Exhibit (h)(18)(b)
ACCOUNT SERVICES AGREEMENT
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
This Account Services Agreement ("Agreement") is made as of July 1, 2013
by and among American General Life Insurance Company, merged with and successor
to SunAmerica Annuity and Life Assurance Company, a Texas life insurance
company (the "Life Company") and Invesco Distributors, Inc., a Delaware
corporation (the "Distributor"). The Life Company and the Distributor are each
referred to herein as a "Party" and collectively as the "Parties."
WITNESSETH:
WHEREAS, the Distributor serves as the principal underwriter of the AIM
Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware
statutory trust (the "Fund"), which consists of separate series portfolios
(each, a "Portfolio");
WHEREAS, the Life Company has entered into an agreement with the Fund
and the Distributor dated May 28, 2010 and amended on April 1, 2011 (as
amended, the "Participation Agreement");
WHEREAS, under the terms of the Participation Agreement the Life Company
provides certain account services to owners and policy holders of certain
variable annuity and variable life contracts ("Contracts"), as such obligations
are set forth in the Participation Agreement, whose accounts or sub-accounts
invest in shares of beneficial interest of the Portfolios;
WHEREAS, in consideration for the account services provided by the Life
Company under the terms of the Participation Agreement, the Distributor shall
pay an on-going account servicing fee.
NOW THEREFORE, in consideration of the mutual benefits and promises
contained herein, the Parties hereto agree as follows:
1. Account Services Fee.
a) In consideration for certain account services provided by the
Life Company under the terms of the Participation Agreement, the
Distributor shall pay a fee to the Life Company in the amount
described in Schedule A hereto (the "Fee"). The Fee shall be paid
from the Distributor's (or its affiliate's) revenues, profits or
retained earnings and shall be payable to Life Company in cash
within 60 days following calendar quarter end or as otherwise
provided in Schedule A. Payment amounts less than $______ are
considered nominal, and Distributor is not obligated to make an
individual payment for any amount thereunder.
b) Life Company agrees that it shall appropriately disclose to
existing or prospective Contract owners who may invest in shares
of beneficial interest of a Portfolio, the foregoing financial
arrangement to the extent applicable laws require such disclosure
by the Life Company or any person that offers or sells Contracts,
as such term is defined in the Participation Agreement.
2. Representations. Warranties and Covenants.
The Distributor hereby represents warrants and agrees to the
following:
a) The Distributor shall comply with all applicable laws, rules
and regulations (as may be amended from time to time) of any
governmental or regulatory body as well as the terms of the
applicable Fund prospectus and statement of additional
information (together, the "Prospectus").
The Life Company hereby represents warrants and agrees to the
following:
a) Life Company shall comply with all applicable laws, rules and
regulations (as may be amended from time to time) of any
governmental or regulatory body as well as the terms of the
applicable Fund prospectus and statement of additional
information (together, the "Prospectus").
b) In the event Life Company delegates its obligation to provide
any services hereunder, it shall ensure that such designee is
aware of and complies with all representations, warranties and
covenants hereunder.
c) Life Company shall provide point of sale disclosure regarding
all appropriate facts relating to the Agreement to all
Contract owners in compliance with all applicable laws, rules
and regulations.
d) Life Company is not, and is not required to be, a member in
good standing of the Financial Industry Regulatory Authority,
Inc. ("FINRA") to accept the Fee.
3. Term of Agreement.
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 any
Contract value or any monies attributable to Life Company is
allocated to a Portfolio.
4. Termination.
This Agreement may be terminated upon sixty (60) days' prior written
notice, without cause, by any of the Parties hereto in writing.
5. Amendment.
This Agreement may be amended only upon mutual agreement of the
Parties hereto in writing.
6. Notices.
Notices and communications required or permitted hereby shall be
given to the following persons at the following address and
facsimile numbers, or such other persons, addresses or facsimile
numbers as the Party receiving such notices or communications may
subsequently direct in writing:
Life Company:
American General Life Insurance Company
00000 Xxxxxx Xxxxxx
Xxxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: President
with a copy to:
American General Life Insurance Company
0 XxxXxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: General Counsel
Distributor:
lnvesco Distributors, Inc.
00 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile: 000-000-0000
Attention: President
cc: General Counsel
7. Applicable Law.
This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Delaware applicable to
agreements fully executed and to be performed therein.
8. Execution in Counterparts.
This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and
the same instrument.
9. Severability.
If any provision of this Agreement is held or made invalid by a
court decisions, statute, rule or otherwise, the remainder of the
Agreement shall not be affected thereby.
10. Rights Cumulative.
The rights, remedies and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies
and obligations, at law or in equity, that the Parties are entitled
to under federal and state laws.
11. Headings.
The headings used in the Agreement are for reference only and shall
not limit or define the meanings of the provisions of this
Agreement.
12. Directed Brokerage.
The Parties agree that neither Distributor nor its affiliates shall
provide to the Life Company any brokerage commissions ("Directed
Brokerage") for transactions in Portfolio securities of the Fund or
affiliates of the Fund that would mitigate or offset any financial
obligation that the Distributor has under this Agreement. Directed
Brokerage includes any written or oral explicit agreement or
implicit arrangement pursuant to which the Life Company receives in
consideration of, or recognition for, the sale of Fund shares,
support payments in the form of brokerage commissions, brokerage
transactions (orders for the purchase or sale of Fund portfolio
securities), xxxx-ups, xxxx-xxxxx, other fees (or any portion
thereof) payable or to be payable from portfolio transactions for
the account of a Fund (whether executed by Life Company or any
other broker or dealer) or other quid pro quo-type arrangement,
such as the purchase or sale of a security issued by Life Company
or its affiliates in recognition of Life Company's sale or
promotion of Fund shares or client referrals.
13. Confidentiality.
Except in accordance with applicable laws, rules and regulations,
the terms of this Agreement, including specifically the fee
arrangements, shall remain confidential as between the Parties and
their affiliates.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in
their names and on their behalf by and through their duly authorized officers
signing below.
LIFE COMPANY: DISTRIBUTOR:
AMERICAN GENERAL LIFE INVESCO DISTRIBUTORS, INC.
INSURANCE COMPANY
By:___________________________________ By:___________________________________
Print Name: Print Name:___________________________
Title: Title:________________________________
Address:______________________________ Address:______________________________
______________________________________ ______________________________________
______________________________________ ______________________________________
SCHEDULE A
ACCOUNT SERVICES FEE
BASIS POINTS ON ASSETS
Distributor shall pay Life Company a quarterly fee at the annual rate of
______% (__ basis points) of the average daily net asset value of assets
invested by the separate accounts of Life Company in the following Portfolios
of the Fund, as stated on the books of the Distributor or its affiliate as of
the end of such quarter:
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
