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EXHIBIT 9(d)
ADMINISTRATIVE SERVICE AGREEMENT
This Agreement is entered into as of the 26th day of August, 1998, by
and among The Variable Annuity Life Insurance Company, ("VALIC"), a life
insurance company organized under the laws of the State of Texas, and American
General Series Portfolio Company 3 ("Trust"), a Delaware business trust, both
of which have their principal offices at 0000 Xxxxx Xxxxxxx, Xxxxxxx, Xxxxx
00000.
WHEREAS, the Trust is registered with the Securities and Exchange
Commission (the "SEC") as an open-end management investment company under the
Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, a Certificate of Trust is on file with the Secretary of the
State of Delaware; and
WHEREAS, the Trust offers shares of beneficial interest ("Shares") in
several series or funds, each with its own investment objective and investment
policies ("Funds") to the registered and unregistered separate accounts of
VALIC and its affiliates to fund variable annuity contracts and variable life
insurance policies, and to employee thrift plans maintained by VALIC or
American General Corporation ("Contracts") ; and
WHEREAS, VALIC and affiliates of VALIC will provide subcustodian,
record keeping, account maintenance and other administrative and shareholder
services for Contract owners and participants; and
WHEREAS, VALIC and the Trust desire that the purchase and redemption
of Shares be facilitated through one or more omnibus accounts that has or have
been established in the name of VALIC; and
WHEREAS, the Trust desires that VALIC provide services with respect to
the Contract owners and participants, and that VALIC desires to provide such
services; and
WHEREAS, this Agreement is executed on behalf of the Trust or the
Trustees of the Trust 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 Trust individually, but are binding only upon
the assets and property of the Trust. A Certificate of Trust in respect of the
Trust is on file with the Secretary of the State of Delaware.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
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1. TERMS OF APPOINTMENT; DUTIES OF THE PARTIES
1.1. VALIC. VALIC shall perform the services described herein, with
respect to the Funds identified in Schedule A hereto, in
accordance with procedures established from time to time by
agreement of the Trust and VALIC, and between VALIC and the
Contract owners and participants, in each case subject to
terms and conditions set forth in the Trust's current
prospectus. Except as specifically provided herein, VALIC
shall not be nor be held out to be an agent of the Trust or
any Fund.
(a) According to Contract provisions and various other
agreements entered into between VALIC and Contract
owners and participants, VALIC shall receive from
these Contract owners and participants, or their
authorized sponsors, committees, or trustees, by the
close of regular trading on the New York Stock
Exchange (the "Close of Trading") each business day
that the New York Stock Exchange is open for business
("Business Day") instructions for the purchase,
redemption and exchange of Shares (together,
"Instructions");
(b) Based on Instructions received each Business Day,
VALIC shall compute net purchase requests and/or net
redemption requests ("Requests") for Shares of each
Fund for each the Instructions received various
Contract owners and participants;
(c) VALIC shall maintain records as required by
applicable law related to, and advise the Trust as
to, the foregoing, as instructed by the Trust. VALIC
agrees that such records maintained by it in
connection with its activities under this Agreement
will be preserved, maintained and made available in
accordance with applicable law and regulations, and
copies or, if required, originals will be surrendered
promptly to the Trust on and in accordance with its
request. Records surrendered hereunder shall be in
machine readable form, except to the extent that
VALIC has maintained such records only in paper form.
This provision shall survive the termination of this
Agreement;
(d) VALIC shall transmit Requests to the Trust or its
agent by the Close of Trading each Business Day.
Such Requests shall be based solely on Instructions
received in proper form by VALIC from the Contract
owners and participants, and/or their authorized
sponsors, committees, or trustees, according to
Contract provisions and various other agreements with
the Contract owners and participants. Instructions
received by VALIC after the Close of Trading on any
Business Day shall be treated as though received on
the next Business Day. VALIC shall maintain internal
controls reasonably designed to prevent Instructions
received after the Close of Trading on any Business
Day from being aggregated with any Request
transmitted or
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otherwise communicated to the Trust as if it were
received prior to the Close of Trading;
(e) VALIC shall transmit Requests in proper form to the
Trust or its agent by no later than 9:00 AM Eastern
Time on the next following Business Day. The
Business Day on which instructions are received in
proper form by VALIC prior to the Close of Trading
will be the Business Day as of which Requests will be
deemed received by the Trust or its agent. For
purposes of Section 1.01(d) and this Section 1.01(e),
proper form shall that amounts to be invested or
redeemed are identified on VALIC's computer system by
Contract, Contract owners and participants, and
Fund; and
(f) VALIC shall promptly deliver, or instruct the
authorized sponsor, committee, or trustees of the
Contracts, to deliver to the Trust or its agent,
appropriate documentation and in the case of
Requests, payment therefor.
1.2. Equipment. VALIC shall maintain adequate offices, personnel,
computers and other equipment necessary to perform the
services contemplated by this Agreement. VALIC shall notify
the Trust or its agent promptly in the event that VALIC
becomes unable for any reason to perform the services
contemplated by, or any other of its obligations under, this
Agreement. VALIC shall maintain or cause the maintenance of
back- up files of the records required to be maintained
hereunder and shall store such back-up files in a secure
off-premises location, so that, in the event of a power
failure or other interruption of whatever cause at the
location of the records, VALIC's records are maintained intact
and transactions can be processed at another location.
1.3. Disclosure to Contract Owners and Participants. VALIC shall
take all steps necessary to ensure that the arrangements
provided for in this Agreement are properly disclosed to the
Contract owners and participants.
1.4. Transmission of Information to VALIC. In accordance with
procedures established from time to time by agreement of the
Trust and VALIC, the Trust or its agent shall transmit to
VALIC the following information for each Fund as received by
the Trust or its agent: (a) net asset value information as of
the Close of Trading each Business Day; (b) dividend and
capital gains distribution information, as it arises; and (c)
daily accrual for dividend rate factor (mil rate) information
with respect to Funds which declare dividends daily. The
Trust or its agent shall transmit to VALIC such information,
using its best efforts by 6:30 PM Eastern Time, on each
Business Day that such information is available.
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1.06. Representations Regarding Shares. Any representation made by
VALIC regarding any Shares of a Fund shall be in its capacity
as agent for the Contracts and not in its capacity as agent of
the Trust or any of the Funds. Furthermore, any
representation made by the VALIC regarding any Shares of a
Fund shall be in its capacity as agent for the trustee or
custodian of a Contract, or as agent of a Contract owner or
participant. VALIC shall not make any representation in any
capacity regarding any Shares of a Fund that is not set forth
in the Trust's current prospectus, statement of additional
information or current sales literature as furnished by the
Trust or its agent. To the extent that VALIC shall create
sales literature identifying the Trust or a Fund, all such
sales literature shall be submitted for approval to the Trust
within ten (10) days in advance of the earlier of (i) its
intended use or (ii) its filing with the National Association
of Securities Dealers, Inc. ("NASD"). VALIC shall be
responsible for the expense and filing of any sales literature
that it, with the approval of the Trust, creates.
1.07. Confidentiality of Information. The parties hereto agree that
all books, records, information, computer programs and data
pertaining to the business of any other party which are
exchanged or received pursuant to the negotiation or the
carrying out of this Agreement shall be kept confidential and
shall not be voluntarily disclosed to any other person, except
as may be permitted hereunder or may be required by law. This
provision shall not apply to information lawfully in the
possession of a party prior to the term hereof that has been
lawfully obtained from other sources or independently
developed by a party without reference to or reliance on
information obtained from any other party hereto. This
provision shall survive the termination of this Agreement.
1.08. Compliance with Law. All of the parties shall at all times
comply with all applicable federal and state laws and
regulations thereunder, including the rules of any
self-regulatory organization, in connection with the
performance of each of the parties' responsibilities under
this Agreement.
1.09. Administrative Services. VALIC or an agent of VALIC shall
perform the administrative, record keeping, and shareholder
services (the "Administrative Services") described in Schedule
B hereto, as such Schedule B may be amended from time to time
with the mutual consent of the parties hereto, with respect to
Shares purchased, held or redeemed by a Contract. Except as
provided specifically in Section 1.01(b) hereof, VALIC shall
perform the Administrative Services as independent contractor
and not as employee or agent of the Trust or any Fund. VALIC
shall perform the Administrative Services in accordance with
procedures established from time to time by the agreement of
the Trust, and VALIC, and subject to terms and conditions set
forth in the Trust's current prospectus.
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1.10. No Impairment of Trust's Authority. No provision of this
Agreement shall limit in any way the authority of the Trust to
take such action as it deems appropriate in connection with
matters relating to the operation of the Funds and the sale of
Shares.
1.12. Authority of VALIC. VALIC acknowledges that it is not
authorized by the Trust or any Fund to register the transfer
of Shares or to transfer record ownership of Shares, and that
only the Trust or its agent is authorized to perform such
activities.
2. COMPENSATION
2.1. VALIC's Expenses. VALIC shall bear all expenses incident to
performance of the Administrative Services and of the
performance of its functions described herein. VALIC shall not
receive (nor shall any agent of VALIC receive) from the Trust
or any Fund (or from any affiliate of the Trust) any monetary
compensation or reimbursement for such expenses.
2.2. Transfer Agent's and Fund Expenses. The Trust shall bear the
expenses of the Funds hereunder and shall not receive (nor
shall any agent of the Trust receive) from VALIC any monetary
compensation or reimbursement for such expenses.
2.03. Administrative Fees. In consideration of VALIC's performance
of the Administrative Services, the Trust shall pay to VALIC
the fees (the "Administrative Fees") described in Schedule C
hereto, as such Schedule C may be amended from time to time
with the mutual consent of VALIC and the Trust. VALIC must
notify the Trust immediately upon the opening of any new
account that such account is subject to this Agreement. VALIC
will not be entitled to receive Administrative Fees with
respect to such new account until the Trust is so notified and
such Fees wil begin to accrue only at the point of
notification.
2.04. Calculation and Payment of Fees. The Administrative Fees
shall be calculated in the manner described in Schedule C
hereto and shall be due each calendar month from the Trust on
behalf of each Fund for which VALIC performs Administrative
Services pursuant to this Agreement. The Trust shall make a
payment for Administrative Fees for a calendar month within
thirty (30) days after the last day of such month. VALIC shall
have sixty (60) days following receipt of the payment to
verify the amount of the payment and after such time the
amount will be considered final.
3. REPRESENTATIONS AND WARRANTIES
3.1. VALIC's Representations. VALIC represents and warrants to the
Trust that:
(a) it is an insurance company duly organized and in good
standing under applicable law and that it is legally
and validly authorized to set up one or
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more omnibus accounts in its (VALIC's) own name,
including, but not limited to, a segregated asset
account under Texas law and has registered said
segregated asset account as a unit investment trust
under the 1940 Act;
(b) the Contracts are registered under the 1933 Act, and
said Contracts will be issued in compliance in all
material respects with all applicable federal and
state laws;
(c) it has full power and authority under applicable law
to carry on its business, and is registered or
licensed as required, in each jurisdiction where it
conducts its business and the performance of its
obligations hereunder does not and will not violate
or conflict with any governing document or agreement
of VALIC or any applicable law, including but not
limited to, the Employee Retirement Income Security
Act of 1974, as amended;
(d) it maintains and knows of no reason why it cannot or
will not during the term hereof maintain adequate
offices, personnel, computers and other equipment
necessary to perform the services contemplated by
this Agreement; and
(e) VALIC's internal control structure over the
processing and transmission of Instructions is
suitably designed to (i) prevent Instructions
received after the Close of Trading from being
aggregated and communicated to the Trust with
Instructions received before the Close of Trading
and (ii) minimize errors that could result in the
late transmission of such Instructions.
3.02. Trust Representations. The Trust, on its own behalf and on
behalf of the Funds, represents and warrants to VALIC:
(a) the Trust is duly registered as an investment company
under the 1940 Act;
(b) Shares of the Funds sold pursuant to this Agreement:
(i) shall be registered under the Securities Act of
1933, as amended (the "Securities Act"); (ii) duly
authorized for issuance; and (iii) sold in compliance
with the laws of the state of Delaware, and all
applicable federal and state securities laws;
(c) it shall amend the Registration Statement for the
Shares on Form N-1A under the Securities Act and the
1940 Act from time to time in order to effect the
continuous offering of the Shares;
(d) it shall register and qualify the Shares for sale in
accordance with the laws of the various states only
if and to the extent deemed advisable by the Trust or
VALIC;
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(e) each Fund is currently qualified as a Regulated
Investment Company under Subchapter M of the Internal
Revenue Code of 1986, as amended ("the Code") and the
Trust will make every effort to maintain such
qualification (under Subchapter M or any successor or
similar provision) and will notify VALIC immediately
upon having a reasonable basis for believing that a
Fund has ceased to qualify or might not so qualify in
the future; and
(f) the entering into and performing of this Agreement by
the Trust are duly authorized and will not violate
any provision of applicable law, regulation or order
of any court, governmental or regulatory body, or any
agreement or instrument by which the Trust and the
Funds are bound.
4. INDEMNIFICATION
4.1. By the Trust. The Trust, on behalf of each Fund, shall
indemnify and hold VALIC, (including any affiliate of the
foregoing), and the directors, trustees, officers and
employees of VALIC, harmless from and against any and all
losses, damages, costs, charges, reasonable counsel fees,
payments, expenses and liabilities ("Losses") arising out of
or attributable to:
(a) the Trust's, its agent's or any Fund's refusal or
failure to comply with the provisions of this
Agreement or applicable law;
(b) the bad faith, negligence or willful misconduct of
the Trust, its agent or any Fund; or
(c) the breach of any representation or warranty of the
Trust, its agent or of any Fund hereunder, in each
case except to the extent such Losses arise out of or
are attributable to another party's breach of any
provision of this Agreement or the bad faith,
negligence or willful misconduct of another party in
performing its obligations hereunder.
4.2. By VALIC. VALIC shall indemnify and hold the Trust, each
affiliate of the Trust, each Fund and the trustees, officers
and employees of the Trust harmless from and against any and
all Losses arising out of or attributable to:
(a) VALIC's or its agent's refusal or failure to comply
with the provisions of this Agreement or applicable
law or with instructions properly given hereunder,
whether it is performing functions on behalf of the
Contracts, or providing Administrative Services;
(b) VALIC's or its agent's performance of or failure to
perform the Administrative Services;
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(c) the bad faith, negligence or willful misconduct of
VALIC or its agent, whether it is performing
functions on behalf of the Contracts, or providing
Administrative Services;
(d) VALIC's or its agent's furnishing to any Contract,
Contract owner or participant, authorized Contract
committee or Contract trustee any materially
inaccurate, misleading or untimely information
regarding any Fund or the Shares through no fault of
the Trust or any Fund; or
(e) the breach of any representation or warranty of VALIC
hereunder, in each case except to the extent such
Losses arise out of or are attributable to another
party's breach of any provision of this Agreement or
the bad faith, negligence or willful misconduct of
another party in performing its obligations
hereunder.
4.03. Acts of God. In the event that any party is unable to perform
its obligations under the terms of this Agreement because of
acts of God, strikes, equipment or transmission failure or
damage beyond its reasonable control, or other causes beyond
its reasonable control, such party shall not be liable to any
other party for any damages resulting from such failure to
perform or otherwise from such causes.
4.04. No Consequential Damages. No party to this Agreement shall be
liable to any other party for consequential damages under any
provision of this Agreement.
4.05. Claim Procedure. In order that the indemnification provisions
contained herein shall apply, upon the assertion of a claim or
loss for which any party (the "Indemnitor") may be required to
indemnify another party (the "Indemnitee"), the Indemnitee
shall promptly notify the Indemnitor of such assertion or
loss, and shall keep the Indemnitor advised with respect to
all developments concerning any such claim. The Indemnitor
shall have the option to participate at its expense with the
Indemnitee in the defense of any such claim. In the event
that there is more than one Indemnitor with respect to any
such claim, the Indemnitors shall agree as to their exercise
of this option. The Indemnitee shall in no case confess any
claim or make any compromise in any case in which the
Indemnitor may be required to indemnify it except with the
Indemnitor's prior written consent. The obligations of the
Trust and VALIC under this Section 4 shall survive the
termination of this Agreement.
5. ACKNOWLEDGMENTS
5.1. Fees Solely for Administrative Services. The parties hereto
acknowledge that the Administrative Fees are for
administrative and recordkeeping services only and do not
constitute payment in any manner for investment advisory or
distribution services or services of an underwriter or
principal underwriter within the meaning of the Securities Act
or the 0000 Xxx. The parties acknowledge that VALIC has been
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providing and will continue to provide certain services to the
Contract owners and participants as agent of the Contracts,
which, may involve, among other things, preparing
informational or promotional materials relating to their
services that may refer to the Funds and responding to
telephone inquiries from Contract owners and participants.
The parties acknowledge that the provision of such services
and any other actions of VALIC related to the Funds and not
specifically authorized herein are outside the scope of this
Agreement.
5.2. VALIC Acting as Agent for the Contracts; Supervision. The
parties acknowledge that VALIC has been selected as a provider
of administrative and recordkeeping services by the Contracts,
and that, except as provided specifically in Section 1.01(b)
hereof, VALIC will perform the Administrative Services
hereunder as an independent contractor and not as an employee
or agent of the Trust or any Fund. The parties acknowledge,
further, that neither the Trust nor any Fund undertakes to
supervise VALIC in the performance of the Administrative
Services; that neither the Trust nor any Fund shall be
responsible for the performance of the Administrative Services
by VALIC; that neither the Trust nor any Fund shall be
responsible for the accuracy of the records maintained by
VALIC for the Contracts; and that neither the Trust nor any
Fund shall be responsible for the performance of other
functions by VALIC for the Contracts and the Contracts owners
and participants. This Agreement does not entitle VALIC to
purchase any Shares for its own account.
5.3. Laws Applicable to Funds. VALIC acknowledges that the Trust is
a registered investment company under the 1940 Act, is subject
to the provisions of the 1940 Act and regulations thereunder,
and that the offer and sale of Shares of the Funds are subject
to the provisions of federal and state laws and regulations
applicable to the offer and sale of securities. The Trust
acknowledges that VALIC is not responsible for the Trust's or
any Fund's compliance with such laws and regulations. If the
Trust or any Fund notifies VALIC that a procedure or other
activity of the VALIC related to the discharge of either of
its obligations hereunder has or may have the effect of
causing the Trust or any Fund to violate any of such laws or
regulations,VALIC and the Trust, on behalf of the Funds, shall
develop a mutually agreeable alternative procedure or activity
which does not have such effect.
5.4. Agents of VALIC and the Trust. Each party shall notify the
other parties to this Agreement prior to the use of any agent.
To the extent agents perform services under this Agreement
that are the responsibility of VALIC, as the case may be,
VALIC shall be responsible for, and assume all liability for
(including any obligation for indemnification as provided in
Sections 4.02 or 4.03 hereof, as applicable), the actions and
inactions of such agents as if such services had been provided
by VALIC. Similarly, to the extent agents of the Trust
perform services under this Agreement that are the
responsibility of the Trust, the Trust shall be responsible
for, and assume all liability for (including any obligation
for indemnification as provided in Section
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4.01 hereof), the actions and inactions of such agents as if
such services had been provided by the Trust.
6. DIVERSIFICATION
The Funds will at all times invest money from the Contracts in such a
manner as to ensure that the Contracts will be treated as variable contracts
under the Internal Revenue Code and the regulations thereunder. Without
limiting the scope of the foregoing, the Funds will at all times comply with
Section 817(h) of the Code and Treasury Regulation 1.817-5, relating to the
diversification requirements for variable annuity, endowment or life insurance
contracts and any amendments or other modifications to such Section or
Regulation.
7. AMENDMENT AND TERMINATION OF AGREEMENT
7.01. Amendment. Except as otherwise provided herein, this
Agreement may be amended or modified only by a written
instrument executed by all the parties affected thereby;
provided that an amendment solely to add or remove any Fund
may be made, and shall be valid and binding, by the addition
or removal of the relevant Fund's listing on Schedule A and
its signature below without requiring the other parties'
signatures and shall be effective as of the date of execution,
unless any other party objects in writing within thirty (30)
days after receiving notice of such amendment.
7.02. Termination Without Cause. This Agreement may be terminated
by any party upon ninety (90) days written notice to each
other party.
7.03. Termination by the Trust For Cause. This Agreement may be
terminated by the Trust as to any Fund immediately upon notice
to each other party in the event that (a)VALIC becomes unable
for any reason to perform the services contemplated by this
Agreement, or (b) the performance by VALIC of the services
contemplated by this Agreement becomes in the Trust's
reasonable judgment unlawful or ceases to satisfy the Trust's
reasonable standards and so becomes unacceptable to the
terminating party.
7.04. Termination by the VALIC For Cause. This Agreement may be
terminated by VALIC immediately upon notice to the Trust in
the event that (a) the Trust becomes unable for any reason to
fulfill the obligations set forth in the Agreement or (b) the
performance by the Trust of the obligations contemplated by
this Agreement becomes, in the reasonable judgment of VALIC,
unlawful or ceases to satisfy the VALIC's reasonable standards
and so becomes unacceptable to VALIC.
7.05. Termination For Cause By Any Party. This Agreement may be
terminated by any party hereto immediately upon notice to each
other party in the event that (a) all the Funds cease to be
investment alternatives under all the Contracts, (b) the Trust
declines to accept any additional purchase or redemption
requests for Shares, (c) the
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SEC issues any stop order suspending the effectiveness of the
registration statement or prospectus of the Trust, or the
current prospectus for the Trust is not on file with the SEC
as required by section 10 of the Securities Act or (d) any
other party materially breaches this Agreement. To the extent
that any of the events enumerated in paragraphs (a) - (d) of
this Section 7.05 occurs with respect to one or more Funds,
but not with respect to all the Funds, or that the Trust, on
behalf of one or more of the Funds, but not all the Funds,
terminates this Agreement, in lieu of termination of this
Agreement the Trust shall amend Schedule A hereto with notice
to the other parties to remove the affected Funds from such
Schedule A.
7.06. Termination Procedures. Upon termination of this Agreement,
each party shall return to each other party all copies of
confidential or proprietary materials or information received
from such other party hereunder, other than materials or
information required to be retained by such party under
applicable laws or regulations. This provision shall survive
the termination of this Agreement.
8 ASSIGNMENT AND DELEGATION
8.01. Assignment and Delegation. Except as otherwise provided
herein, neither this Agreement nor any rights, duties or
obligations hereunder may be assigned or delegated by any
party without the written consent of the other parties.
8.02. Successors. This Agreement shall inure to the benefit of and
be binding upon the parties and their respective permitted
successors and assigns.
9. NOTICES
Notices hereunder shall be in writing, shall be signed by an
authorized officer, and shall be deemed to have been duly given if delivered
personally, sent by certified mail (return receipt requested), or sent by
facsimile machine in accordance with procedures established by agreement of the
Trust and VALIC, and if it is addressed to a party either at its address below
or at a changed address specified by it in a notice to the other parties
hereto:
Trust: AMERICAN GENERAL SERIES PORTFOLIO COMPANY 3
Service Provider: THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
cc: Xxxxxxx X. Xxxxx, Esq.
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10. MISCELLANEOUS
10.01. Texas Law to Apply. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with
the laws of The State of Texas, without regard to conflicts of
laws principles.
10.02. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto and supersedes any prior
agreement with respect to the subject matter hereof whether
oral or written. All exhibits and schedules hereto, as
amended from time to time, are incorporated herein and made a
part hereof. References herein to exhibits and schedules
refer to such exhibits and schedules as so amended. Nothing
contained in this Agreement is intended to convey rights to
any third parties.
10.03. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original document and
all of which together shall be deemed one and the same
instrument.
10.04. Limitation of Liability of the Trust, Trustees and
Shareholders. It is understood and expressly stipulated that
none of the trustees, officers, agents, or shareholders of the
Trust or any Fund shall be personally liable hereunder. It is
understood and acknowledged that all persons dealing with the
Trust or any Fund must look solely to the property of such
Fund for the enforcement of any claims against such Fund as
neither the trustees, directors, officers, agents or
shareholders assume any personal liability for obligations
entered into on behalf of any Fund. No Fund shall be liable
for the obligations or liabilities of any other Fund.
10.05. Headings. The headings contained in this Agreement are for
purposes of convenience only and shall not affect the meaning
or interpretation of this Agreement.
10.06. Severability. If any provision or portion of this Agreement
shall be determined to be invalid or unenforceable for any
reason, the remaining provisions and portions of the Agreement
shall be unaffected thereby and shall remain in full force and
effect to the fullest extent by law.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.
AMERICAN GENERAL SERIES PORTFOLIO COMPANY 3
By:
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Name:
------------------------------------
Title:
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THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By:
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Name:
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Title:
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SCHEDULE A
LIST OF AMERICAN GENERAL SERIES PORTFOLIO COMPANY 3
FUNDS COVERED BY THE AGREEMENT
American General International Growth Fund
American General Large Cap Growth Fund
American General Mid Cap Growth Fund
American General Small Cap Growth Fund
American General International Value Fund
American General Large Cap Value Fund
American General Mid Cap Value Fund
American General Small Cap Value Fund
American General Socially Responsible Fund
American General Balanced Fund
American General High Yield Bond Fund
American General Strategic Bond Fund
American General Domestic Bond Fund
American General Core Bond Fund
American General Money Market Fund
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SCHEDULE B
THE ADMINISTRATIVE SERVICES
1. VALIC shall maintain adequate records for each Contract
reflecting Shares purchased and redeemed, including the date, price and number
of Shares purchased, redeemed or exchanged; dividend reinvestment dates and
amounts of dividends paid for at least the current year to date; records of
distributions and dividend payments; Share transfers; investment allocation
changes; and overall control records. Such records shall be preserved,
maintained and made available in accordance with the provisions of applicable
law and regulations, and copies or, if required, originals shall be surrendered
promptly to the Trust on and in accordance with its request. Records
surrendered hereunder shall be in machine readable form, except to the extent
that such records have been maintained only in paper form.
2. VALIC shall disburse or credit to the Contracts, and maintain
records of, all proceeds of Share redemptions and distributions not reinvested
in Shares.
3. VALIC shall cause and oversee the timely and accurate transfer
of funds in connection with Contract accounts with the Funds.
4. VALIC shall prepare and deliver periodic account statements to
the Contract owners and participants showing for each Contract the total number
of Shares held as of the statement closing date, purchases and redemptions of
Shares during the statement period, and dividends and other distributions paid
during the statement period (whether paid in cash or reinvested in Shares),
including dates and prices for all transactions.
5. Subject to the terms of the agreements with each Contract, and
to the extent required by applicable law, VALIC shall deliver or cause the
delivery of prospectuses, proxy materials (where pass-through voting is
required), periodic reports to Contract owners and participants, and other
materials provided to VALIC by the Trust on behalf of the Funds.
6. VALIC shall transmit Requests to the Trust and, in accordance
with applicable law, send to the Contract owners and participants confirmations
related to the processing of Instructions and Requests.
7. VALIC shall maintain daily and monthly purchase summaries
(expressed in both Share and dollar amounts) for each Contract.
8. VALIC shall use its best efforts to arrange for payment for
net purchases of Shares attributable to all Requests executed prior to 4:00 PM
on a given Business Day to be wired to the Trust by 12:00 PM (noon) central
time the first Business Day following receipt of such orders. The Trust states
that it will use its best efforts to arrange for payment for net redemptions
for Shares
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attributable to all orders executed prior to 4:00 PM on a given Business Day to
be wired by 12:00 PM (noon) Eastern time the first Business Day following
receipt of such orders by the Trust.
9. VALIC shall transmit to the Trust, or to any Fund designated
by the Trust, such occasional and periodic reports as the Trust shall
reasonably request from time to time to enable it or such Fund to comply with
applicable laws and regulations.
10. VALIC shall establish a voice response system and make
customer services representatives accessible to respond to Contract owners' and
participants' inquires regarding, among other things, Share prices, account
balances, dividend amounts and dividend payment dates and information changes
concerning a Contract, or Contract owner or participant.
11. VALIC shall provide average cost basis reporting to Contract
owners and participants to assist them in preparing their income tax returns.
12. VALIC shall prepare and file with the appropriate governmental
agencies such tax-related information, returns and reports as are required
under applicable laws or regulations to be filed for reporting (a) dividends
and other distributions, (b) amounts withheld on dividends and other
distributions and payments, and (c) gross proceeds of sales transactions.
13. VALIC shall assist with the solicitation of proxies from
Contract owners and participants, as requested from time to time by the Trust.
14. VALIC shall establish Internet access for Contract owners and
participants to view account balances and perform certain limited transactions,
as determined by VALIC.
15. VALIC shall perform all testing and Contract compliance
services, including consulting on proposed Contract amendments, determining
Contract eligibility, calculating Contract service, vesting, and processing
forfeitures.
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SCHEDULE C
THE ADMINISTRATIVE FEES
The Trust, on behalf of the Funds, will pay VALIC a monthly fee at an
annualized rate of .25 percent (25 basis points) with respect to the Funds
listed on Schedule A, of the average daily account balance during the month for
each account for which VALIC performs Administrative Services. If VALIC begins
or ceases to perform Administrative Services during the month, such fee shall
be prorated according to the proportion which such portion of the month bears
to the full month.
