EXHIBIT (h)(11)(b)
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT is executed as of ________, 2011, and effective as of
________, 2011, between BLACKROCK ADVISORS, LLC ("BAL") and the following life
insurance companies organized under the laws of the states or jurisdictions as
indicated below:
AMERICAN GENERAL LIFE INSURANCE COMPANY (AGL) (Texas)
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE (AGLD) (Delaware)
(formerly known as AIG Life Insurance Company)
THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK (USL)
(New York)
(on behalf of itself and as the successor to American International Life
Assurance Company of New York
(AIL) pursuant to its merger with and into USL effective December 31, 2010)
(AGL, AGLD and USL collectively referred to hereinafter as the "Company")
WHEREAS, BAL is the investment advisor to the BlackRock Variable Series
Funds, Inc. ("the Fund"); and
WHEREAS, the Company issues variable annuity contracts and/or variable life
insurance policies (the "Contracts"); and
WHEREAS, the Company, the Fund and BlackRock Investments, LLC have entered
into a Fund Participation Agreement ("Participation Agreement") dated ________,
2011, providing for the sale of shares of the Fund to certain separate accounts
of the Company ("Separate Accounts"); and
WHEREAS, amounts invested in the Contracts by contract owners are deposited
in the Separate Accounts of the Company 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 Company as shareholders of record of Fund
shares and having the Company perform certain administrative services for the
Fund (which services are identified on Schedule A hereto); and
WHEREAS, neither BAL nor the Company has any contractual or other legal
obligation to perform such administrative services for the Fund; and
WHEREAS, the Company 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
Company holding omnibus accounts with the Fund's transfer agent on behalf of
contract owners.
NOW, THEREFORE, the parties hereto agree as follows:
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1. ADMINISTRATION EXPENSE PAYMENTS.
(a)BAL or its affiliates or, if approved by the Fund Board, the Funds
shall pay the Company an annual fee which shall equal the percentage
value, as set forth in Schedule B, of each Fund's average daily net
assets, excluding Index Portfolios, that are held in certain Separate
Accounts of the Company listed in Schedule A of the Fund
Participation Agreement(s).
(b)The Company shall calculate the payment contemplated by this
Section 1 at the end of each fiscal quarter ("Quarterly Payment").
BAL will submit such payment to the Company, after the receipt of an
invoice by the Company. Please submit invoices to BAL at:
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇.
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 for each Fund and share class (ticker/CUSIP).
2. The basis point rate that applies to each account.
3. The subtotal amount due for each fund and share class
(ticker/CUSIP).
4. The total amount due.
5. Invoice submitted on Company letterhead.
6. Each invoice to include an invoice number.
5. Payment instructions (Wire/Check/ACH).
6. Contact information for the Company.
Invoices must be received in a timely manner. Any invoice which is
received subsequent to six (6) 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
six (6) 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)The Company 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. 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 Company. The parties agree to negotiate in good
faith a reduction to the Quarterly Payment as necessary to eliminate
any such excess.
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2. NATURE OF PAYMENTS.
The parties to this Agreement recognize and agree that the payments to
the Company 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 Company pursuant to Section 1(a)
of this Agreement are intended to reimburse or compensate the Company 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 the Company 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 Company 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.
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: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ General Counsel
▇▇ ▇▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
To the Company:
American General Life Insurance Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: General Counsel
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American General Life Insurance Company of Delaware
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: General Counsel
The United States Life Insurance Company in the City of New York
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: General Counsel
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 States of Texas for AGL,
Delaware for AGLD and New York for USL, 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
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BLACKROCK ADVISORS, LLC
By:
--------------------------
Name:
--------------------------
Title:
--------------------------
Date:
--------------------------
AMERICAN GENERAL LIFE INSURANCE COMPANY
ATTEST:
By: By:
------------------------------- ------------------------------
Name: Name:
------------------------------- ------------------------------
Title: Title:
------------------------------- ------------------------------
AMERICAN GENERAL LIFE INSURANCE COMPANY
OF DELAWARE
ATTEST:
By: By:
------------------------------- ------------------------------
Name: Name:
------------------------------- ------------------------------
Title: Title:
------------------------------- ------------------------------
THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK
ATTEST:
By: By:
------------------------------- ------------------------------
Name: Name:
------------------------------- ------------------------------
Title: Title:
------------------------------- ------------------------------
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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.
REPORTS
. Periodic information reporting to the Fund.
FUND-RELATED CONTRACT OWNER SERVICES
. Telephonic support for contract owners with respect to inquiries about
the Fund (not including information about performance or related to
sales.)
OTHER ADMINISTRATIVE SUPPORT
. Operational and recordkeeping services.
. Providing other administrative support to the Fund as mutually agreed
between the Company 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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SCHEDULE B
The parties hereby agree to amend this Exhibit B as needed from time to time by
mutual consent.
SEPARATE
ACCOUNT PRODUCT ACCOUNT FUNDS CLASS CUSIP RATE
------- --------------- -------- ----------------------------------------- ----- --------- ----
USL Trilogy VA A BlackRock Basic Value V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Equity Dividend V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Global Allocation V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Global Opportunities V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock High Income V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock International Value V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Large Cap Core V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Large Cap Growth V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Money Market V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Total Return ▇.▇. ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇
PPVUL 9 BlackRock Basic Value V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Capital Appreciation V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Global Allocation V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Government Income V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Money Market V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Value Opportunities ▇.▇. ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇
PPVUL 9 BlackRock Basic Value V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Capital Appreciation V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Government Income V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Money Market V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Value Opportunities V.I. Fund I ▇▇▇▇▇▇▇▇▇
AGLD Executive
Advantage VUL II BlackRock Basic Value V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Capital Appreciation V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Government Income V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Value Opportunities V.I. Fund I ▇▇▇▇▇▇▇▇▇
AGLD Trilogy VA I BlackRock Basic Value V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Equity Dividend V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Global Allocation V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Global Opportunities V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock High Income V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock International Value V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Large Cap Core V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Large Cap Growth V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Money Market V.I. Fund I ▇▇▇▇▇▇▇▇▇
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SEPARATE
ACCOUNT PRODUCT ACCOUNT FUNDS CLASS CUSIP RATE
------- --------------- -------- ----------------------------------------- ----- --------- ----
BlackRock Total Return V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Value Opportunities V.I. Fund I ▇▇▇▇▇▇▇▇▇
AGLD Trilogy VA I BlackRock Basic Value V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Equity Dividend V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Global Allocation V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Global Opportunities V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock High Income V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock International Value V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Large Cap Core V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Large Cap Growth V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Money Market V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Total Return V.I. Fund I ▇▇▇▇▇▇▇▇▇
BlackRock Value Opportunities V.I. Fund I ▇▇▇▇▇▇▇▇▇
--------
* No fees shall be paid for the BlackRock Money Market V.I. Fund
** ______
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