EXHIBIT 8(e)
AMENDED AND RESTATED
ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT, dated as of the 1st day of April, 2001, made by and between
North American Funds Variable Product Series II (the "Company"), a business
trust operating as an open end investment company, duly organized and existing
under the laws of the State of Delaware, and The Variable Annuity Life Insurance
Company ("VALIC"), a stock insurance company duly organized and existing under
the laws of the State of Texas:
WITNESSETH THAT:
WHEREAS, The Company desires to appoint VALIC as its Administrative
Services Agent to maintain and keep current the books, accounts, records,
journals or other records of original entry relating to the business of the
Company as set forth in Section 1 of this Agreement (the "Accounts and Records")
and to perform certain daily functions in connection with such Accounts and
Records; and
WHEREAS, VALIC is authorized to contract on behalf of the Company with
service providers for the purpose of daily valuation of the Company portfolios;
and
WHEREAS, VALIC is willing to perform such functions upon the terms and
conditions set forth below; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto, intending to be legally bound, do hereby
agree as follows:
Section 1.
VALIC, upon receipt of necessary information and written or verbal instructions
from the Company, shall maintain and keep current the following books: Accounts
and Records, journals or other records of original entry relating to the
business of the Company, and necessary or advisable for compliance with
applicable regulations, including Rules 31(a)-1 and 31(a)-2 of the Investment
Company Act of 1940, as amended (the "1940 Act"), in such form as may be
mutually agreed to between the Company and VALIC:
(a) Cash Receipts
(b) Cash Disbursements
(c) Dividend Record
(d) Purchase and Sales of Portfolio Securities
(e) Subscription and Redemption Journals
(f) Security Ledgers
(g) Broker Ledger
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(h) General Ledger
(i) Daily Expense Accruals
(j) Securities and Monies borrowed or loaned and collateral therefor
(k) Daily Trial Balances
It shall be the responsibility of the Company to furnish or cause to be
furnished to VALIC, the declaration, record, payment dates and amounts of any
dividends or income and any other special actions required on or concerning each
of its portfolio securities.
Section 2.
Upon receipt by VALIC of written or verbal instructions, VALIC shall make the
proper accounting entries in accordance therewith and notify the Company of all
cash and securities. VALIC, as Investment Adviser, shall direct that the
broker-dealer, or other person through whom a transaction has occurred, send a
confirmation to VALIC. VALIC shall verify this confirmation against the written
or verbal instructions when received from the Company.
Section 3.
VALIC shall calculate the Company's net asset value in accordance with the
Company's currently effective Registration Statement, once daily.
VALIC shall calculate the daily dividend rate for the Money Market Fund in
accordance with the prospectus of the Money Market Fund and with resolutions of
the Company's Board of Trustees.
VALIC shall prepare and maintain a daily evaluation of securities and other
investments for which market quotations are available by VALIC's approved
pricing services; all other securities or investments shall be evaluated in
accordance with the Company's written instructions.
Section 4.
For all purposes under this Agreement, VALIC is authorized to act upon receipt
of any written or verbal instructions it receives from the Company.
Section 5.
VALIC shall supply daily and periodic reports to the Company as requested by the
Company and agreed upon by VALIC.
Section 6.
VALIC shall compile daily reports of share purchases, redemptions, and total
shares outstanding. Reports of purchases and redemptions so received shall be
deemed to be share orders to the Company and shall be deemed to be orders
accepted by the Company when so received.
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Section 7.
The accounts and records, in the agreed upon format, maintained by VALIC shall
be the property of the Company, and shall be made available to the Company
within a reasonable period of time, upon proper demand. VALIC shall assist the
Company's independent auditors, or upon approval of the Company, or upon demand,
any regulatory body, in any requested review of the Company's accounts and
records but shall be reimbursed for all expenses and employee time invested in
such review outside of routine and normal periodic reviews. Upon receipt from
the Company of the necessary information VALIC shall supply the necessary data
for the Company or accountant's completion of any necessary tax return,
questionnaires, periodic reports to shareholders and such other reports and
information requests as the Company and VALIC shall agree upon from time to
time.
Section 8.
VALIC and the Company may from time to time adopt such procedures as they agree
upon, and VALIC may conclusively assume that any procedure approved in writing
by the Company or directed in writing by the Company, does not conflict with or
violate any requirements of its prospectus, Agreement and Declaration of Trust,
Bylaws, or any rule or regulation of any body or governmental agency. The
Company shall be responsible for notifying VALIC of any changes in regulations
or rules which might necessitate changes in VALIC's procedures.
Section 9.
VALIC may rely on information reasonably believed by it to be accurate and
reliable. Except as may otherwise be required by the 1940 Act and the rules
thereunder, neither VALIC nor its shareholders, officers, directors, employees,
agents, control persons or affiliates of any thereof shall be subject to any
liability for, or any damages, expenses or losses incurred by the Company in
connection with, any error of judgment, mistake of law, any act or omission
connected with or arising out of any services rendered under or payments made
pursuant to this Agreement or any other matter to which this Agreement relates,
except by reason of willful misfeasance, bad faith or gross negligence on the
part of any of such persons in the performance of the duties of VALIC under the
Agreement or by reason of reckless disregard by any of such persons of the
obligations and duties of VALIC under this Agreement.
Section 10.
The Company agrees to pay VALIC monthly compensation for its services as set
forth in Schedule A, which is hereby attached and made a part of this Agreement.
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Section 11.
Nothing contained in this Agreement is intended to or shall require VALIC, in
any capacity hereunder, to perform any functions or duties on any holiday, day
of special observance or any other day on which VALIC or the New York Stock
Exchange is closed. Functions or duties normally scheduled to be performed on
such days shall be performed on the next succeeding business day on which both
the New York Stock Exchange and VALIC are open.
Section 12.
VALIC may from time to time in its sole discretion delegate some or all of its
duties hereunto to an entity designated by VALIC, which entity shall perform
such functions as the agent of VALIC. To the extent of such delegation, the term
"VALIC" in this Agreement shall be deemed to refer to both VALIC and to such
entity designated by VALIC, or to either of them, as the context may indicate.
Section 13.
The following terms used in this Agreement, or in any amendment or supplement
hereto, shall have the meanings herein specified unless the context otherwise
requires.
VALIC: The term "VALIC" shall mean The Variable Annuity Life Insurance Company
and if used in connection with or relative to any act or omission involving an
entity designated by VALIC, the term shall refer to The Variable Annuity Life
Insurance Company and such designated entity.
Verbal Instruction: The term "verbal instruction" shall mean an authorization,
instruction, approval, item or set of data, or information of any kind
transmitted to VALIC in person or by facsimile, telephone, telegram, telecopy,
or other mechanical, electronic or documentary means lacking original signature,
by a person or persons believed in good faith by VALIC to be a person or persons
authorized by a resolution of the Board of Trustees of the Company to give
verbal instructions on behalf of the Company.
Shares: The term "shares" shall mean the issued and outstanding shares of common
stock of the Company.
Written Instruction: The term "written instruction" shall mean an authorization,
instruction, approval, item or set of data, or information of any kind
transmitted to VALIC in original writing containing original signatures believed
in good faith by VALIC to be the signature of a person authorized by a
resolution of the Board of Trustees of the Company to give written instructions
on behalf of the Company.
Section 14.
The Company shall from time to time file with VALIC a certified copy of each
resolution of its Board of Trustees authorizing the transmittal of verbal
instructions and specifying the person or persons authorized to give verbal
instructions in accordance with the Agreement. If the certifying
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officer is authorized to give verbal instructions, the certification also shall
be signed by a second officer of the Company. Upon transmitting any verbal
instruction, the Company shall promptly forward to VALIC a written instruction
confirming the authorization, instruction or approval transmitted by such verbal
instruction.
Section 15.
Either the Company or VALIC may give written notice to the other of the
termination of this Agreement, such termination to take effect at the time
specified in the notice not less than sixty (60) days after the giving of the
notice.
Section 16.
This Agreement shall be governed by the laws of the State of Texas.
Section 17.
The execution of this Agreement has been authorized by the Company's Trustees
and by the sole shareholder. This Agreement is executed on behalf of the Company
or the Trustees of the Company as Trustees and not individually and that the
obligations of this Agreement are not binding upon any of the Trustees, officers
or shareholders of the Company individually, but are binding only upon the
assets and property of the Company. A Certificate of Trust in respect of the
Company is on file with the Secretary of the State of Delaware.
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IN WITNESS WHEREOF, The parties hereto have caused this Agreement to be signed
by their duly authorized officers and their corporate seals hereunto duly
affixed and attested, as of the day of year first above written.
NORTH AMERICAN FUNDS
VARIABLE PRODUCT SERIES II
By:
------------------------------------
Title:
Witness:
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THE VARIABLE ANNUITY
LIFE INSURANCE COMPANY
By:
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Title:
Witness:
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SCHEDULE A
Accounting Services Compensation Schedule
(Effective May 1, 2001)
The Accounting Services Fee of 7 basis points is an annual fee payable monthly
based on average daily net assets.
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