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EXHIBIT 6
DISTRIBUTION AND SERVICE AGREEMENT
BETWEEN
AMERICAN GENERAL SERIES PORTFOLIO COMPANY 2
AND
VALIC INVESTMENT SERVICES COMPANY
THIS AGREEMENT made this 7th day of October, 1998 by and between
AMERICAN GENERAL SERIES PORTFOLIO COMPANY 2, a Delaware business trust,
hereafter referred to as the "Fund" and VALIC INVESTMENT SERVICES COMPANY, a
Texas corporation hereafter referred to as the "Distributor."
THE FUND AND THE DISTRIBUTOR RECOGNIZE THE FOLLOWING:
1. The Fund is registered as a diversified, open-end management
investment company under the Investment Company Act of 1940 (the "1940
Act"). The Fund consists of a number of investment portfolios, as may
now exist and may hereinafter be established (each, a "Portfolio"), as
set forth on Schedule A hereto. In addition, each Portfolio issues
several classes of shares, as may now exist and may hereinafter be
established (each, a "Class") as set forth on Schedule B hereto. The
Fund intends to continuously offer Classes of the Portfolio's shares
for sale to the public. Under certain circumstances, applicable sales
charges with respect to a Class may be reduced or waived on the terms
set forth in the Fund's then current registration statement or related
prospectus. The Fund may suspend sales of the shares of any one or
more Portfolios or Classes at any time, and may resume sales of any
such Portfolio(s) or Class(es) at a later date.
2. The Distributor is registered as a broker-dealer under the Securities
Exchange Act of 1934 and is currently a member of the National
Association of Securities Dealers, Inc. (the "NASD").
THE FUND AND THE DISTRIBUTOR AGREE AS FOLLOWS:
1. The Fund hereby appoints the Distributor as principal underwriter and
distributor to sell to the public the Classes of the Portfolios'
shares (hereinafter "its shares" or "the Fund's shares"). The
appointment of the Distributor hereunder shall not preclude the Fund
from selling its shares directly to the public.
(a) The Distributor, subject to applicable federal and state law
and the Fund's Agreement and Declaration of Trust and Bylaws,
shall: (i) provide services to the Fund primarily intended to
result in sale of its shares; (ii) solicit orders for the
purchase of its shares subject to such terms and conditions as
the Fund may specify; and (iii) accept orders for the purchase
of its shares on behalf of the Fund (collectively,
"Distribution Services").
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(b) The Distributor shall provide ongoing shareholder liaison
services, including responding to shareholder inquiries,
providing shareholders with information on their investments
and any other services now or hereafter deemed to be
appropriate subjects for the payment of "service fees" under
Rule 2830 of the Conduct Rules of the NASD (collectively,
"Shareholder Services").
2. The Distributor accepts such appointment. The Distributor shall offer
the Fund's shares only on the terms set forth in the Fund's then
current registration statement or related prospectus.
3. The Distributor may enter into agreements with registered and
qualified securities dealers and financial intermediaries it may
select for the performance of Distribution Services, Shareholder
Services, record keeping and sub-accounting services, the form of such
agreements to be as mutually agreed upon and approved by the Fund and
the Distributor. In making such arrangements, the Distributor shall
act only as principal and not as agent for the Fund. No such dealer,
financial intermediary or other entity is authorized to act as agent
for the Fund in connection with the offering or sale of its shares or
otherwise.
4. As compensation for providing the Distribution Services and/or
Shareholder Services under this Agreement with respect to all Classes
of the Fund's shares, other than the Class(es) of the Fund's shares
set forth on Schedule C hereto, the Distributor shall receive from the
Fund a distribution fee and/or a service fee at the rates and under
the terms and conditions of the Distribution and Service Plan (the
"Plan") adopted by the Fund, as such Plan is in effect from time to
time, and subject to any further limitations on such fees as the
Fund's Board of Trustees may impose. The Distributor may reallow any
or all of the distribution fee and/or service fee that is has received
under this Agreement to such dealers or other qualified entities as it
may from time to time determine.
With respect to the Class(es) of the Fund's shares that are not
subject to the Plan, set forth on Schedule C hereto, the Distributor
will receive no compensation and, will assume and pay from its own
resources, all expenses related to the provision of Distribution and
Shareholder Services.
5. Allocation of Expenses.
(a) The Fund will pay (or will enter into arrangements providing
that persons other than the Fund will pay) for all expenses of
the offering of its shares incurred in connection with:
(1) The registration of the Fund or the registration or
qualification of the Fund's shares for offer or sale
under the federal securities laws and the securities
laws of any state or other jurisdiction in which the
Distributor may arrange for the sale of the Fund's
shares; and
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(2) The printing and distribution of the Fund's
prospectuses to existing shareholders as may be
required under the federal securities laws and the
applicable securities laws of any state or other
jurisdiction; and
(3) The preparation, printing and distribution of any
proxy statements, notices and reports, and the
performance of any acts required to be performed by
the Fund by and under the federal securities laws and
the applicable securities laws of any state or other
jurisdiction; and
(4) The issuance of the Fund's shares, including any
share issue and transfer taxes.
(b) The Distributor will pay from its own resources (or will enter
into arrangements providing that persons other than the
Distributor or the Fund shall pay), or promptly reimburse the
Fund, for all expenses in connection with:
(1) The printing and distribution of the Fund's
prospectuses utilized in connection with the
provision of Distribution Services;
(2) The preparation, printing and distribution of
advertising and sales literature for use in the
offering of the Fund's shares and printing and
distribution of reports to shareholders used as sales
literature;
(3) The qualification of the Distributor as a distributor
or broker or dealer under any applicable federal or
state securities laws;
(4) Any investment program of the Fund, including the
reinvestment of dividends and capital gains
distributions, to the extent such expenses exceed the
Fund's normal costs of issuing its shares; and
(5) All other expenses in connection with the provision
of Shareholder Services and Distribution Services
which have not been herein specifically allocated to
the Fund.
6. Duties of the Distributor.
(a) The Distributor shall devote reasonable time and effort to
effect sales of the Fund's shares, but it shall not be
obligated to sell any specific number of shares.
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(b) The Distributor shall use its best efforts in all respects
duly to conform with the requirements of all federal and state
laws and regulations and the regulations of the NASD, in
providing Distribution Services and Shareholder Services.
Neither the Distributor nor any other person is authorized by
the Fund to give any information or to make any
representations, other than those contained in the Fund's then
current registration statement or related prospectus and any
sales literature authorized by responsible officers of the
Distributor.
(c) The Distributor shall act as an independent contractor and
nothing herein contained shall constitute the Distributor, its
agents or representatives, or any employees thereof as
employees of the Fund in connection with the sale of the
Fund's shares.
The Distributor is responsible for its own conduct and the
employment, control and conduct of its agents and employees
and for injury to such agents or employees or to others
through its agents or employees. The Distributor assumes full
responsibility for its agents and employees under applicable
statutes and agrees to pay all employer taxes thereunder.
7. Sale and Redemption of the Fund's Shares
(a) Orders for the purchase and redemption of the Fund's shares
(and payment for the Fund's shares, in the case of a purchase)
shall be transmitted directly from the Purchaser to the Fund
or its agent.
(b) The Fund shall have the right to suspend the redemption of the
Fund's shares pursuant to the conditions set forth in the
Fund's then current registration statement or related
prospectus. The Fund shall also have the right to suspend the
sale of the Fund's shares at any time.
(c) The Fund will give the Distributor prompt notice of any such
suspension and shall promptly furnish such other information
in connection with the sale and redemption of the Fund's
shares as the Distributor reasonably requests.
(d) The Fund (or its agent) will make appropriate book entries
upon receipt by the Fund (or its agent) of orders and payments
for the Fund's shares or requests for redemption thereof, and
will issue and redeem the Fund's shares and confirm such
transactions in accordance with applicable laws and
regulations.
8. Indemnification.
The Distributor agrees to indemnify, defend and hold the Fund, its
officers and trustees (or former officers and trustees) and any person
who controls the Fund within the meaning of Section 15 of the
Securities Act of 1933 (the "1933 Act"), (collectively, "Indemnities")
free
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and harmless from and against any and all claims, demands, liabilities
and expenses (including the cost of investigating or defending such
claims, demands or liabilities and any counsel fees incurred in
connection therewith) incurred by any Indemnitee under the 1933 Act or
under common law or otherwise, which arise out of or are based upon
(1) any untrue or alleged untrue statement of a material fact or
omission or alleged omission of a material fact in information
furnished by the Distributor to the Fund's registration statement or
related prospectus, (2) any misrepresentation or omission or alleged
misrepresentation or omission to state a material fact on the part of
the Distributor or any agent or employee of the Distributor or any
other person for whose acts the Distributor is responsible or is
alleged to be responsible, unless such misrepresentation or omission
or alleged misrepresentation or omission was made in reliance on
written information furnished by the Fund, or (3) the willful
misconduct or failure to exercise reasonable care and diligence on the
part of any such persons with respect to services rendered under this
Agreement. The foregoing rights of indemnification shall be in
addition to any other rights to which any Indemnitee may be entitled
as a matter of law. The Fund agrees promptly to notify the
Distributor of any action brought against any Indemnitee, such
notification being given to the Distributor by letter or telegram
addressed to the Distributor at its principal business office and the
Distributor's agreement to indemnify the Indemnities pursuant to this
paragraph is expressly conditioned upon such notification.
The Fund agrees to indemnify, defend and hold the Distributor, its
officers and trustees (or former officers and trustees) and any person
who controls the Distributor within the meaning of Section 15 of the
1933 Act, (collectively, "Indemnities") free and harmless from and
against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims, demands
or liabilities and any counsel fees incurred in connection therewith)
incurred by any Indemnitee under the 1933 Act or under common law or
otherwise, arising out of or based upon any alleged untrue statement
of a material fact contained in the Fund's registration statement or
related prospectus or arising out of or based upon any alleged
omission to state a material fact required to be stated or necessary
to make the Fund's registration statement or related prospectus not
misleading, provided that in no event shall anything contained in this
Agreement be construed so as to protect the Distributor against any
liability to the Fund or its shareholders to which the Distributor
would otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of its duties, or by
reason of its reckless disregard of its obligations and duties under
this Agreement, and further provided that the Fund shall not indemnify
the Distributor for any claims, demands, liabilities and expenses
arising out of or based upon any alleged untrue statement of a
material fact or omission to state a material fact in information
furnished by the Distributor to the Fund's registration statement or
related prospectus.
9. This Agreement is effective as of October 7, 1998 and unless sooner
terminated as provided herein, shall continue in effect for two years
from said date. Thereafter this Agreement shall continue in effect
from year- to-year, provided, that such continuance of effectiveness
is specifically approved at least annually (a)(i) by the Board of
Trustees of the Fund, or (ii) by
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vote of a majority of the Fund's outstanding voting securities (as
defined in Section 2(a)(42) of the 1940 Act), and (b) by the
affirmative vote of a majority of the Trustees who are not interested
persons (as defined in Section 2(a)(19) of the 0000 Xxx) of the Fund
by votes cast in person at a meeting called for such purpose.
10. (a) This Agreement may be terminated at any time, without penalty,
by a vote of the Board of Trustees of the Fund or by a vote of
a majority of the outstanding voting securities of the Fund,
or by the Distributor, on sixty (60) days' written notice to
the other party.
(b) This Agreement shall automatically terminate in the event of
its assignment, as defined in Section 2(a)(4) of the 1940 Act.
11. Notwithstanding anything to the contrary contained in this Agreement,
the Fund acknowledges and agrees that, as provided by Section 8.1 of
the Fund's Agreement and Declaration of Trust, this Agreement is
executed on behalf of the Fund or the Trustees of the Fund as Trustees
and not individually and that the obligations of this Agreement are
not binding upon any of the Trustees, Officers or shareholders
individually, but are binding only upon the assets and property of the
Fund. A Certificate of Trust in respect of the Fund is on file with
the Secretary of the State of Delaware
12. Each party shall mail (postage paid) or deliver, in writing, all
notices to the other party, at an address designated for this purpose
by the other party. Until changed, this address for both parties is:
0000 Xxxxx Xxxxxxx, Xxxxxxx, Xxxxx 00000.
13. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND
THE RIGHTS OF THE PARTIES HERETO SHALL BE GOVERNED BY, THE LAWS OF THE
STATE OF TEXAS WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.
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IN WITNESS WHEREOF, the parties hereto execute this Agreement on the date
above.
AMERICAN GENERAL SERIES PORTFOLIO COMPANY 2
on behalf of the Portfolios:
By:
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Name:
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Title:
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ATTEST:
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Name:
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Title:
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VALIC INVESTMENT SERVICES COMPANY
By:
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Name:
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Title:
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ATTEST:
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Name:
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Title:
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SCHEDULE A
American General Series Portfolio Company 2 Portfolios
American General Balanced Fund American General Moderate Growth
American General Conservative Growth Lifestyle Fund
Lifestyle Fund American General Money Market Fund
American General Domestic Bond Fund American General Municipal Bond Fund
American General Growth Lifestyle Fund American General Municipal Money
American General High Yield Market Fund
Bond Fund American General S&P 500 Index
American General International Fund
Growth Fund American General Small Cap Growth
American General International Value Fund Fund
American General Large Cap Growth Fund American General Small Cap Index
American General Large Cap Value Fund
Fund American General Small Cap Value
American General Mid Cap Index Fund
Fund American General Socially
American General Mid Cap Growth Responsible Fund
Fund American General Strategic Bond Fund
American General Mid Cap Value Fund American General Core Bond Fund
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SCHEDULE B
American General Series Portfolio Company 2 Classes of Shares
Class A Shares: Class A shares are sold at net asset value plus an
initial sales charge.
Class B Shares: Class B shares are sold at net asset value, and are
subject to a contingent deferred sales charge upon redemption within a
specified period.
Institutional Class I Shares: Institutional Class I shares are sold at
net asset value to employer retirement plans.
Institutional Class II Shares: Institutional Class II shares are sold
at net asset value to employer retirement plans.
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SCHEDULE C
American General Series Portfolio Company 2
Classes Not Subject to Distribution and Service Plan
Institutional Class I Shares
Institutional Class II Shares
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