EXHIBIT 8(c)
AGREEMENT
THIS AGREEMENT ("Agreement") made as of January 24, 1997, is by and among XXXXXX
XXXXXXX ASSET MANAGEMENT INC., a Delaware corporation ("MSAM"), XXXXXX XXXXXXXX
& XXXXXXXX, LLP, a Pennsylvania limited partnership ("MAS") (each of MSAM and
MAS are referred to herein as an "Adviser" and collectively as, the "Advisers")
and AMERICAN GENERAL LIFE INSURANCE COMPANY, a Texas corporation ("AGL").
W I T N E S S E T H:
WHEREAS, the investment company identified on Schedule One hereto ("Schedule
One," as the same may be amended from time to time), is registered as an open-
end management investment company under the Investment Company Act of 1940, as
amended (the "Act") (the "Investment Company" - the portfolios of the Investment
Company identified in Schedule One are referred to herein individually as a
"Fund" and collectively as the "Funds"); and
WHEREAS, each of the Funds is available as the investment vehicle for certain
separate accounts of AGL, established for variable life insurance policies
and/or variable annuity contracts offered by AGL (individually or collectively,
the "Separate Account"); and
WHEREAS, AGL has entered into a participation agreement dated January 24, 1997
among AGL, the Investment Company and the Advisers (the "Participation
Agreement," as the same may be amended from time to time); and
WHEREAS, the Advisers provide, among other things, investment advisory and/or
administrative services to the Investment Company; and
WHEREAS, the Advisers desire AGL to provide the administrative services
specified in the attached Exhibit A ("Administrative Services"), in connection
with the ownership of interests of the Separate Account, which holds shares of
the Funds, and AGL is willing and able to provide such Administrative Services
on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, each party hereto severally agrees as follows:
1. AGL agrees to perform the Administrative Services specified in Exhibit A
hereto for the benefit of variable annuity and variable life insurance
contracts that participate in the Separate Account.
2. AGL may, with the consent of an Adviser, contract with or establish
relationships with other parties for the provision of the Administrative
Services or other activities of AGL required by this Agreement, provided
that AGL shall be fully responsible for the acts and omissions of such
other parties.
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3. AGL hereby agrees to notify the Advisers promptly if for any reason it is
unable to perform fully and promptly any of its obligations under this
Agreement.
4. AGL hereby represents and covenants that it does not, and will not, own or
hold or control with power to vote any shares of the Funds which are
registered in the name of AGL or the name of its nominee and which are
maintained under AGL variable annuity or variable life insurance accounts.
5. The provisions of the Agreement shall in no way limit the authority of the
Advisers or the Investment Company to take such action as any of such
parties may deem appropriate or advisable in connection with all matters
relating to the operations of any of the Funds and/or sale of shares of the
Funds.
6. In consideration of the Administrative Services provided by AGL with
respect to the variable life insurance and variable annuity contracts
identified on Schedule Two attached hereto, each Adviser agrees to pay AGL
with respect to the Funds for which it serves as adviser (as indicated on
Schedule One), a monthly fee at an annual rate which shall equal .14% of
the net asset value of the shares of each such Fund held in the Separate
Account. The foregoing fee will be paid by the applicable Adviser to AGL on
a calendar quarter basis; payment of such fee will be made by the
appropriate Adviser to AGL within thirty (30) days following the end of
each calendar quarter. The determination of applicable assets shall be made
by averaging the assets of the applicable portfolios of the Fund maintained
in the Master Account for the Shareholders as of the last Business Day (as
defined in the Participation Agreement) of each month falling within the
applicable calendar quarter.
Notwithstanding anything in this Agreement or the Participation Agreement
appearing to the contrary, the payments by an Adviser to AGL relate solely
to the performance by AGL of the Administrative Services described herein
only, and do not constitute payment in any manner for services provided by
AGL to AGL policy or contract owners, or to any separate account organized
by AGL, or for any investment advisory services, or for costs associated
with the distribution of any variable annuity or variable life insurance
contracts.
7. AGL shall indemnify and hold harmless the Investment Company, the Funds,
and the Advisers and each of their respective officers, Directors,
employees and agents from and against any and all losses, claims, damages,
expenses, or liabilities that any one or more of them may incur including,
without limitation, reasonable attorneys' fees, expenses and costs arising
out of or related to the performance or non-performance by AGL of the
Administrative Services under this Agreement.
8. This Agreement may be terminated without penalty at any time by AGL or by
an Adviser as to one or more of the Funds, upon one hundred and eighty days
(180) written notice to the other party. Notwithstanding the foregoing, the
provisions of paragraphs 7 and 9 of this Agreement, shall continue in full
force and effect after termination of this Agreement.
9. After the date of any termination of this Agreement in accordance with
paragraph 8 of this Agreement, no fee will be due with respect to any
shares of the Funds first placed in the Separate
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Account after the date of such termination. However, notwithstanding any
such termination, the Advisers will remain obligated to pay AGL the fee
specified in paragraph 6 of this Agreement, with respect to the net asset
value of shares of the Funds maintained in the Separate Account as of the
date of such termination, for so long as such amounts are held in the
Separate Account and AGL continues to provide the Administrative Services
with respect to such amounts in conformity with this Agreement. This
Agreement, or any provision hereof, shall survive termination to the extent
necessary for each party to perform its obligations with respect to amounts
for which a fee continues to be due subsequent to such termination.
10. AGL understands and agrees that the obligations of the Advisers under this
Agreement are not binding upon the Investment Company, upon any of its
Board members or upon any shareholder of any of the Funds.
11. It is understood and agreed that in performing the services under this
Agreement AGL, acting in its capacity described herein, shall at no time be
acting as an agent for an Adviser or the Investment Company. AGL agrees,
and agrees to cause its agents, not to make any representations concerning
the Investment Company or the Funds except those contained in the
Investment Company's then-current prospectus; in current sales literature
furnished by the Investment Company or an Adviser to AGL; in the then
current prospectus for a variable annuity contract or variable life
insurance policy issued by AGL or then current sales literature with
respect to such variable annuity contract or variable life insurance
policy, approved by an Adviser.
12. This Agreement, including the provisions set forth herein in paragraph 6,
may only be amended pursuant to a written instrument signed by the party to
be charged. This Agreement may not be assigned by a party hereto, by
operation of law or otherwise, without the prior written consent of the
other party.
13. This Agreement shall be governed by the laws of the State of Texas, without
giving effect to the principles of conflicts of law of such jurisdiction.
14. This Agreement, including Exhibit A and Schedules One and Two, 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. The parties agree that Schedule One may be
replaced from time to time with a new Schedule One to accurately reflect
any changes in the Investment Company or Funds available as investment
vehicles under the Participation Agreement.
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IN WITNESS HEREOF, the parties hereto have executed and delivered this Agreement
as of the date first above written.
AMERICAN GENERAL LIFE INSURANCE COMPANY
By: /s/ XXX X. XXXX
-------------------------------
Authorized Signatory
Xxx X. Xxxx
-------------------------------
Senior Vice President-
Variable Products-Marketing
XXXXXX XXXXXXX ASSET MANAGEMENT INC.
By: /s/ XXXXXXX X. XXXXX
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Authorized Signatory
Xxxxxxx X. Xxxxx
-------------------------------
Print or Type Name
XXXXXX XXXXXXXX & XXXXXXXX, LLP
By: /s/ XXXXX X. XXXXXXXXXXX
-------------------------------
Authorized Signatory
Xxxxx X. Xxxxxxxxxxx
-------------------------------
Print or Type Name
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SCHEDULE ONE
INVESTMENT COMPANY NAME: FUND NAME(S) AND ADVISER TO FUND:
------------------------ ---------------------------------
Xxxxxx Xxxxxxx Universal Funds, Inc. Adviser:
Xxxxxx Xxxxxxx Asset Management Inc.
Funds:
Equity Growth
International Magnum
Emerging Markets Equity
Global Equity
Adviser:
Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP
Funds:
Fixed Income
High Yield
Mid Cap Value
Value
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SCHEDULE TWO
VARIABLE LIFE INSURANCE AND
ANNUITY CONTRACTS COVERED UNDER
AGREEMENT (as of January 1, 1999)
Generations Combinations Fixed and Variable Annuity
(Form Nos. 95020 and 95021)
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EXHIBIT A
(As of January 1, 1999)
Pursuant to the Agreement by and among the parties hereto, AGL shall perform the
following Administrative Services:
1. Assist the Investment Company in communicating with variable life insurance
policy owners and variable annuity contract owners and provide them with
information regarding the Funds, including (a) information on investment
objectives, policies and procedures, (b) information on Fund performance
and (c) answers to questions regarding Fund investments.
2. Create and utilize computer programs and other information systems that
assist the Investment Company in communicating Fund information to variable
life insurance policy owners and variable annuity contract owners.
3. Assist the Investment Company in educating AGL's home office and field
personnel on the management and operation of the Funds.
4. Transmit to variable life insurance policy owners and variable annuity
contract owners proxy materials and reports and other information received
by AGL from the Investment Company and required to be sent to policy and
contract owners under the federal securities laws and, upon request of the
Investment Company and transmit communications deemed by the Investment
Company, through its Board of Directors, to be necessary and proper for
receipt by all policy and contract owners participating in the Separate
Account.
5. Provide to the Investment Company such periodic reports as shall reasonably
be necessary to enable Investment Company and its Advisers to comply with
applicable securities and insurance laws.
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