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EXHIBIT 3
UNDERWRITING AGREEMENT
This AGREEMENT is made this 13th day of November, 1981
by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY ("VALIC"),
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY SEPARATE ACCOUNT A (the "ACCOUNT")
and THE VARIABLE ANNUITY MARKETING COMPANY ("VAMCO").
VALIC, the ACCOUNT and VAMCO RECOGNIZE THE FOLLOWING:
a. VALIC is a life insurance company organized under
Chapter 3 of the Texas Insurance Code.
b. The ACCOUNT is a separate account established by
VALIC under Section 7 of Article 3.72 of the Texas Insurance Code
to fund certain individual variable annuity contracts issued by
VALIC and the ACCOUNT. The variable annuity contracts give rise
to security interests in the ACCOUNT. Under the Texas Insurance
Code, the ACCOUNT's assets will not be chargeable with liabilities
arising out of any other business which VALIC may conduct, but will
be held and applied exclusively for the benefit of the owners,
participants and beneficiaries of the variable annuity contracts. The
Account is a registered unit investment trust under the Investment
Company Act of 1940.
c. VAMCO is a wholly-owned subsidiary of VALIC organized under the
laws of Texas. It was established for the purpose of marketing certain
variable annuity contracts issued by VALIC and the ACCOUNT. VAMCO is a
registered broker-dealer under the Securities Exchange Act of 1934 and is a
member of the National Association of Securities Dealers ("NASD"). It has
facilities for marketing variable annuity contracts.
VALIC, the ACCOUNT and VAMCO, THEREFORE, AGREE AS FOLLOWS:
1. Principal Underwriting
VAMCO shall act as the principal underwriter for the
offer, sale and distribution, throughout the world, of the variable
annuity contracts of which VALIC and the ACCOUNT are the issuers
("Contracts') in each state and other jurisdiction in which
the Contracts may be lawfully sold.
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VAMCO shall report periodically to VALIC's Board of
Directors regarding the performance of services under this
Agreement.
2. Sale of Contracts
VAMCO shall use its best efforts to obtain applications
for the purchase of the Contracts under such terms as may be
provided in the Contracts and the then current prospectus relating to
the Contracts. VAMCO, however, shall not solicit applications at
any time when it has received notice from VALIC or the ACCOUNT
that issuance of the Contracts have, for any reason, been
temporarily or permanently suspended or discontinued.
VAMCO shall offer and sell the Contracts through in-
surance agents of VALIC who are duly and appropriately licensed
for the sale of the Contracts in each state or other jurisdiction.
It shall transmit completed applications for the Contracts to
VALIC for acceptance and rejection in accordance with VALIC's
underwriting rules. It shall cause initial purchase payments under
the Contracts to be made by check payable to VALIC and to be
transmitted promptly to VALIC.
3. Allocation of Sale Proceeds
VALIC shall pay into the ACCOUNT proceeds from the sale
of the Contracts, less any deductions determined in accordance
with the Contracts with the then current prospectus relating to the
Contracts. VALIC shall receive the amounts deducted in accordance
with the Contracts and then current prospectus.
4. Underwriter's Compensation
VALIC shall pay such amounts to VAMCO as shall be
required (a) to reimburse VAMCO for all reasonable expenses incurred
in connection with the sale of the Contracts, including a reasonably
allocable portion of VAMCO's overhead expenses and (b) to enable
VAMCO to meet the net capital requirements for broker-dealers
under the Securities Exchange Act of 1934 on a continuing basis.
5. Books and Records
VALIC, the ACCOUNT, and VAMCO shall maintain their books,
accounts and records as to all transactions hereunder so as to
clearly and accurately disclose the nature and details of the
transaction and support the reasonableness of the amounts to be paid by
VALIC to VAMCO.
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6. Scope of Underwriter's Duties
VAMCO, and any affiliated person of VAMCO, shall be free
to act as principal underwriter for other separate accounts or for
any other person, or to engage in any other business, so long as
the services rendered to the ACCOUNT are not impaired.
VAMCO shall not be liable to the ACCOUNT, or to any
contract owner in the ACCOUNT, for any act or omission in rendering
services under this Agreement, so long as there has been no willful
misfeasance, bad faith, gross negligence, or reckless disregard of
obligations or duties on the part of VAMCO.
Except as otherwise required by the Investment Company
Act of 1940, any of the contract owners of the ACCOUNT may be a
shareholder, director, officer or employee of, or be otherwise
interested in, VAMCO and any affiliated person of VAMCO. Similarly,
VAMCO and any affiliated person of VAMCO may have a security
interest in the ACCOUNT.
7. Continuance and Termination
This Agreement shall become effective upon execution. It
shall continue in force from year to year thereafter. This Agreement
shall terminate automatically upon assignment. This Agreement
may be terminated at any time by VALIC's Board of Directors or by a
vote of a majority of the ACCOUNT's outstanding variable annuity
contract votes, on not more than 60 days, nor less than 30 days,
written notice, or upon such shorter notice as may be mutually
agreed upon. This Agreement may be terminated by VALIC or VAMCO,
upon such notice, so long as the ACCOUNT has entered into another
underwriting agreement. Termination shall be without the payment
of any penalty.
8. Applicability of Federal Securities Laws
The parties hereto shall comply with, and this Agreement
shall be interpreted in accordance with, applicable federal
securities laws, including such exceptions as may be granted to VALIC,
the ACCOUNT, or VAMCO by the Securities and Exchange Commission or
such interpretive positions as may be taken by the Commission or
its staff.
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VALIC, the ACCOUNT, and VAMCO have each caused this
Agreement to be signed on its behalf by a duly authorized
officer on the date specified above.
THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY
Attest /s/ ILLEGIBLE By /s/ XXXX X. XXXXX
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Xxxx X. Xxxxx
THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY SEPARATE
ACCOUNT A
Attest /s/ ILLEGIBLE By /s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
THE VARIABLE ANNUITY
MARKETING COMPANY
Attest /s/ ILLEGIBLE By /s/ XXX X. XXXXX
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Xxx X. Xxxxx
