Exhibit (h)(9)(c)
XXXXXX XXXXXXX XXXX XXXXXX
XXXXXX XXXXXXX XXXX WIITER
INVESTMENT MANAGEMENT
0000 XXXXXX XX XXX XXXXXXXX
XXX XXXX, XXX XXXX 00000
(212) 762-4000
May 1, 2000
Xx. Xxxx Xxxxxxxx
AIG Life Insurance Company
Xxx Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Dear Xx. Xxxxxxxx:
We are pleased to have entered into agreements with AIG Life Insurance Company
(the "Company") dated May 15, 1998 and December 31, 1998, providing for the
purchase by the Company of shares of The Universal Institutional Funds, Inc.
(the "Fund," formerly Xxxxxx Xxxxxxx Xxxx Xxxxxx Universal Funds, Inc.) for its
separate accounts to fund variable annuity contract and variable life policy
benefits (each a "Participation Agreement").
This letter agreement shall supercede and replace the letter agreement dated
December 31, 1998 among the parties hereto.
In recognition of the fact that the Company will provide various administrative
services in connection with the issuance of variable annuity contracts and
variable life insurance policies and the fact that we (or our affiliates), as
investment advisers and administrators to the Fund will not incur
administrative expenses that we would otherwise incur in servicing large
numbers of investors in the Fund (such as shareholder communication, record
keeping and postage expenses), we will pay to the Company, during the term of
each Participation Agreement, a quarterly fee at the annual rate of . % of the
assets invested in the then offered portfolios of the Fund (other than the
Money Market Portfolio) under the variable life and variable annuity contracts
sold by the Company. In addition, we will pay the Company during the term of
each Participation Agreement a quarterly fee at the annual rate of . % of the
assets invested in the Money Market Portfolio of the Fund under the variable
life and variable annuity contracts sold by the Company.
The determination of applicable assets shall be made by averaging the daily net
assets attributable to the Company's variable annuity contracts and/or variable
life insurance policies of each applicable portfolio for the quarter then
ended. Payment will be made on a quarterly basis during the month following the
end of each quarter.
XXXXXX XXXXXXX XXXX XXXXXX
INVESTMENT MANAGEMENT
If you agree to the foregoing, please have the enclosed copy of this letter
executed on behalf of the Company and return it to Xxxxxxxx Xxxxx-Xx at Xxxxxx
Xxxxxxx Xxxx Xxxxxx Investment Management Inc., 0000 Xxxxxx xx xxx Xxxxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
Sincerely,
XXXXXX XXXXXXX XXXX XXXXXX
INVESTMENT MANAGEMENT INC.
By: /s/ Xxxxx X. Xxxxxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Managing Director
XXXXXX XXXXXXXX & XXXXXXXX, LLP
By: /s/ Xxxxx X. Xxxxxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Managing Director
AGREED
AIG LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Executive Vice President
