Exhibit 8(c)(ii)
ADMINISTATIVE SERVICES AGREEMENT
THIS AGREEMENT ("Agreement") made as of this 23rd day of March, 2012, is by and
between AMERICAN BEACON ADVISORS, INC., a Delaware corporation ("Adviser"),
AMERICAN BEACON FUNDS, a Massachusetts business trust (the "Trust") acting
solely on behalf of each of its series, severally and not jointly, listed on
Schedule One hereto as such schedule may be amended from time to time (each
such series hereinafter referred to as the "Fund") and THE VARIABLE ANNUITY
LIFE INSURANCE COMPANY, a Texas corporation ("VALIC").
It is understood and agreed that (a) this document shall constitute a
separate agreement between the parties and each Fund in Schedule One hereto, as
if each Fund had executed a separate document naming only itself as the Fund (a
"Separate Agreement"), and (b) no Fund shall have any liability for the
obligations of any other Fund.
WITNESSETH:
WHEREAS, each of the investment companies listed on Schedule One hereto
("Schedule One," as the same may be amended from time to time), is
registered as an open-end management investment company 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
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
March 23, 2012, among VALIC, the Trust, and the Adviser (the "Participation
Agreement," as the same may be amended from time to time); and
WHEREAS, Adviser provides, among other things, investment advisory and/or
administrative services to the Trust; and
WHEREAS, Adviser desires VALIC to provide the administrative services
specified in the attached Exhibit A ("Administrative 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
Administrative 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 Administrative 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 Administrative Services, including Section 31 of the 1940
Act, and will otherwise comply with all laws, rules and regulations
applicable to the Administrative 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 Adviser or its
representatives (which representatives, include, without limitation, its
auditors, legal counselor and Foreside Fund Services, LLC (the
"Underwriter"), as the case may be), to enable Adviser or its
representatives to monitor and review the Administrative 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 Adviser, 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 Administrative
Services.
4. VALIC may contract with or establish relationships with other parties for
the provision of the Administrative 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 Adviser 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 Administrative Services and other
obligations set forth in this Agreement.
7. The provisions of the Agreement shall in no way limit the authority of the
Adviser, 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.
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8. In consideration of the performance of the Administrative Services by
VALIC, beginning on the date hereof, Adviser agrees to pay VALIC a
quarterly amount that is equal on an annual basis to thirty-five basis
points (0.35%) of the average daily net assets of the Fund held in the
Contracts. The foregoing fee will be paid by Adviser to VALIC within 30
days of the end of each calendar quarter, without demand or notice by VALIC.
Notwithstanding anything in this Agreement or the Participation Agreement
appearing to the contrary, the payments by Adviser to VALIC relate solely
to the performance by VALIC of the Administrative Services described herein
only, and do not constitute payment in any manner for 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.
9. VALIC shall indemnify and hold harmless the Fund, Adviser and Underwriter
and each of their respective 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
Administrative Services under this Agreement.
10. This Agreement may be terminated without penalty at any time by VALIC or by
Adviser 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, Adviser 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 Administrative Services with respect to such
amounts in conformity with this Agreement or 2) one hundred and eighty
(180) calendar days from date of termination. 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 Adviser under this
Agreement are not binding upon the Trust or the Fund, upon any of their
Board members or upon any Contract Owners of the Trust or Fund.
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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 Adviser, Underwriter 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, Adviser 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 Adviser.
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.
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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: /s/ Xxxxxx X. Xxxx
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Authorized Signatory
Xxxxxx X. Xxxx, Vice President
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Print or Type Name and Title
AMERICAN BEACON ADVISORS, INC.
By: /s/ X. X. Xxxxxxxx
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Authorized Signatory
Xxxxxxx X. Xxxxxxxx, Chief Operating Officer
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Print or Type Name and Title
AMERICAN BEACON FUNDS, ACTING SOLELY
ON BEHALF OF EACH OF ITS SERIES LISTED ON
SCHEDULE ONE HERETO, SEVERALLY AND NOT JOINTLY
By: /s/ Xxxxxxxx X. Xxxxx
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Authorized Signatory
Vice President / Secretary
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Print or Type Name and Title
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SCHEDULE ONE
INVESTMENT COMPANY NAME: SERIES NAME:
------------------------ ----------------------------------------------
American Beacon Funds American Beacon Holland Large Cap Growth Fund
(Investor Class)
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SCHEDULE TWO
LIST OF CONTRACTS
.. Portfolio Director Series
.. Equity Director Series
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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 Administrative 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. 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.
3. 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.
4. Transmit to the Fund's transfer agent purchase and redemption orders on
behalf of Contract Owners.
5. Upon request, provide to the Fund, or to the transfer agent for the Fund, 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 its
Underwriter to comply with any applicable State Blue Sky requirements.
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