EXHIBIT 8(D)
AGREEMENT
THIS AGREEMENT ("Agreement") made as of January 24, 1997, is by and between
XXXXXX XXXXXXX XXXX XXXXXX INVESTMENT MANAGEMENT, INC., a Delaware corporation,
XXXXXX XXXXXXXX & XXXXXXXX LLP, a Pennsylvania limited liability partnership
(collectively, "Adviser") 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
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One," as the same may be amended from time to time) is registered as an open-end
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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
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"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
with the Investment Company, Adviser and certain others(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 Investment Company; and
WHEREAS, Adviser desires AGL to provide the administrative services specified in
the attached Exhibit A ("Administrative Services") in connection with the
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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
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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 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.
3. AGL 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.
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
Adviser 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
Fund.
6. In consideration for 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
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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 0.15% of
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the net asset value of the shares of each such Fund held in the Separate
Account. The foregoing fee will be paid by Adviser to AGL on a calendar
quarter basis; payment of such fee will be made by Adviser to AGL within
thirty (30) days following the end of each calendar quarter. The
determination of the net asset value of shares of each Fund held in the
Separate Account shall be made by averaging the net asset value of the
shares 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 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 Adviser 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' 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
Adviser as 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 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 Funds first placed in the Separate Account after the date of such
termination. However, notwithstanding any such termination, Adviser 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 Adviser 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 Adviser or the Investment Company. AGL agrees, and
agrees to cause its agents, not to make any representations concerning the
Investment Company except those contained in the Investment Company's then-
current prospectus; in current sales literature furnished by the Investment
Company or 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 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, Schedules One and Two constitutes the
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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
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to time with a new Schedule One to accurately reflect any changes in the
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Investment Company or Funds available as investment vehicles under the
Participation Agreement
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
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Authorized Signatory
Xxx X. Xxxx
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Print or Type Name
XXXXXX XXXXXXX XXXX XXXXXX
INVESTMENT MANAGEMENT, INC.
By:/s/ Xxxxx X. Xxxxxxxxxxx
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Authorized Signatory
Xxxxx X. Xxxxxxxxxxx
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Print or Type Name
XXXXXX XXXXXXXX & XXXXXXXX, LLP
By:/s/ Xxxxx X. Xxxxxxxxxxx
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Authorized Signatory
Xxxxx X. Xxxxxxxxxxx
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Print or Type Name
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, transmit communications deemed by the Investment
Company and 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 the Investment Company and its Adviser to comply
with applicable securities and insurance laws.
SCHEDULE ONE
INVESTMENT COMPANY NAME: FUND NAME(S) AND ADVISOR TO FUND:
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Xxxxxx Xxxxxxx Xxxx Xxxxxx Xxxxxx Xxxxxxx Xxxx Xxxxxx Asset
Universal Funds, Inc. Management Inc.:
International Magnum
Emerging Markets Equity
Global Equity
Equity Growth
Xxxxxx Xxxxxxxx Xxxxxxxx, LLP:
Fixed Income
High Yield
MidCap Value
SCHEDULE TWO
VARIABLE LIFE INSURANCE AND ANNUITY CONTRACTS
COVERED UNDER AGREEMENT
(AS OF JANUARY 1, 1999)
1. Platinum I and Platium II Flexible Premium Variable Life Insurance Policies
(Form Nos. 97600 and 97610)
2. Legacy Plus Flexible Premium Variable Life Insurance Policies
(Form No. 98615)
3. Platinum Investor Variable Annuity
(Form No. 98020)
