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EXHIBIT(8)(hh)
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____________, 2000
Ladies and Gentlemen:
This letter sets forth the agreement between Credit Suisse Asset Management, LLC
("CSAM") and American General Life Insurance Company (the "Company") concerning
certain administrative services to be provided by you on a sub-administration
basis, with respect to Designated Portfolios (as defined below) of Warburg,
Pincus Trust (the "Fund").
1. Administrative Services and Expenses. Administrative services for the
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Account (as defined below) which invests in Designated Portfolios (as
defined below) of the Fund pursuant to the Participation Agreement between
the Company, the Fund, Credit Suisse Asset Management Securities, Inc.
("CSAMSI") and CSAM (the "Participation Agreement") and for purchasers of
Contracts (as defined below) are the responsibility of the Company.
Administrative services for the Designated Portfolios, in which the Account
invests, and for purchasers of shares of the Designated Portfolios, are the
responsibility of the Fund, CSAMSI or CSAM. Capitalized terms not defined
herein shall have the meanings ascribed to them in the Participation
Agreement.
You have agreed to assist us, as we may request from time to time, with the
provision of administrative services ("Administrative Services") to the
Designated Portfolios, on a sub-administration basis, as they may relate to
the investment in the Designated Portfolios by the Account. It is
anticipated that Administrative Services may include (but shall not be
limited to) the mailing of Fund reports, notices, proxies and proxy
statements and other informational materials to holders of the Contracts
supported by the Account with allocations to the Designated Portfolios; the
provision of various reports for the Fund and for submission to the Fund's
Board of Trustees; the provision of shareholder support services with
respect to the Designated Portfolios; such services listed on Schedule A
attached hereto and made a part hereof.
2. Administrative Expense Payments. In consideration of the anticipated
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administrative expense savings resulting from the arrangements set forth in
this Agreement, CSAM agrees to pay the Company on a quarterly basis an
amount set forth in Schedule B attached hereto and made a part hereof.
For purposes of computing the payment to the Company contemplated under
this Paragraph 2 for each quarterly period, the average daily net assets
invested by the Account shall be multiplied by the rate shown in Schedule B
multiplied by the actual number of days in the period divided by 365.
The expense payment contemplated by this Paragraph 2 shall be calculated by
CSAM at the end of each quarter and will be paid to the Company within 30
days thereafter. Payment will be accompanied by a statement showing the
calculation of the quarterly amount payable by CSAM and such other
supporting data as may be reasonably requested by the Company.
3. Nature of Payments. The parties to this letter agreement recognize and
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agree that CSAM's payments to the Company relate to Administrative Services
only. The amount
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of administrative expense payments made by CSAM to the Company pursuant to
Paragraph 2 of this letter agreement shall not be deemed to be conclusive
with respect to actual administrative expenses or savings of CSAM.
4. Term. This letter agreement shall remain in full force and effect for so
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long as the assets of the Designated Portfolios are attributable to amounts
invested by the Account under the Participation Agreement, unless
terminated in accordance with Paragraph 5 of this letter agreement.
5. Termination. This letter agreement will be terminated by either party upon
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90 days advance written notice or immediately upon termination of the
Participation Agreement or upon the mutual agreement of the parties hereto
in writing.
6. Representation. The Company represents and agrees that it will maintain
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and preserve all records as required by law to be maintained and preserved
in connection with providing the Administrative Services, and will
otherwise comply with all laws, rules and regulations applicable to the
Administrative Services. The Company further represents and warrants that
the receipt of fees hereunder will not constitute a "prohibited
transaction" as such term is defined in section 406 of the Employee
Retirement Income Security Act, as amended, and section 4975 of the
Internal Revenue Code of 1986, as amended.
7. Subcontractors. The Company may, with the consent of CSAM, contract with
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or establish relationships with other parties for the provision of the
Administrative Services or other activities of the Company required by this
letter agreement, provided that the Company shall be fully responsible for
the acts and omissions of such other parties.
8. Authority. This letter agreement shall in no way limit the authority of
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the Fund, CSAMSI or CSAM to take such action as any of such parties may
deem appropriate or advisable in connection with all matters relating to
the operations of the Fund and/or sale of its shares. The Company
understands and agrees that the obligations of CSAM under this letter
agreement are not binding upon the Fund.
9. Indemnification. This letter agreement will be subject to the
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indemnification provisions in Article VIII of the Participation Agreement.
10. Miscellaneous. This letter agreement may be amended only upon mutual
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agreement of the parties hereto in writing. This letter agreement may not
be assigned by a party hereto, by operation of law or otherwise, without
the prior written consent of the other party; provided, however, that this
agreement may be assigned, in whole or in part, to the Fund's distributor
or to an affiliate of CSAM. This letter agreement, including Schedule A and
Schedule B, constitutes the entire agreement between the parties with
respect to the matters dealt with herein, and supersedes any previous
agreements and documents with respect to such matters. This letter
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. The Company agrees to notify CSAM promptly it for any reason it
is unable to perform fully and promptly any of its obligations under this
letter agreement.
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The parties to this letter agreement acknowledge and agree that all
liabilities of the Fund arising, directly or indirectly, under this
agreement will be satisfied solely out of the assets of the Fund and that
no trustee, officer, agent or holder of shares of beneficial interest of
the Fund will be personally liable for any such liabilities. No Portfolio
of the Fund will be liable for the obligations or liabilities of any other
Portfolio.
11. Notice. Any notices required to be sent hereunder shall be sent in
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accordance with the Participation Agreement.
If this letter agreement is consistent with your understanding of the matters we
discussed concerning administrative expense payments, kindly sign below and
return a signed copy to us.
Very truly yours,
Credit Suisse Asset Management, LLC
By: ____________________________
Name:
Title:
Acknowledged and Agreed:
_______________________________
By: ___________________________
Name: _________________________
Title: ________________________
Attachment: Schedule A
Schedule B
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SCHEDULE A
I. Fund-related contractowner services
. Printing and mailing costs associated with dissemination of Fund prospectus
to existing contractowners.
. Fund proxies (including facilitating distribution of proxy material to
contractowners, tabulation and reporting).
. Telephonic support for contractowners with respect to inquiries about the
Fund (not including information related to sales).
. Communications to contractowners regarding performance of the Account and
the Designated Portfolios.
II. Sub-accounting services
. Aggregating purchase and redemption orders of the Account for sales of the
Designated Portfolios.
. Recording issuance and transfers of shares of the Designated Portfolios held
by the Account.
. Processing and reinvesting dividends and distributions of the Designated
Portfolios held by the Account.
III.Other administrative support
. Relieving the Fund of other usual or incidental administrative services
provided to individual contractowners.
. Providing other administrative support to the Fund as mutually agreed
between the Company and the Fund, CSAMSI or CSAM.
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SCHEDULE B
CSAM agrees to pay the Company a quarterly amount that is equal on an annual
basis to _________% of the average combined daily net assets of all of the
Designated Portfolios of the Fund invested by the Company pursuant to the
Participation Agreement.
