EXHIBIT (h)(36)(b)
XXXXXXXXX XXXXXX MANAGEMENT LLC (XXXXXXXXX XXXXXX LOGO)
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Tel. 000.000.0000
July , 2014
American General Life Insurance Company
0000-X Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Attn: General Counsel
RE: AMENDED AND RESTATED SERVICES AGREEMENT
This is a Services Agreement ("Agreement") by and among XXXXXXXXX XXXXXX
MANAGEMENT LLC (formerly, Xxxxxxxxx Xxxxxx Management Inc.) ("NBM") and
AMERICAN GENERAL LIFE INSURANCE COMPANY (the "Company""), effective as of
June 24, 2014. This Agreement supercedes and replaces the certain services
agreements, dated as of October 2, 2000 and January 18, 2000, between NBM (or
its predecessors) and the Company.
The Company, NBM, and Xxxxxxxxx Xxxxxx Advisers Management Trust (the "Trust")
have entered into Fund Participation Agreements, dated the 2nd day of October,
2000 (which agreement applies to Separate Accounts and Variable Contracts
exempt from registration) and the 7/th/ day of July, 1994 (which agreement
applies to Separate Accounts and Variable Contracts registered with the SEC),
as may be amended from time to time (collectively referred to as the
"Participation Agreements"), pursuant to which the Company, on behalf of
certain of its separate accounts (the "Separate Accounts"), purchases shares,
including Class I and Class S shares (collectively, "Shares") of certain
Portfolios of the Trust ("Portfolios") to serve as an investment vehicle under
certain variable annuity and/or variable life insurance contracts ("Variable
Contracts") offered by the Company, which Portfolios may be one of several
investment options available under the Variable Contracts. NBM recognizes that
in the course of soliciting applications for its Variable Contracts and in
servicing owners of the Variable Contracts, the Company and its agents that are
registered representatives of broker-dealers provide information about the
Trust and its Portfolios from time to time, answer questions concerning the
Trust and its Portfolios, including questions respecting Variable Contract
owners' interests in one or more Portfolios, and provide services respecting
investments in the Portfolios.
NBM desires that the efforts of the Company and its agents in providing written
and oral information and services regarding the Trust to current and
prospective Variable Contract owners shall continue.
Accordingly, the following represents the collective intention and
understanding of the services agreement between NBM and the Company.
1
American General Life Insurance Company
July , 2014
The Company agrees that it shall provide distribution services ("Distribution
Services") that may result in the sale of Shares. Such Distribution Services
may include, but are not limited to, solicitation activities; telephone and
other communication; the printing of Portfolio Prospectuses, Statements of
Additional Information, and reports for other than existing shareholders; and
the preparation, printing, and distribution of sales literature and advertising
materials that mention the Portfolios.
The Company and/or its affiliates agree to provide administrative services
("Administrative Services") to current and prospective owners of Variable
Contracts including, but not limited to: teleservicing support in connection
with the Portfolios; delivery and responding to inquiries respecting Trust
prospectuses, reports, notices, proxies and proxy statements and other
information respecting the Portfolios (but not including services paid for by
the Trust such as printing and mailing); facilitation of the tabulation of
Variable Contract owners' votes in the event of a meeting of Trust
shareholders; maintenance of Variable Contract records reflecting Shares
purchased and redeemed and Share balances, and the conveyance of that
information to the Trust, its transfer agent, or NBM as may be reasonably
requested; provision of support services including providing information about
the Trust and its Portfolios and answering questions concerning the Trust and
its Portfolios, including questions respecting Variable Contract owners'
interests in one or more Portfolios; provision and administration of Variable
Contract features for the benefit of Variable Contract owners participating in
the Trust including fund transfers, dollar cost averaging, asset allocation,
portfolio rebalancing, earnings sweep, and pre-authorized deposits and
withdrawals; and provision of other services as may be agreed upon from time to
time.
In consideration of the Administrative Services, NBM agrees to pay to the
Company or a person designated in writing by the Company a service fee at an
annual rate equal to (i) basis points ( %) of the average daily value of
the shares of the Portfolios held in the Separate Accounts; and (ii) in
consideration of the Distribution Services, NBM agrees to pay to the Company or
a person designated by the Company, pursuant to a plan adopted in accordance
with Rule 12b-1 under the Investment Company Act of 1940, as amended, a 12b-1
fee at the rate reflected in each Portfolio's then current prospectus, of the
average daily value of Class S Shares of the Portfolios held in the Separate
Accounts. NBM shall provide prior written notice of any modification or
termination of such payments under the plan. If a change in the law or the
Independent Trustees of the Trust require a reduction in the fees or
elimination of the fees paid pursuant to the plan, NBM agrees to pay the amount
of the reduction to compensate for the reduced (or eliminated) 12b-1 fees out
of NBM's own assets or the assets of its affiliates, and not out of Fund assets.
For purposes of computing the payment to the Company under this paragraph, the
average daily value of Shares held in 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 days during such month. The payments under this
paragraph shall be calculated by NBM at the end of each calendar month and will
be paid within thirty (30) days thereafter. NBM shall send all payments and
statements for the Company to the attention of: Xxxxx Xxxxxx, Vice President,
AIG Life and Retirement,
2
American General Life Insurance Company
July , 2014
2727-A Xxxxx Parkway, 4-D1, Xxxxxxx, Xxxxx 00000, email: xxxxx.xxxxxx@xxxxx.xxx.
In lieu of requesting that the Company indicate its Tax Identification Number
("TIN") on Form X-0, XXX hereby requests that the Company furnish NBM its TIN
and acknowledge that the number shown below is its correct TIN.
The Company acknowledges that the following number is its correct TIN:
00-0000000.
This Agreement shall remain in full force and effect for an initial term of one
year, and shall automatically renew for successive one year periods. This
Agreement may be terminated by either the Company or NBM upon 60 days' written
notice to the other, and shall terminate automatically upon redemption of all
Shares held in Separate Accounts, upon termination of the Participation
Agreements, or upon assignment of the Participation Agreements by either the
Company or NBM, or if required by law.
Nothing in the Agreement shall amend, modify or supersede any contractual
terms, obligations or covenants among or between any of the Company, NBM or the
Trust previously or currently in effect, including those contractual terms,
obligations or covenants contained in the Participation Agreements.
If this Agreement is consistent with your understanding of the Company's
provision of the Services, please sign below, whereupon this letter shall
constitute a binding agreement between us.
Very truly yours,
XXXXXXXXX XXXXXX
MANAGEMENT LLC
By: __________________________
Name:
Title:
ACKNOWLEDGED AND AGREED TO:
AMERICAN GENERAL LIFE
INSURANCE COMPANY
By: __________________________
Name:
Title:
3
