.
AMERICAN GENERAL LIFE INSURANCE COMPANY
By:____________________________
Print Name: ___________________
Title:_________________________
INVESCO DISTRIBUTORS, INC.
By:____________________________
Print Name: ___________________
Title:_________________________
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SCHEDULE A
FINANCIAL SUPPORT FEE
A. Distributor agrees to pay to Life Company a quarterly fee ("Quarterly
Fee") equal to a percentage of the average daily net assets of the
Portfolios, not including Invesco V.I. Government Money Market Fund,
Invesco V.I. S&P 500 Index Fund and Invesco V.I. Equally Weighted S&P
500 Fund, attributable to the Contracts issued by Life Company, as
calculated and invoiced by the Life Company as of the end of each
quarter as follows:
Annual Rate: ____% (______ basis points) on all Series I shares and
Series II shares of the Fund for all Separate Accounts utilizing the
Funds and all Contracts funded by the Separate Accounts (with the
exception of the Unregistered Accounts and Contracts of AGLD as
specified in the AGLD Agreement).
B. In addition, Distributor shall pay Life Company an additional Quarterly
Fee ("Additional Quarterly Fee") equal to a percentage of the average
daily net assets of the Portfolios attributable to the Contracts issued
or underwritten by Life Company as listed below, as calculated and
invoiced by the Life Company as of the end of each quarter as follows:
Annual Rate: ____% (____ basis points)
Invesco V.I. American Franchise Fund Series II Shares
Invesco V.I. Xxxxxxxx Fund Series II Shares
Invesco V.I. Growth and Income Fund Series II Shares
Invested in the following products (including all variants) only:
Anchor Advisor
Diversified Strategies III
Polaris Preferred Solution
Polaris Advisor
Polaris Advisor III
Polaris Advantage
Polaris Advantage II
Polaris Platinum
Polaris Platinum II
Polaris Platinum III
Polaris Choice
Polaris Choice II
Polaris Choice III
Polaris Choice IV
Polaris Group (Allocated)
Polaris Plus (Unallocated)
Polaris Retirement Protector
Polaris Platinum O-Series
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Polaris 401(k)
Polaris
Polaris II
Polaris II Platinum Series
Polaris II A-Class
Polaris II A-Class Platinum Series
Polaris Protector
C. In the event the Distributor fails to provide Life Company with payment
under the Distribution Services Agreement dated May 28, 2010 by and
between the parties as a result of the termination or interruption of a
Fund's 12b-1 plan, then the Quarterly Fee shall be paid at an Annual
Rate up to ____% (__________ basis points) on Series II shares of the
Fund for all Separate Accounts utilizing the Funds and all Contracts
funded by the Separate Accounts (with the exception of the Unregistered
Accounts and Contracts of AGLD as specified in the AGLD Agreement);
provided further that if Life Company receives a Quarterly Fee at an
annual rate of ____% (__________ basis points), then Life Company shall
not be entitled to an Additional Quarterly Fee.
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SCHEDULE B
SERVICES
The services for which Financial Intermediary may provide to the Fund include,
but are not limited to, any or all of the following:
. Costs of printing sales literature or other promotional marketing
material relating to each Portfolio, insofar as such materials relate
to the Contracts or prospective Contract owners;
. Adding a Portfolio to the list of underlying investment options in
Insurer's variable products;
. Access to individual members of Insurer's sales force or to Insurer's
management;
. Support, training and ongoing education for sales personnel about the
Portfolios;
. Financial planning needs of Portfolio shareholders or Contract owners;
. Marketing and advertising of the Portfolios;
. Transaction processing and transmission charges;
. Advertising or other promotional expenses; or
. Other expenses as mutually agreed between Life Company and Invesco.
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