Exhibit 8(g)
SERVICES AGREEMENT
THIS AGREEMENT ("Agreement") made as of this 1st day of December, 2014, is
by and between X. XXXX PRICE INVESTMENT SERVICES, INC. ("Underwriter"), X. XXXX
PRICE SERVICES, INC. ("Transfer Agent") (Underwriter and Transfer Agent
collectively, "X. XXXX PRICE") and THE VARIABLE ANNUITY LIFE INSURANCE COMPANY,
a Texas corporation ("VALIC").
WITNESSETH:
WHEREAS, the X. Xxxx Price funds are investment companies registered
as an open-end management investment companies under the Investment Company
Act of 1940, as amended (the "1940 Act") (such investment companies are
hereinafter collectively called the "Funds," or each a "Fund"), and certain
Funds have issued an Advisor Class of shares ("Advisor Class") listed on
Schedule One hereto ("Schedule One," as the same may be amended from time
------------ ------------
to time); and
WHEREAS, each of the Funds is available as an investment vehicle for
VALIC for its separate account to fund variable annuity contracts
("Contracts") listed on Schedule Two hereto ("Schedule Two," as the same
------------ ------------
may be amended from time to time); and
WHEREAS, VALIC has entered into a participation agreement dated as of
__, 2014, among VALIC, the Underwriter, Transfer Agent, and X. Xxxx Price
Associates, Inc. (the "Participation Agreement," as the same may be amended
from time to time); and
WHEREAS, X. Xxxx Price provides, among other things, certain services
with respect to shareholder servicing, maintenance of shareholder accounts
and/or administrative services to the Funds; and
WHEREAS, X. Xxxx Price desires VALIC to provide the services specified
in the attached Exhibit A ("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 ("Contract
---------
Owners"), and VALIC is willing and able to provide such 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. VALIC agrees to perform the Services specified in Exhibit A hereto for the
---------
benefit of the Contract Owners.
2. VALIC 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 Services, including Section 31 of the 1940 Act, and will
otherwise comply with all laws, rules and regulations applicable to the
Services.
3. VALIC agrees to provide copies of all the historical records relating to
transactions between the Fund and Contract Owners, and all written
communications and other related materials regarding the Fund(s) to or from
such Contract Owners, as reasonably requested by X. Xxxx Price or its
representatives (which representatives, include, without limitation, its
auditors and legal counselor), as the case may be, to enable X. Xxxx Price
or its representatives to monitor and review the Services performed by
VALIC, 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 Contract Owner.
In addition, VALIC agrees that it will permit X. Xxxx Price, the Fund or
their representatives, to have reasonable access to its personnel and
records in order to facilitate the monitoring of the quality of the
Services.
4. VALIC may contract with or establish relationships with other parties for
the provision of the Services or other activities of VALIC required by this
Agreement, or the Participation Agreement, provided that VALIC shall be
fully responsible for the acts and omissions of such other parties.
5. VALIC hereby agrees to notify X. Xxxx Price promptly if for any reason it
is unable to perform fully and promptly any of its obligations under this
Agreement.
6. VALIC hereby represents and covenants that it does not, and will not, own
or hold or control with power to vote any shares of the Fund, which are
registered in the name of VALIC or the name of its nominee and which are
maintained in VALIC variable annuity or variable life insurance accounts.
VALIC 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 Services and other obligations set forth
in this Agreement.
7. The provisions of the Agreement shall in no way limit the authority of the
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 such Fund and/or sale of its shares.
8. In consideration of the performance of the Services by VALIC, beginning on
the date hereof, X. Xxxx Price agrees to make the following payments:
(1) Underwriter shall pay VALIC for personal services described in
Exhibit A, a monthly amount that is equal on an annual basis to 25
basis points (0.25%) of the average daily net assets of the Fund held
in the Contracts, payable from and to the extent of the corresponding
fee paid by that Fund with respect to the Advisor Class pursuant to
its distribution and service plan under Rule 12b-1 under the 1940 Act
(the "12b-1 Plan"); and
(2) Transfer Agent shall pay VALIC for recordkeeping/sub-transfer agency
services described in Exhibit A, a monthly amount that is equal on an
annual basis to 15 basis points (0.15%) of the average daily net
assets of the Fund held in the Contracts, payable from and to the
extent of the corresponding fee paid by the Fund with respect to the
Advisor Class pursuant to the Administrative Fee Program ("AFP")
instituted by the Funds.
The fees are the responsibility of the applicable Fund, not the
Underwriter, Transfer Agent or any of their affiliates and the obligations
of each Fund is several and not joint; no Fund is responsible for the fee
of any other Fund. Fees shall be paid by Underwriter and/or Transfer Agent
only after its receipt of same from the Fund. VALIC further acknowledges
that the Underwriter and Transfer Agent shall
2
not be responsible for the payment of the fees unless and until the
Underwriter and/or Transfer Agent has received such fee from the applicable
Fund, and VALIC agrees to waive payment of such fee unless and until the
Underwriter and/or Transfer Agent has received payment from the applicable
Fund. The foregoing fee will be paid by the Fund to VALIC within 30 days of
the end of each calendar month, without demand or notice by VALIC.
X. Xxxx Price shall provide thirty (30) days prior written notice of any
modification or termination of the 12b-1 Plan or the AFP. If either the
12b-1 Plan or the AFP is no longer in effect or is no longer applicable to
the Funds in the Contracts (a "Termination Event"), the parties shall
discuss, in good faith, alternate fee arrangements. If no new agreement is
reached within thirty (30) days following the Termination Event (or at such
later date mutually acceptable to all parties), VALIC, at its option, may
elect to immediately terminate this Agreement, and/or may elect to obtain
an order of exemption pursuant to Section 26(c) of the 1940 Act to
substitute shares of the Funds for shares of other another registered
investment companies.
Notwithstanding anything in this Agreement or the Participation Agreement
appearing to the contrary, the payments by the Fund to VALIC relate solely
to the performance by VALIC of the Services described herein only, and do
not constitute payment in any manner for other services provided by VALIC
to VALIC policy or contract owners, or to any separate account organized by
VALIC, or for any investment advisory services, or for costs associated
with the distribution of any variable annuity or variable life insurance
contracts.
VALIC represents that it may legally receive the payments contemplated by
this Agreement and its acceptance of the fees is in accordance with all
applicable rules and regulations, including the Employee Retirement Income
Security Act ("ERISA"). VALIC will disclose this fee payment arrangement to
customers as required by applicable law.
9. VALIC shall indemnify and hold harmless the Fund, Underwriter and Transfer
Agent, and each of their respective affiliates, and each of their officers,
trustees, Directors, employees and agents from and against any and all
losses, claims, damages, expenses, or liabilities that anyone 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 VALIC of the Services under this Agreement.
10. This Agreement may be terminated without penalty at any time by VALIC or
by X. Xxxx Price 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 VALIC to preserve any records (in any
medium or format) relating to this Agreement beyond the time periods
otherwise required by the laws to which VALIC or the Fund are subject
provided that such records shall be offered to the Fund in the event VALIC
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 Contract Owners after the date of such termination. However,
notwithstanding any such termination, X. Xxxx Price will remain obligated
to pay VALIC 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 such date, for the
shorter duration among 1) while such amounts are held in the Master Account
and VALIC continues to provide the Services with respect to such amounts in
conformity with this Agreement or 2) one
3
hundred and eighty (180) calendar days from date of termination; provided,
however, the Funds continue to maintain the AFP and 12b-1 Plan,
respectively. 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. VALIC understands and agrees that the obligations of X. Xxxx Price under
this Agreement are not binding upon the Fund, upon any of their Board
members or upon any Contract Owners of the Fund.
13. It is understood and agreed that in performing the services under this
Agreement VALIC, acting in its capacity described herein, shall at no time
be acting as an agent for X. Xxxx Price or the Fund. VALIC agrees, and
agrees to cause its agents, not to make any representations concerning a
Fund except those contained in the Fund's then-current prospectus; in
current sales literature furnished by the Fund or Underwriter to VALIC; in
the then current prospectus for a variable annuity contract or variable
life insurance policy issued by VALIC or then current sales literature with
respect to such variable annuity contract or variable life insurance
policy, approved by X. Xxxx Price.
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 Texas,
without giving effect to the principles of conflicts of law of such
jurisdiction.
16. This Agreement, including Exhibit A, Schedule One and Schedule Two,
--------- ------------ ------------
constitutes the entire agreement between the parties with respect to the
matters dealt with herein and supersedes any previous agreements with
respect to such matters. In the event of a conflict between this Agreement
and the Fund's prospectus or statement of additional information, the
Fund's prospectus and statement of additional information shall control.
The parties agree that Schedule One and/or Schedule Two may be replaced
from time to time with a new Schedule One and/or Schedule Two to accurately
reflect any changes in the Funds available as investment vehicles and/or
the Contracts available, under the Participation Agreement, respectively.
[INTENTIONALLY LEFT BLANK]
4
IN WITNESS HEREOF, the parties hereto have executed and delivered this Agreement
as of the date first above written.
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By: XXXXXX X. XXXX
----------------------------
Authorized Signatory
XXXXXX X. XXXX VICE PRESIDENT
-----------------------------
Print or Type Name and Title
X. XXXX PRICE INVESTMENT SERVICES, INC.
By: XXXXX XXXXXXX
----------------------------
Authorized Signatory
XXXXX XXXXXXX VICE PRESIDENT
----------------------------
Print or Type Name and Title
X. XXXX PRICE SERVICES, INC.
By: XXXXX XXXXXXX
----------------------------
Authorized Signatory
XXXXX XXXXXXX VICE PRESIDENT
----------------------------
Print or Type Name and Title
5
SCHEDULE ONE
INVESTMENT COMPANY NAME: SERIES NAME:
----------------------- ------------
X. Xxxx Price Retirement Funds, Inc. X. Xxxx Price Retirement 2015 Fund (Advisor Class)
X. Xxxx Price Retirement Funds, Inc. X. Xxxx Price Retirement 2020 Fund (Advisor Class)
X. Xxxx Price Retirement Funds, Inc. X. Xxxx Price Retirement 2025 Fund (Advisor Class)
X. Xxxx Price Retirement Funds, Inc. X. Xxxx Price Retirement 2030 Fund (Advisor Class)
X. Xxxx Price Retirement Funds, Inc. X. Xxxx Price Retirement 2035 Fund (Advisor Class)
X. Xxxx Price Retirement Funds, Inc. X. Xxxx Price Retirement 2040 Fund (Advisor Class)
X. Xxxx Price Retirement Funds, Inc. X. Xxxx Price Retirement 2045 Fund (Advisor Class)
X. Xxxx Price Retirement Funds, Inc. X. Xxxx Price Retirement 2050 Fund (Advisor Class)
X. Xxxx Price Retirement Funds, Inc. X. Xxxx Price Retirement 2055 Fund (Advisor Class)
X. Xxxx Price Retirement Funds, Inc. X. Xxxx Price Retirement 2060 Fund (Advisor Class)
6
SCHEDULE TWO
LIST OF CONTRACTS
- Portfolio Director Series
7
EXHIBIT A
Pursuant to the Agreement by and among the parties hereto, which relates to the
Fund(s) as of the date hereof, and any other Fund that may be added or deleted
from time-to-time, VALIC shall perform the following Services:
RECORDKEEPING/SUB-TRANSFER AGENCY SERVICES
------------------------------------------
1. VALIC shall maintain the Master Account with the Transfer Agent of the
Fund in the name of VALIC Separate Account A. Additionally, VALIC will
maintain separate records for each Contract Owner, which records shall
reflect shares purchased and redeemed for the benefit of the Contract
Owner. Share balances held for the benefit of the Contract Owner reflect
annuity unit values calculated by VALIC each weekday that the New York
Stock Exchange is open for trading ("Business Day"). VALIC's annuity unit
value calculations will factor in each Business Day's net asset value and
the effect of any reinvested dividends or capital gains.
2. Transmit to the Transfer Agent purchase and redemption orders on behalf of
Contract Owners.
3. Upon request, provide to the Fund, or to the Transfer Agent, or any of the
agents designated by any of them, such periodic reports as shall reasonably
be concluded to be necessary to enable such Fund and Underwriter to comply
with any applicable State Blue Sky requirements.
4. Process dividend payments to Contract Owners, as required.
5. Prepare and transmit to Contract Owners periodic account statements
showing the total number of annuity units held for the benefit of the
Contract Owner as of the statement closing date, purchases and redemptions
of Fund shares for the benefit of the Contract Owner during the period
covered by the statement. Such reports shall also reflect Contract Owner
unit values.
6. Make available to Contract Owners reports and other information received
by VALIC from the Fund and required to be sent to Contract Owners under the
federal securities laws and, upon request of the Fund's transfer agent,
transmit to Contract Owners material Fund communications deemed by the
Fund, through the Trust's Board of Directors or other similar governing
body, to be necessary and proper for receipt by all Fund beneficial
Contract Owners. Upon notification of an upcoming proxy mailing, VALIC
shall provide to the Fund's print/mail vendor a list of Contract Owner
addresses as of the requested record date for inclusion in the proxy
mailing. Unless otherwise provided in the plan document, Contract Owners
will be responsible for voting all proxies. Non-routine materials such as
prospectus supplements and proxy or information statement materials shall
be printed and distributed at the expense of the Fund, the Adviser or an
affiliate.
PERSONAL SERVICES
7. Provide information to Contract Owners regarding the Advisor Class.
8. Provide maintenance to Contract Owners accounts.
9. Provide shareholder support services with respect to the Contract Owners'
accounts.
10. Respond to questions about the Contract Owners' investment in the Advisor
Class
11. Provide other Services as shall be mutually agreed upon from time to time
by the parties.
8
12. Perform any additional services primarily intended to result in the
distribution of the Contracts and the sale of Advisor Class to the extent
it is permitted to do so under applicable statutes, rules or regulation
9
