ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT is made this day of , 2007, between BLACKROCK ADVISORS,
LLC. ("BAL") and [INSURANCE COMPANY], a life insurance company organized under
the laws of the State of ________ (the "Insurer").
WHEREAS, BAL is the investment advisor to the BlackRock Variable Series
Funds, Inc. and BlackRock Series
Fund, 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 Distributors, Inc. have
entered into a Fund Participation Agreement ("Participation Agreement") dated
___________, 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 expects to derive substantial 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; and
WHEREAS, BAL accordingly would prefer to compensate the Insurer for
providing administrative services to the Fund from its own profits or the
profits of its affiliates, rather than request that the Fund bear the costs of
such compensation:
NOW, THEREFORE, the parties hereto agree as follows:
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1. ADMINISTRATION EXPENSE PAYMENTS.
(a) BAL or its affiliates shall pay the Insurer an amount
equal to [__] basis points (0.__%) per annum of the
average daily net assets of the Portfolios that are
held in Separate Accounts of Insurer listed in
Schedule B of the Fund Participation Agreement(s).
(b) BAL shall calculate the payment contemplated by this
Section 1 at the end of each fiscal quarter and will
make such payment ("Quarterly Payment") to Insurer,
without demand or notice by Insurer, in a manner
mutually agreed upon by the parties from time to
time.
(c) From time to time, the parties shall review the
Quarterly Payment to determine whether it exceeds or
is reasonably expected to exceed the incurred and
anticipated costs, over time, of the Insurer. The
parties agree to negotiate in good faith a reduction
to the Quarterly Payment as necessary to eliminate
any such excess.
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 administration expense payments made to the
Insurer pursuant to Section 1(a) of this Agreement are derived from
BAL's or its affiliate's bona fide profits from serving as principal
underwriter or investment adviser to any Fund, and are intended to
reimburse or compensate the Insurer for providing administrative
services with respect to the Contracts or any Separate Accounts.
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.
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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
to the Insurer: to BAL:
BLACKROCK ADVISORS, LLC.
Xxxx Xxxxxxxx
Attn: 00 Xxxx 00xx Xxxxxx
Tel: Xxx Xxxx, XX 00000
Fax:
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
of 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.
[INSURANCE COMPANY] BLACKROCK ADVISORS, LLC.
By: By:
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Name: Name:
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Title: Title:
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Date: Date:
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SCHEDULE A
ADMINISTRATIVE SERVICES FOR THE FUND
MAINTENANCE OF BOOKS AND RECORDS
o Maintaining an inventory of share purchases to assist transfer agent in
recording issuance of shares.
o Performing miscellaneous accounting services to assist transfer agent
in recording transfers of shares (via net purchase orders).
o 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
o Determination of net amount of cash flow into Fund.
o Reconciliation and deposit of receipts at Fund and confirmation
thereof.
REDEMPTION ORDERS
o Determination of net amount required for redemptions by Fund.
o Notification to Fund of cash required to meet payments.
o Cost of share redemptions.
REPORTS
o Periodic information reporting to the Fund.
FUND-RELATED CONTRACT OWNER SERVICES
o Telephonic support for contract owners with respect to inquiries about
the Fund (not including information about performance or related to
sales.)
OTHER ADMINISTRATIVE SUPPORT
o Sub-Accounting services.
o Providing other administrative support to the Fund as mutually agreed
between the Insurer and the Fund.
o Relieving the Fund of other usual or incidental administrative services
provided to individual contract owners.
o Preparation of reports to certain third-party reporting services.
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