EXHIBIT (h)(33)(b)
Amendment No. 1 to Services Agreement
Effective as of May 1, 2006
The PIMCO Services Agreement dated October 2, 2000 (the "Agreement"), by and
between Pacific Investment Management Company LLC ("PIMCO") and American General
Life Insurance Company (the "Company"), is hereby amended as follows pursuant to
Section 4 of the Agreement:
1) Section 2 of the Agreement is deleted and replaced in its
entirety with the following:
Compensation. In consideration of the Services, PIMCO agrees to pay to the
Company a service fee at an annual rate equal to ___ (___) basis points
(___%) of the average daily value of the Shares (except with respect to
Shares of the CommodityRealReturn Strategy Portfolio) held in the Separate
Accounts. With respect to Shares of the CommodityRealReturn Strategy
Portfolio held in the Separate Accounts, in consideration of the Services,
PIMCO agrees to pay to the Company a service fee at an annual rate equal to
____ (___) basis points (___%) of the average daily value of the Shares of
such Portfolio held in the Separate Accounts.
Such payments will be made monthly in arrears. For purposes of computing
the payment to the Company under this paragraph 2, the average daily value
of Shares held in the Separate Accounts over a monthly period shall be
computed by totaling such Separate Accounts' aggregate investment (Share
net asset value multiplied by total number of Shares held by such Separate
Accounts) on each business day during the calendar month, and dividing by
the total number of business days during such month. The payment to the
Company under this paragraph 2 shall be calculated by PIMCO at the end of
each calendar month and will be paid to the Company within 30 days
thereafter. Payment will be accompanied by a statement showing the
calculation of the monthly amounts payable by PIMCO and such other
supporting data as may be reasonably requested by the Company.
All other terms of the Agreement shall remain in full force and effect.
1
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
the Agreement to be executed in its name and on its behalf by its duly
authorized representative as of the date above.
Pacific Investment Management Company LLC
By:
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Name:
Title:
American General Life Insurance Company
By:
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Name:
Title:
2
