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EXHIBIT 8(iii)(B)
AGREEMENT
THIS AGREEMENT ("Agreement") made as of January 1, 2000, is by and between XXX
XXXXXX ASSET MANAGEMENT INC., a Delaware corporation ("Adviser") and AMERICAN
GENERAL ANNUITY INSURANCE COMPANY, a Texas corporation ("AGA").
W I T N E S S E T H:
WHEREAS, each of the investment companies listed 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") (such investment companies are hereinafter
collectively called the "Funds," or each a "Fund"); and
WHEREAS, each of the Funds is available as an investment vehicle for AGA for
certain of its separate accounts to fund variable life insurance policies and/or
variable annuity contracts identified on Schedule Two hereto ("Schedule Two," as
the same may be amended from time to time) (the "Contracts"); and
WHEREAS, AGA has entered into a participation agreement dated January 24, 1997,
among AGA, American General Securities Incorporated, Adviser, Xxx Xxxxxx Funds
Inc. ("Underwriter"), and the Funds (the "Participation Agreement," as the same
may be amended from time to time); and
WHEREAS, Adviser provides, among other things, investment advisory and/or
administrative services to the Funds; and
WHEREAS, Adviser desires AGA to provide the administrative services specified in
the attached Exhibit A ("Administrative Services"), in connection with the
Contracts for the benefit of persons who maintain their ownership interests in
the separate account, whose interests are included in the master account
("Master Account") referred to in paragraph 1 of Exhibit A ("Shareholders"), and
AGA 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. AGA agrees to perform the Administrative Services specified in Exhibit
A hereto for the benefit of the Shareholders.
2. AGA represents and agrees that it will maintain 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.
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3. AGA agrees to provide copies of all the historical records relating to
transactions between the Funds and Shareholders, and all written
communications and other related materials regarding the Fund(s) to or
from such Shareholders, as reasonably requested by Adviser or its
representatives (which representatives, include, without limitation,
its auditors, legal counsel or the Underwriter, as the case may be), to
enable Adviser or its representatives to monitor and review the
Administrative Services performed by AGA, or comply with any request of
the board of directors, or trustees or general partners (collectively,
the "Directors") of any Fund, or of a governmental body,
self-regulatory organization or Shareholder.
In addition, AGA agrees that it will permit Adviser, the Funds or their
representatives, to have reasonable access to its personnel and records
in order to facilitate the monitoring of the quality of the
Administrative Services.
4. AGA may, with the consent of Adviser, contract with or establish
relationships with other parties for the provision of the
Administrative Services or other activities of AGA required by this
Agreement, or the Participation Agreement, provided that AGA shall be
fully responsible for the acts and omissions of such other parties.
5. AGA hereby agrees to notify Adviser promptly if for any reason it is
unable to perform fully and promptly any of its obligations under this
Agreement.
6. AGA 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 AGA or the name of its nominee and which are
maintained in AGA variable annuity or variable life insurance accounts.
AGA represents further that it is not registered as a broker-dealer
under the Securities Exchange Act of 1934, as amended (the"1934 Act"),
and it is not required to be so registered, including as a result of
entering into this Agreement and performing the Administrative
Services, and other obligations of AGA set forth in this Agreement.
7. The provisions of the Agreement shall in no way limit the authority of
Adviser, or any Fund or Underwriter 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 such Funds and/or sale of
its shares.
8. In consideration of the performance of the Administrative Services by
AGA with respect to the Contracts, beginning on the date hereof and
during the term of the Participation Agreement, Adviser agrees to pay
AGA an annual fee which shall equal .25% of the value of each Fund's
assets in the Contracts maintained in the Master Account for the
Shareholders (excluding all assets invested during the guarantee
periods available under the Contracts). The determination of applicable
assets shall be made by averaging assets in applicable Funds as of the
last Valuation Date (as defined in the prospectus relating to the
Contracts) of each month falling within the applicable calendar year.
The foregoing fee will be paid by Adviser to AGA on a calendar year
basis, and in this regard, payment
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of such fee will be made by Adviser to AGA within thirty (30) days
following the end of each calendar year.
Notwithstanding anything in this Agreement or the Participation
Agreement appearing to the contrary, the payments by Adviser to AGA
relate solely to the performance by AGA of the Administrative Services
described herein only, and do not constitute payment in any manner for
services provided by AGA to AGA policy or contract owners, or to any
separate account organized by AGA, or for any investment advisory
services, or for costs associated with the distribution of any variable
annuity or variable life insurance contracts.
9. AGA shall indemnify and hold harmless each of the Funds, Adviser and
Underwriter 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 AGA of the Administrative Services under this Agreement.
10 This Agreement may be terminated without penalty at any time by AGA or
by Adviser as to one or more of the Funds collectively, upon one
hundred and eighty days (180) written notice to the other party.
Notwithstanding the foregoing, the provisions of paragraphs 2, 3, 9 and
11 of this Agreement, shall continue in full force and effect after
termination of this Agreement.
This Agreement shall not require AGA to preserve any records (in any
medium or format) relating to this Agreement beyond the time periods
otherwise required by the laws to which AGA or the Funds are subject
provided that such records shall be offered to the Funds in the event
AGA decides to no longer preserve such records following such time
periods.
11. After the date of any termination of this Agreement in accordance with
paragraph 10 of this Agreement, no fee will be due with respect to any
amounts in the Contracts first placed in the Master Account for the
benefit of Shareholders after the date of such termination. However,
notwithstanding any such termination, Adviser will remain obligated to
pay AGA the fee specified in paragraph 8 of this Agreement, with
respect to the value of each Fund's average daily net assets maintained
in the Master Account with respect to the Contracts as of the date of
such termination, for so long as such amounts are held in the Master
Account and AGA 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.
12. AGA understands and agrees that the obligations of Adviser under this
Agreement are not binding upon any of the Funds, upon any of their
Board members or upon any shareholder of any of the Funds.
13. It is understood and agreed that in performing the services under this
Agreement AGA, acting in its capacity described herein, shall at no
time be acting as an agent for Adviser, Underwriter or any of the
Funds. AGA agrees, and agrees to cause its agents, not to make any
representations concerning a Fund except those contained in the Fund's
then-current
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prospectus; in current sales literature furnished by the Fund, Adviser
or Underwriter to AGA; in the then current prospectus for a variable
annuity contract or variable life insurance policy issued by AGA or
then current sales literature with respect to such variable annuity
contract or variable life insurance policy, approved by Adviser.
14. This Agreement, including the provisions set forth herein in paragraph
8, 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.
15. This Agreement shall be governed by the laws of the State of Illinois,
without giving effect to the principles of conflicts of law of such
jurisdiction.
16. 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
Schedules One and Two may be replaced from time to time with new
Schedule One and Two, as appropriate to accurately reflect any changes
in the 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 ANNUITY INSURANCE COMPANY
By:
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Authorized Signatory
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Print or Type Name
XXX XXXXXX ASSET MANAGEMENT INC.
By:
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Authorized Signatory
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Print or Type Name
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SCHEDULE ONE
INVESTMENT COMPANY NAME: FUND NAME(S):
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Xxx Xxxxxx Life Investment Trust Enterprise Portfolio
Emerging Growth Portfolio
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SCHEDULE TWO
LIST OF CONTRACTS
1. ElitePlus Bonus Variable Annuity
2. The One Multi-Manager Annuity
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EXHIBIT A
Pursuant to the Agreement by and among the parties hereto, AGA shall perform the
following Administrative Services:
1. Maintain separate records for each Shareholder, which records shall reflect
shares purchased and redeemed for the benefit of the Shareholder and share
balances held for the benefit of the Shareholder. AGA shall maintain the
Master Account with the transfer agent of the Fund on behalf of
Shareholders and such Master Account shall be in the name of AGA or its
nominee as the record owner of the shares held for such Shareholders.
2. For each Fund, disburse or credit to Shareholders all proceeds of
redemptions of shares of the Fund and all dividends and other distributions
not reinvested in shares of the Fund or paid to the Separate Account
holding the Shareholders' interests.
3. Prepare and transmit to Shareholders periodic account statements showing
the total number of shares held for the benefit of the Shareholder as of
the statement closing date (converted to interests in the Separate
Account), purchases and redemptions of Fund shares for the benefit of the
Shareholder during the period covered by the statement, and the dividends
and other distributions paid for the benefit of the Shareholder during the
statement period (whether paid in cash or reinvested in Fund shares).
4. Transmit to Shareholders proxy materials and reports and other information
received by AGA from any of the Funds and required to be sent to
Shareholders under the federal securities laws and, upon request of the
Fund's transfer agent, transmit to Shareholders material Fund
communications deemed by the Fund, through its Board of Directors or other
similar governing body, to be necessary and proper for receipt by all Fund
beneficial shareholders.
5. Transmit to the Fund's transfer agent purchase and redemption orders on
behalf of Shareholders.
1. Provide to the Funds, or to the transfer agent for any of the Funds, or any
of the agents designated by any of them, such periodic reports as shall
reasonably be concluded to be necessary to enable each of the Funds and its
Underwriter to comply with any applicable State Blue Sky requirements.
