CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. ADMINISTRATIVE SERVICES AGREEMENT
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT is executed as of November 2, 2011, and effective as of November 1, 2011, between BLACKROCK ADVISORS, LLC (“BAL”) and JEFFERSON NATIONAL LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Texas (the “Insurer”).
WHEREAS, BAL is the investment advisor to the BlackRock Variable Series Funds, 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 Investments, LLC have entered into a Fund Participation Agreement (“Participation Agreement”) dated November 2, 2011 providing for the sate 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 may derive 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.
NOW, THEREFORE, the parties hereto agree as follows:
1. | Administration Expense Payments. |
(a) | BAL or its affiliates or, if approved by the Fund Board, the Funds shall pay the Insurer an annual fee equal to [**] basis points ([**]%) of the average daily net assets of the Equity Portfolios, excluding Index Portfolios, that are held in Separate Accounts of Insurer listed in Schedule A of the Fund Participation Agreement(s). |
(b) | BAL or its affiliates or, if approved by the Fund Board, the Funds shall pay the Insurer an annual fee equal to [**] basis points ([**]%) of the average daily net assets of the Fixed Income Portfolios that are held in Separate Accounts of Insurer listed in Schedule B of the Fund Participation Agreement(s). |
(c) | Insurer shall calculate the payment contemplated by this Section 1 at the end of each calendar quarter (“Quarterly Payment”) and submit invoices to BAL or its designee at XxxXxxxxxxx.Xxxxxxxx@xxxxxxxxx.xxx. The invoice will be submitted on a quarterly basis in a Microsoft Excel format and include the following information: |
1. | The total average daily net assets during the period covered by the invoice by cusip and account. |
2. | The basis point rate that applies to each cusip and account. |
3. | The subtotal amount due by cusip. |
4. | The total amount due. |
5. | Payment instructions (Wire/ACH). |
6. | Client contact information |
Invoices must be received in a timely manner. Any invoice which is received subsequent to three (3) months after the time period covered by the invoice may be subject to non-payment. Additions or adjustments to previously received invoices submitted subsequent to three (3) months after the time period covered by the invoice may also be subject to non-payment.
The parties acknowledge and agree that the assets and/or accounts covered under the terms of this Agreement will not be subject to fees or any additional payment arrangements with BAL or its affiliates for Services, sub-transfer agency, sub-accounting, networking services or for any similar services, other than as described herein. Company represents and warrants that they are not invoicing BAL or its affiliates for duplicative fees as described in the preceding sentence.
Any invoices shall only cover time periods for which this Agreement is in effect.
(e) | Insurer hereby represents that the fees paid to it pursuant to this Agreement are reasonable in relation to the services it provides and reasonably similar to fees it receives for equivalent services provided to other parties. |
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) and 1(b) of this Agreement are intended to reimburse or compensate the Insurer for providing administrative services with respect to the Contracts or any Separate Accounts.
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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. |
(c) | Notwithstanding anything contained herein to the contrary, Insurer shall be entitled to the expense payments pursuant to Section 1(a) and 1(b) of this Agreement for so long as Insurer or its successor(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. |
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 BAL: | With a copy to: | |||
BlackRock Advisors, LLC | BlackRock, Inc. | |||
Attn: Xxxx Xxxx 00 Xxxx 00xx Xxxxxx |
Attn: Xxxxxx Xxxxxxxx General Counsel 00 Xxxx 00xx Xxxxxx | |||
Xxx Xxxx, XX 00000 | Xxx Xxxx, XX 00000 |
To the Insurer:
JEFFERSON NATIONAL LIFE INSURANCE
COMPANY 0000 Xxxxxxxxx Xxxxxx Xxxxx,
Xxxxx 0000 Xxxxxxxxxx, XX 00000 Attn:
General Counsel
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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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Schedule A
ADMINISTRATIVE SERVICES FOR THE FUND
Maintenance of books and records
• | Maintaining an inventory of share purchases to assist transfer agent in recording issuance of shares. |
• | Performing miscellaneous accounting services to assist transfer agent in recording transfers of shares (via net purchase orders). |
• | 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
• | Determination of net amount of cash flow into Fund. |
• | Reconciliation and deposit of receipts at Fund and confirmation thereof. |
Redemption Orders
• | Determination of net amount required for redemptions by Fund. |
• | Notification to Fund of cash required to meet payments. |
• | Cost of share redemptions. |
Other Administrative Support
• | Telephonic support for contract owners with respect to inquiries about the Fund (not including information about performance or related to sates.) |
• | Providing other administrative support to the Fund as mutually agreed between the Insurer and the Fund. |
• | Relieving the Fund of other usual or incidental administrative services provided to individual contract owners. |
• | Preparation of reports to certain third-party reporting services. |
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
BLACKROCK ADVISORS, LLC | JEFFERSON NATIONAL LIFE INSURANCE COMPANY | |||||||
By: | /s/ Xxxx Xxxx | By: | /s/ Xxxxx Xxxxxx | |||||
Name: | Xxxx Xxxx | Name: | Xxxxx Xxxxxx | |||||
Title: | Director | Title: | General Counsel |
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
First Amendment to Administrative Services Agreement
This First Amendment (the “Amendment”), executed as of March 20, 2015 and effective as of May 1, 2015 (the “Effective Date”) to the Administrative Services Agreement, executed as of November 2, 2011 and effective as of November 1, 2011 (the “Agreement”), is entered into by and between BlackRock Advisors, LLC (“BAL”) and Jefferson National Life Insurance Company (the “Insurer”) (collectively, the “Parties”).
WHEREAS, the Parties wish to amend the Agreement in order to clarify the administration expense payments;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the Parties agree as follows:
1. | Section 1(c) of the Agreement is hereby renumbered Section 1(d) of the Agreement, and Sections 1 (a) (b) and (c) of the Agreement are hereby deleted in entirety and replaced as follows: |
(a) | BAL, its affiliates and/or, if approved by the Fund Board, the Portfolios shall pay the Insurer an annual fee equal to [**] basis points ([**]%) of the average daily net assets of the Equity Portfolios, excluding Index Portfolios, as listed in Schedule B of the Fund Participation Agreement, that are held in Separate Accounts of Insurer listed in Schedule A of the Fund Participation Agreement. |
(b) | BAL, its affiliates or, if approved by the Fund Board, the Portfolios shall pay the Insurer an annual fee equal to [**] basis points ([**]%) of the average daily net assets of the Fixed Income Portfolios, excluding Index Portfolios, as listed in Schedule B of the Fund Participation Agreement, that are held in Separate Accounts of Insurer listed in Schedule A of the Fund Participation Agreement. |
(c) | BAL, its affiliates or, if approved by the Fund Board, the Portfolios shall pay the Insurer an annual fee equal to [**] basis points ([**]%) of the average daily net assets of the Index Portfolios, as listed in Schedule B of the Fund Participation Agreement, that are held in Separate Accounts of Insurer listed in Schedule A of the Fund Participation Agreement. |
2. | Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms. |
3. | This Amendment may be executed in counterparts, each of which shall be deemed an original, but of all of which shall constitute one and the same instrument. |
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IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment as of the Effective Date.
Firm Name: Jefferson National Life Insurance Company
Signature: /s/ Xxxxx Xxxxxx
Title: Xxxxx Xxxxxx, General Counsel & Secretary
Dated:
Firm Name: BlackRock Advisors, LLC
Signature: /s/ illegible
Title: Director
Dated: August 5, 2015
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