Exhibit (i)(1)(h)
ADDENDUM NO. 45
To
SERVICE AND EXPENSE AGREEMENT
This Addendum No. 45 to the Service and Expense Agreement originally
incepted February 1, 1974 by and among American International Group, Inc.
(hereinafter called "AIG") and each other entity signatory hereto or which
becomes a party to this Agreement pursuant to Section 14 below (each, a
"Company", and collectively, the "Companies") (the "Agreement") is effective as
of October 1, 2017.
WHEREAS, AIG and certain of its subsidiaries share among themselves certain
expenses, equipment, office space, services and personnel; and
WHEREAS, effective February 1, 1974, AIG and certain of its subsidiaries
entered into this Agreement whereby AIG provides, or causes to be provided by
one of its subsidiaries, such equipment, office space, services and personnel
to the Companies; and
WHEREAS, effective September 1, 1985, AIG and certain of its other
subsidiaries, including AIG Assurance Company, Granite State Insurance Company,
Illinois National Insurance Co. and New Hampshire Insurance Company, entered
into an agreement (the "1985 Agreement") substantially similar to the
Agreement; and
WHEREAS, AIG management has determined to add AIG Assurance Company, Granite
State Insurance Company, Illinois National Insurance Co. and New Hampshire
Insurance Company as parties to the Agreement and to terminate the 1985
Agreement; and
WHEREAS, effective October 1, ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇.▇; Holdings,
Inc. and its subsidiaries; and
WHEREAS, AIG management has determined to add as parties to the Agreement
▇▇▇▇▇▇▇▇ U.S. Holdings, Inc. and its subsidiaries: ▇▇▇▇▇▇▇▇ Insurance Company,
▇▇▇▇▇▇▇▇
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Specialty Insurance Company, ▇▇▇▇▇▇▇▇ Customer Care Insurance Services, LLC and
▇▇▇▇▇▇▇▇ Services, LLC; and
WHEREAS, AIG management has determined to add the following additional
entities as parties to the Agreement: AIG Technologies, Inc., AIG Markets,
Inc., AIG Asset Management (US), LLC and AIG Employee Services, Inc. and
WHEREAS, the Agreement is being amended (i) to add certain provisions that
are now required under Delaware, Pennsylvania, Texas, and Missouri insurance
laws and have been requested generally by the Life Bureau of the New York
Department of Financial Services and (ii) to allow for new parties to be added
to the Agreement without first obtaining prior written approval from each other
party so long as the new party executes a New Party Addendum, as set forth
below;
WHEREAS, the Addendum will remove parties that no longer exist or are party
to the Agreement as well as update the names of the parties.
NOW, THEREFORE, the parties hereto hereby amend the Agreement in the
following respects:
1. The title of the Agreement is hereby amended to read in its entirety as
follows:
"SERVICE AND EXPENSE AGREEMENT"
2. The following is added to the end of Paragraph 5:
"Settlement shall be in compliance with the NAIC Accounting Practices
and Procedures Manual. In no event shall any party advance funds to
another party pursuant to this Agreement except to pay for services
hereunder. To the extent applicable, all funds and invested assets of
any party to this Agreement are the exclusive property of such party,
held for the benefit of such party and
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are subject to the control of such party."
3. Paragraph 6 of the Agreement is hereby deleted in its entirety and
replaced with the following:
"6. Except as provided below with respect to electronic data
processing, any party may cancel this Agreement, with or without
cause, by giving ninety days written notice to all the others,
provided that this Agreement shall automatically terminate as to any
of the Companies which ceases to be a subsidiary or affiliate of AIG.
Six months' notice shall be required to cancel this agreement with
respect to electronic data process services. Subject to the terms
(including any limitations and restrictions) of any applicable
software licensing agreement then in effect between a Service
Provider and any licensor, a Service Provider shall, upon termination
of this Agreement with respect to a Service Recipient, grant to such
Service Recipient a perpetual license, without payment of any fee, in
any electronic data processing software developed or used by the
Service Provider in connection with the services provided to the
applicable Service Recipient hereunder, if such software is not
commercially available and is necessary, in the applicable Service
Recipient's reasonable judgment, for the Service Recipient to perform
subsequent to termination the functions provided by the applicable
Service Provider hereunder."
4. Paragraphs 7, 8 and 9 of the Agreement are hereby deleted in their
entirety and replaced with the following:
"7. Any Service Provider and Service Recipient hereunder each shall
maintain its own books, accounts and records in such a way as to
disclose clearly and accurately the nature and detail of the
transactions between them,
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including such accounting information as is necessary to support the
reasonableness of charges under this Agreement, and such additional
information as the a party may reasonably request for purposes of its
internal bookkeeping and accounting operations. Any party hereto in
receipt of facilities, services, space or equipment hereunder, and
any governmental agency having jurisdiction over such party, shall
have the right at all times during business hours, and at its own
expense, to inspect the records of the entity providing such
facilities, services, space or equipment insofar as such records
relate to the computation of charges hereunder.
Any party hereto shall have unconditional right of ownership of any
records prepared on its behalf under this Agreement, held for the
benefit of such party, subject to the control of such party, and
shall be maintained in accordance with applicable law and regulation,
including but not limited to New York Insurance Regulation No. 152.
The books and records of a party hereto shall include the books and
records developed or maintained under or related to this Agreement
for such party. Copies of all such books and records shall be
delivered to the party owning such record upon demand and promptly
following termination of this Agreement with respect to such party.
A Service Provider shall maintain format integrity and compatibility
of the electronic records that constitute the applicable Service
Recipient's books of account. If the electronic system that created
such records is to be replaced by a system with which the records
would be incompatible, Service Provider
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shall convert such pre-existing records to a format that is
compatible with the new system. A Service Provider shall maintain
acceptable backup (hard copy or another durable medium, in accordance
with applicable law and regulation, including but not limited to New
York Insurance Regulation No. 152, as long as the means to access the
durable medium is also maintained at the applicable Service Recipient
principal office) of the records constituting the applicable Service
Recipient's books of account. A Service Provider will maintain back
up records, which will be available to the applicable Service
Recipient in the event of a disaster."
5. Paragraphs 10 and 11 are subsequently renumbered as Paragraph 8 and 9,
respectively, and Paragraph 9 of the Agreement is hereby deleted in its
entirety and replaced with the following:
"9. A Service Provider agrees that in performing or providing
functions or services hereunder, it shall use that degree of ordinary
care and reasonable diligence that an experienced and qualified
provider of similar services would use acting in like circumstances
and experience in such matters and in accordance with the standards,
practices and procedures established by Service Provider for its own
business. Service Provider shall perform services according to
servicing standards of the Service Recipient or such other standards
as may be mutually agreed upon by the Service Recipient and Service
Provider. Service Provider shall comply with all laws, regulations,
rules and orders applicable to (i) the Service Recipient with respect
to the services provided hereunder or (ii) to Service Provider.
Service Provider agrees to maintain sufficient facilities and trained
personnel of the kind necessary to perform the services under this
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Agreement. In providing services hereunder which require the exercise
of judgment by a Service Provider, such Service Provider shall
perform any such service in accordance with standards and guidelines
the Service Recipient develops and communicates to the Service
Provider. In performing any services hereunder, a Service Provider
shall at all times act in a manner reasonably calculated to be in or
not opposed to the best interests of the applicable Service
Recipient."
6. The following new paragraphs shall be added to the Agreement:
"10. Whenever a Service Provider utilizes its personnel to perform
services for a Service Recipient hereunder pursuant to this
Agreement, such personnel shall at all times remain employees of such
Service Provider, subject solely to its direction and control. The
applicable Service Recipient shall have no liability to such
employees for their welfare, salaries, fringe benefits, legally
required employer contributions and tax obligations.
11. A Service Provider hereunder shall indemnify, defend and hold
harmless a Service Recipient to which it provides services hereunder
and such Service Recipient's directors, officers and employees for any
and all liabilities, losses, claims, demands, expenses, damages and
costs arising as a result of or in connection with the gross
negligence or willful misconduct of the Service Provider in connection
with the services provided hereunder.
12. Any party receiving services hereunder shall maintain oversight
of such services and shall monitor such services annually for quality
assurance.
13. Nothing herein shall be deemed to grant a Service Provider an
exclusive right to provide services to a Service Recipient, and
Service Recipient retains the right to contract with any third party,
affiliated or unaffiliated, for
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the performance of services or for the use of facilities as are
available to or have been requested by Service Recipient pursuant to
this Agreement.
14. Each subsidiary or affiliate of AIG that executes a counterpart of
this Agreement shall be deemed to be a Company hereunder. New entities
that are subsidiaries of AIG may be added after the date hereof as a
Company under this Agreement without the written approval of any other
Company so long as each entity wishing to become a Company under this
Agreement following the date hereof executes an addendum in the form
attached hereto as Exhibit 1 (each, a "New Party Addendum"). The
execution of a New Party Addendum shall evidence such new party's
intent and agreement to adhere to the terms, conditions and other
provisions of this Agreement.
15. The following shall apply in the event that a party is placed in
receivership or is seized by an insurance commissioner (the
"Commissioner") pursuant to applicable law:
(a) The rights of the party under this Agreement extend to the
receiver or the Commissioner;
(b) The books and records that have been maintained concerning the
services provided under this Agreement shall be made available
to the receiver or the Commissioner immediately upon the
request thereof;
(c) The party providing services does not have the automatic right
to terminate this Agreement as the result of a party being
placed in receivership or being seized by the Commissioner;
and
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(d) The party providing services will continue to maintain
systems, programs or other infrastructure notwithstanding a
party being placed in receivership or seizure by the
Commissioner, and shall make such systems, programs and
infrastructure available to the receiver or the Commissioner,
as applicable, for such period as the party providing services
continues to receive timely payment for services rendered
under this Agreement."
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EXHIBIT 1
NEW PARTY ADDENDUM
THIS NEW PARTY ADDENDUM (this "Addendum") dated as of ______ ("Addendum
Effective Date"), is made by and between AMERICAN INTERNATIONAL GROUP, INC.
("AIG") and [NEW PARTY] ("New Party").
WHEREAS, AIG and certain of AIG's subsidiaries share among themselves
certain expenses, equipment, office space, services and personnel; and
WHEREAS, AIG and certain of its subsidiaries (each a "Company" and
collectively the "Companies") entered into a Service and Expense Agreement
effective February 1, 1974 ("Agreement") whereby AIG provides, or causes to be
provided by one of its subsidiaries, such equipment, office space, services and
personnel to the Companies; and
WHEREAS, Section 14 of the Agreement, as amended, provides that new parties
may be added to the Agreement without the prior written approval of each other
Company so long as each New Party wishing to become a party executes an
addendum to the Agreement which evidences the New Party's intent and agreement
to adhere to the terms and provisions described in the Agreement; and
WHEREAS, the New Party desires to become a party to the to the Agreement; and
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, it is agreed as follows:
1. New Party hereby agrees to become party to the Agreement;
2. New Party hereby agrees to all the terms, conditions and limitations of
the Agreement;
3. All other terms, conditions and limitations of the Agreement shall remain
in full force and effect, except to the extent that any such terms, conditions,
and limitations are inconsistent with the terms of this Addendum.
New Party has executed this Addendum as of the Addendum Effective Date, by
causing this Addendum to be executed by its duly authorized representative.
[NEW PARTY]
By:
--------------------------
Name:
--------------------------
Title:
--------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first written above.
AMERICAN HOME ASSURANCE COMPANY By:
--------------------------------
A. I. CREDIT CORP. By:
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AGC LIFE INSURANCE COMPANY By:
--------------------------------
AIG AEROSPACE ADJUSTMENT SERVICES, INC. By:
--------------------------------
AIG AEROSPACE INSURANCE SERVICES, INC. By:
--------------------------------
AIG ASSET MANAGEMENT (US), LLC By:
--------------------------------
AIG ASSURANCE COMPANY By:
--------------------------------
AIG CAPITAL SERVICES, INC. By:
--------------------------------
AIG CLAIMS, INC. By:
--------------------------------
AIG DIRECT INSURANCE SERVICES, INC. By:
--------------------------------
AIG EMPLOYEE SERVICES, INC. By:
--------------------------------
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AIG GLOBAL REAL ESTATE INVESTMENT CORP. By:
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AIG KIRKWOOD, INC. By:
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AIG LIFE HOLDINGS, INC. By:
-------------------------------
AIG MARKETS, INC. By:
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AIG PC GLOBAL SERVICES, INC. By:
-------------------------------
AIG NORTH AMERICA, INC. By:
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AIG PROPERTY CASUALTY COMPANY By:
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AIG PROPERTY CASUALTY INC. By:
-------------------------------
AIG PROPERTY CASUALTY INTERNATIONAL, LLC By:
-------------------------------
AIG PROPERTY CASUALTY U.S., INC. By:
-------------------------------
AIG SHARED SERVICES CORPORATION-
MANAGEMENT SERVICES By:
-------------------------------
AIG SPECIALTY INSURANCE COMPANY By:
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AIG TECHNOLOGIES, INC. By:
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AIU INSURANCE COMPANY By:
--------------------------------
AKITA, INC. By:
--------------------------------
ALABASTER CAPITAL LLC By:
--------------------------------
AMERICAN ATHLETIC CLUB, INC. By:
--------------------------------
AMERICAN GENERAL ANNUITY SERVICE
CORPORATION By:
--------------------------------
AMERICAN GENERAL ASSIGNMENT CORPORATION By:
--------------------------------
AMERICAN GENERAL ASSIGNMENT CORPORATION
OF NEW YORK By:
--------------------------------
AMERICAN GENERAL LIFE INSURANCE COMPANY By:
--------------------------------
AMERICAN GENERAL REALTY INVESTMENT
CORPORATION By:
--------------------------------
AMERICAN INTERNATIONAL OVERSEAS
ASSOCIATION By:
--------------------------------
AMERICAN INTERNATIONAL REINSURANCE
COMPANY, LTD. By:
--------------------------------
COMMERCE AND INDUSTRY INSURANCE COMPANY By:
--------------------------------
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EAGLESTONE REINSURANCE COMPANY By:
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GRANITE STATE INSURANCE COMPANY By:
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GRAPHITE MANAGEMENT LLC By:
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▇▇▇▇▇▇▇▇ CUSTOMER CARE INSURANCE
SERVICES, INC. By:
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▇▇▇▇▇▇▇▇ INSURANCE COMPANY By:
----------------------------------
▇▇▇▇▇▇▇▇ SPECIALTY INSURANCE COMPANY By:
----------------------------------
▇▇▇▇▇▇▇▇ SERVICES, LLC By:
----------------------------------
▇▇▇▇▇▇▇▇ U.S. HOLDINGS, INC. By:
----------------------------------
ILLINOIS NATIONAL INSURANCE CO. By:
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▇▇▇▇▇▇▇▇▇▇▇▇▇ CORPORATION By:
----------------------------------
LAVASTONE CAPITAL LLC By:
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LEXINGTON INSURANCE COMPANY By:
-----------------------------------
MOREFAR MARKETING, INC. By:
-----------------------------------
NATIONAL UNION FIRE INSURANCE
COMPANY OF PITTSBURGH, PA By:
-----------------------------------
NATIONAL UNION FIRE INSURANCE
COMPANY OF VERMONT By:
-----------------------------------
NEW HAMPSHIRE INSURANCE COMPANY By:
-----------------------------------
▇▇▇▇▇▇ & ▇▇▇▇▇▇, INC. By:
-----------------------------------
QUARTZ HOLDINGS LLC By:
-----------------------------------
RISK SPECIALISTS COMPANIES INSURANCE
AGENCY,INC. By:
-----------------------------------
RISK SPECIALISTS COMPANY
(BERMUDA), LTD. By:
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SA AFFORDABLE HOUSING, LLC By:
-----------------------------------
SAFG RETIREMENT SERVICES, INC. By:
-----------------------------------
SLATE CAPITAL LLC By:
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SUNAMERICA AFFORDABLE HOUSING
PARTNERS, INC. By:
-----------------------------------
SUNAMERICA ASSET MANAGEMENT LLC By:
-----------------------------------
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THE INSURANCE COMPANY OF THE
STATE OF PENNSYLVANIA By:
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THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK By:
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THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY By:
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VALIC FINANCIAL ADVISORS, INC. By:
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VALIC RETIREMENT SERVICES COMPANY By:
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AMERICAN INTERNATIONAL GROUP, INC. By:
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By:
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