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EXHIBIT 9(a)
TRANSFER AGENCY AND SERVICE AGREEMENT
between
AMERICAN GENERAL SERIES PORTFOLIO COMPANY 2
and
NATIONAL FINANCIAL DATA SERVICES, INC.
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TABLE OF CONTENTS
Page
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1. Terms of Appointment; Duties of NFDS...............................1
2. Fees and Expenses..................................................4
3. Representations and Warranties of NFDS.............................4
4. Representations and Warranties of the Fund.........................5
5. Wire Transfer Operating Guidelines.................................6
6. Data Access and Proprietary Information............................7
7. Indemnification....................................................9
8. Standard of Care..................................................10
9. Year 2000.........................................................10
10. Confidentiality...................................................11
11. Covenants of the Fund and NFDS....................................11
12. Termination of Agreement..........................................12
13. Additional Funds..................................................12
14. Assignment........................................................12
15. Amendment.........................................................13
16. Massachusetts Law to Apply........................................13
17. Force Majeure.....................................................13
18. Consequential Damages.............................................13
19. Merger of Agreement...............................................13
20. Counterparts......................................................13
21. Reproduction of Documents.........................................14
22. Limitations of Liability of the Trustees and Shareholders ........14
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TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 7th day of October, 1998, by and between AMERICAN
GENERAL SERIES PORTFOLIO COMPANY 2, a Delaware business trust, having its
principal office and place of business at 0000 Xxxxx Xxxxxxx, Xxxxxxx, Xxxxx
00000-0000 (the "Fund"), NATIONAL FINANCIAL DATA SERVICES, INC., a
Massachusetts corporation having its principal office and place of business at
0000 Xxxxxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000-0000 ("NFDS").
WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS, the Fund intends to initially offer shares in twenty-three (23) series,
such series shall be named in the attached Schedule A which may be amended by
the parties from time to time (each such series, together with all other series
subsequently established by the Fund and made subject to this Agreement in
accordance with Article 13, being herein referred to as a "Portfolio", and
collectively as the "Portfolios");
WHEREAS, each Portfolio may issue several classes of shares, as may now exist
and may hereafter be established (each class, together with all other classes
subsequently established by the Fund and made subject to this Agreement in
accordance with Article 13, being referred to as a "Class," and collectively as
"Classes"); and
WHEREAS, the Fund on behalf of the Portfolios desires to appoint NFDS as its
transfer agent, dividend disbursing agent, custodian of certain retirement plans
and agent in connection with certain other activities, and NFDS desires to
accept such appointment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Terms of Appointment; Duties of NFDS
1.1 Subject to the terms and conditions set forth in this Agreement, the
Fund, on behalf of the Portfolios, hereby employs and appoints NFDS
to act as, and NFDS agrees to act as its transfer agent for the
Fund's authorized and issued shares of its beneficial interest,
$0.01 par value, ("Shares"), dividend disbursing agent and agent in
connection with any accumulation, open-account or similar plans
provided to the shareholders of each of the respective Portfolios of
the Fund ("Shareholders") and set out in the currently effective
prospectus and statement of additional information ("prospectus") of
the Fund on behalf of the applicable Portfolio, including without
limitation any periodic investment plan or periodic withdrawal
program.
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1.2 NFDS agrees that it will perform the following services:
(a) In accordance with procedures established from time to time
by the Fund on behalf of each of the Portfolios, as
applicable or by agreement between the Fund and NFDS, NFDS
shall:
(i) Receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and
appropriate documentation thereof to the Custodian
of the Fund authorized pursuant to the Agreement
and Declaration of Trust of the Fund (the
"Custodian");
(ii) Pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the
appropriate Shareholder account;
(iii) Receive for acceptance redemption requests and
redemption directions and deliver the appropriate
documentation thereof to the Custodian;
(iv) In respect to the transactions in items (i), (ii)
and (iii) above, VALIC Retirement Services Company,
shall execute transactions directly with
broker-dealers authorized by the Fund;
(v) At the appropriate time as and when it receives
monies paid to it by the Custodian with respect to
any redemption, pay over or cause to be paid over
in the appropriate manner such monies as instructed
by the redeeming Shareholders;
(vi) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(vii) Prepare and transmit or credit to Shareholders'
accounts payments for dividends and distributions
declared by the Fund on behalf of the applicable
Portfolio;
(viii) Issue replacement certificates for those
certificates alleged to have been lost, stolen or
destroyed upon receipt by NFDS of indemnification
satisfactory to NFDS and protecting NFDS and the
Fund, and NFDS at its option, may issue replacement
certificates in place of mutilated stock
certificates upon presentation thereof and without
such indemnity;
(ix) Maintain records of account for and advise the Fund
and its Shareholders as to the foregoing; and
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(x) Record the issuance of shares of the Fund
and maintain pursuant to SEC Rule 17Ad-10(e) a
record of the total number of shares of the Fund
which are authorized, based upon data provided to
it by the Fund, and issued and outstanding. NFDS
shall also provide the Fund and/or its agent on a
daily basis with the total number of Shares which
are authorized and issued and outstanding and shall
have no obligation, when recording the issuance of
Shares, to monitor the issuance of such Shares or
to take cognizance of any laws relating to the
issue or sale of such Shares, which functions shall
be the sole responsibility of the Fund.
(b) In addition to and neither in lieu nor in contravention
of the services set forth in the above paragraph (a), NFDS
will: (i) perform the customary services of a transfer
agent, dividend disbursing agent, and agent in connection
with accumulation, open-account or similar plans (including,
without limitation, any periodic investment plan or periodic
withdrawal program) of a registered open-end management
investment company, including, but not limited to,
maintaining all Shareholder accounts, preparing Shareholder
meeting lists, mailing Shareholder proxies, Shareholder
reports and prospectuses to current Shareholders,
withholding taxes on U.S. resident and non-resident alien
accounts, preparing and filing U.S. Treasury Department
Forms 1099 and other appropriate forms required with respect
to dividends, distributions and sales of Shares, by federal
authorities for all Shareholders, preparing and mailing
Shareholders' annual notice of dividends and capital gains
distributions, preparing and mailing confirmation forms and
statements of accounts to Shareholders for all purchases and
redemptions of Shares, and other confirmable transactions in
Shareholder accounts, preparing and mailing activity
statements to Shareholders for purposes of capital gains
reporting, and providing Shareholder account information;
and (ii) provide a system which will enable the Fund, or its
agent, to monitor the total number of Shares purchased and
redeemed in each State.
(c) In addition, the Fund, or its agent, shall (i) identify to
NFDS in writing those transactions and assets to be treated
as exempt from blue sky reporting for each State and (ii)
verify the establishment of transactions for each State on
the system prior to activation and thereafter monitor the
daily activity for each State. The responsibility of NFDS
for the Fund's blue sky State registration status is solely
limited to the initial establishment of transactions subject
to blue sky compliance by the Fund, or its agent, and the
reporting of such transactions to the Fund, or its agent, as
provided above.
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(d) Procedures as to who shall provide certain of these services
in Section 1 may be established from time to time by
agreement between the Fund on behalf of each Portfolio and
NFDS per the attached service responsibility schedule. NFDS
may at times perform only a portion of these services and
the Fund or its agent may perform these services on the
Fund's behalf.
(e) NFDS shall provide additional services on behalf of the Fund
(e.g., escheatment services) which may be agreed upon in
writing between the Fund and NFDS.
2. Fees and Expenses
2.1 For the performance by NFDS pursuant to this Agreement, the Fund
agrees on behalf of each of the Portfolios to pay NFDS an annual
maintenance fee for each Shareholder account as set out in the
initial fee schedule attached hereto. Such fees and out-of-pocket
expenses and advances identified under Section 2.2 below may be
changed from time to time subject to mutual written agreement between
the Fund and NFDS.
2.2 In addition to the fee paid under Section 2.1 above, the Fund agrees
on behalf of each of the Portfolios to reimburse NFDS for
out-of-pocket expenses, including but not limited to confirmation
production, postage, forms, telephone, microfilm, microfiche, mailing
and tabulating proxies, records storage, or advances incurred by NFDS
for the items set out in the fee schedule attached hereto. In
addition, any other expenses incurred by NFDS at the request or with
the consent of the Fund, will be reimbursed by the Fund on behalf of
the applicable Portfolio.
2.3 The Fund agrees on behalf of each of the Portfolios to pay all fees
and reimbursable expenses within thirty days following the receipt of
the respective billing notice. Postage for mailing of dividends,
proxies, Fund reports and other mailings to all shareholder accounts
shall be advanced to NFDS by the Fund at least seven (7) days prior
to the mailing date of such materials.
3. Representations and Warranties of NFDS
NFDS represents and warrants to the Fund that:
3.1 It is a corporation duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.
3.2 It is empowered under applicable laws and by its Agreement and
Declaration of Trust and By-Laws to enter into and perform this
Agreement.
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3.3 All corporate proceedings required by said Agreement and Declaration
of Trust and By-Laws have been taken to authorize it to enter into
and perform this Agreement.
3.4 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
3.5 It is, and will continue to be, a registered transfer agent.
3.6 It has and will maintain a sufficient disaster recovery program that
complies with all federal and state laws and regulations, as well as
of the rules of any applicable organization to NFDS belongs.
3.7 It will provide, at least annually, a SAS 70 report to the Fund. Such
reports, may be, in turn, provided to the Fund's outside auditors and
other interested parties in determining regulatory compliance with
industry standard processing and control procedures.
4. Representations and Warranties of the Fund
The Fund represents and warrants to NFDS that:
4.1 It is a business trust duly organized and existing and in good
standing under the laws of the State of Delaware.
4.2 It is empowered under applicable laws and by its Agreement and
Declaration of Trust and By-Laws to enter into and perform this
Agreement.
4.3 All proceedings required by said Agreement and Declaration of Trust
and By-Laws have been taken to authorize it to enter into and perform
this Agreement.
4.4 It is an open-end diversified management investment company
registered under the Investment Company Act of 1940, as amended.
4.5 A registration statement under the Securities Act of 1933, as amended
on behalf of the Fund has been filed with the Securities and Exchange
Commission and is currently effective and will remain effective, and
appropriate state securities law filings have been made and will
continue to be made, with respect to all Shares of the Fund being
offered for sale.
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5. Wire Transfer Operating Guidelines/Articles 4A of the Uniform
Commercial Code
5.1 NFDS is authorized to promptly debit the appropriate Fund account(s)
upon the receipt of a payment order in compliance with the selected
security procedure (the "Security Procedure") chosen for funds
transfer and in the amount of money that NFDS has been instructed to
transfer. NFDS shall execute payment orders in compliance with the
Security Procedure and with the Fund instructions on the execution
date provided that such payment order is received by the customary
deadline (presently 3:00 P.M. Eastern Time) for processing such a
request, unless the payment order specifies a later time. All payment
orders and communications received after this the customary deadline
will be deemed to have been received the next business day.
5.2 The Fund acknowledges that the Security Procedure it has designated
on the Fund Selection Form was selected by the Fund from security
procedures offered by NFDS. The Fund shall restrict access to
confidential information relating to the Security Procedure to
authorized persons as communicated to NFDS in writing. The Fund must
notify NFDS immediately if it has reason to believe unauthorized
persons may have obtained access to such information or of any change
in the Fund's authorized personnel. NFDS shall verify the
authenticity of all Fund instructions according to the Security
Procedure.
5.3 NFDS shall process all payment orders on the basis of the account
number contained in the payment order. In the event of a discrepancy
between any name indicated on the payment order and the account
number, the account number shall take precedence and govern.
5.4 NFDS reserves the right to decline to process or delay the processing
of a payment order which (a) is in excess of the collected balance in
the account to be charged at the time of NFDS' receipt of such
payment order; (b) if initiating such payment order would cause NFDS,
in NFDS' sole judgement, to exceed any volume, aggregate dollar,
network, time, credit or similar limits which are applicable to NFDS;
or (c) if NFDS, in good faith, is unable to satisfy itself that the
transaction has been properly authorized.
5.5 NFDS shall use reasonable efforts to act on all authorized requests
to cancel or amend payment orders received in compliance with the
Security Procedure provided that such requests are received in a
timely manner affording NFDS reasonable opportunity to act. NFDS
shall not be held liable if, despite NFDS's exhaustion of reasonable
efforts, the request for amendment or cancellation cannot be
satisfied.
5.6 NFDS shall assume no responsibility for failure to detect any
erroneous payment order, unless NFDS knew or should have known that
the payment order was erroneous, and provided that NFDS complied with
the payment order instructions as received and
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NFDS complied with the Security Procedure. NFDS represents to the
Fund that the Security Procedure is established for the purpose of
authenticating payment orders only and not for the detection of
errors in payment orders.
5.7 NFDS shall assume no responsibility for lost interest with respect to
the refundable amount of any unauthorized payment order, unless NFDS
is notified of the unauthorized payment order within thirty (30) days
of notification by NFDS of the acceptance of such payment order. In
no event (including failure to execute a payment order) shall NFDS be
liable for special, indirect or consequential damages, even if
advised of the possibility of such damages.
5.8 When the Fund initiates or receives Automated Clearing House credit
and debit entries pursuant to these guidelines and the rules of the
National Automated Clearing House Association and the New England
Clearing House Association, NFDS will act as an Originating
Depository Financial Institution and/or receiving depository
Financial Institution, as the case may be, with respect to such
entries. Credits given by NFDS with respect to an ACH credit entry
are provisional until NFDS receives final settlement for such entry
from the Federal Reserve Bank. If NFDS does not receive such final
settlement, the Fund agrees that NFDS shall receive a refund of the
amount credited to the Fund in connection with such entry, and the
party making payment to the Fund via such entry shall not be deemed
to have paid the amount of the entry.
5.9 Confirmation of State Street Bank and Trust Company's (the "Bank's")
execution of payment orders shall ordinarily be provided within
twenty four (24) hours notice of which may be delivered through NFDS'
proprietary information systems, or by facsimile or call-back. Fund
must report any objections to the execution of an order within thirty
(30) days.
6. Data Access and Proprietary Information
6.1 The Fund acknowledges that the data bases, computer programs, screen
formats, report formats, interactive design techniques, and
documentation manuals furnished to the Fund by NFDS as part of the
Fund's ability to access certain Fund-related data ("Customer Data")
maintained by NFDS on data bases under the control and ownership of
NFDS ("Data Access Services") constitute copyrighted, trade secret,
or other proprietary information (collectively, "Proprietary
Information") of substantial value to NFDS or other third party. In
no event shall Proprietary Information be deemed Customer Data. The
Fund agrees to treat all Proprietary Information as proprietary to
NFDS and further agrees that it shall not divulge any Proprietary
Information to any person or organization except as may be provided
hereunder. Without limiting the foregoing, the Fund agrees for itself
and its employees and agents:
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(a) to access Customer Data solely from locations as may be
designated in writing by NFDS and solely in accordance with
NFDS' applicable user documentation;
(b) to refrain from copying or duplicating in any way the
Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion
of the Proprietary Information, and if such access is
inadvertently obtained, to inform in a timely manner of such
fact and dispose of such information in accordance with
NFDS' instructions;
(d) to refrain from causing or allowing the data acquired
hereunder from being retransmitted to any other computer
facility or other location, except with the prior written
consent of NFDS;
(e) that the Fund shall have access only to those authorized
transactions (e.g. look-ups) agreed upon by the parties;
(f) to honor all reasonable written requests made by NFDS to
protect at NFDS' expense the rights of NFDS in Proprietary
Information at common law, under federal copyright law and
under other federal or state law.
6.2 If the Fund notifies NFDS that any of the Data Access Services do not
operate in material compliance with the most recently issued user
documentation for such services, NFDS shall endeavor in a timely
manner to correct such failure. Organizations from which NFDS may
obtain certain data (i.e., NSCC, 401(k) third party administrators
included in the Data Access Services are solely responsible for the
contents of such data and the Fund agrees to make no claim against
NFDS arising out of the contents of such third-party data, including,
but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND
ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION
THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. NFDS
EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED
HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.3 If the transactions available to the Fund include the ability to
originate electronic instructions to NFDS in order to (i) effect the
transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information, then in such event NFDS shall be
entitled to rely on the validity and authenticity of such instruction
without undertaking any further inquiry as long as such instruction
is undertaken in conformity with security procedures established by
NFDS from time to time.
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Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 6. The obligations of this Section shall
survive any earlier termination of this Agreement.
7. Indemnification
7.1 NFDS shall not be responsible for, and the Fund shall on behalf of
the applicable Portfolio indemnify and hold NFDS and with respect to
Section 7.1(f) herein, also the Bank, harmless from and against, any
and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to:
(a) all actions of NFDS or its agents or subcontractors required
to be taken pursuant to this Agreement, provided that such
actions are taken in good faith and without negligence or
willful misconduct;
(b) the Fund's lack of good faith, negligence or willful
misconduct which arise out of the breach of any
representation or warranty of the Fund hereunder;
(c) the reliance on or use by NFDS or its agents or
subcontractors of information, records, documents or
services which (i) are received by NFDS or its agents or
subcontractors, and (ii) have been prepared, maintained or
performed by the Fund or any other person or firm on behalf
of the Fund including but not limited to any previous
transfer agent or registrar;
(d) the reliance on, or the carrying out by NFDS or its agents
or subcontractors of any instructions or requests of the
Fund on behalf of the applicable Portfolio;
(e) the offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be
registered or in violation of any stop order or other
determination or ruling by any federal or any state agency
with respect to the offer or sale of such Shares;
(f) the negotiations and processing of checks made payable to
prospective or existing Shareholders tendered to NFDS for
the purchase of Shares, such checks are commonly known as
"third party checks"; and
(g) upon the Fund's request entering into any agreements
required by the National Securities Clearing Corporation
(the "NSCC") required by the NSCC for the transmission of
Fund or Shareholder data through the NSCC clearing systems.
7.2 At any time NFDS may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any
matter arising in connection with the
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services to be performed by NFDS under this Agreement, and NFDS and
its agents or subcontractors shall not be liable and shall be
indemnified by the Fund on behalf of the applicable Portfolio for any
action taken or omitted by it in reliance upon such instructions or
upon the opinion of such counsel. NFDS, its agents and subcontractors
shall be protected and indemnified in acting upon any paper or
document, reasonably believed to be genuine and to have been signed
by the proper person or persons, or upon any instruction,
information, data, records or documents provided NFDS or its agents
or subcontractors by machine readable input, telex, CRT data entry or
other similar means authorized by the Fund, and shall not be held to
have notice of any change of authority of any person, until receipt
of written notice thereof from the Fund. NFDS, its agents and
subcontractors shall also be protected and indemnified in recognizing
stock certificates which are reasonably believed to bear the proper
manual or facsimile signatures of the officers of the Fund, and the
proper countersignature of any former transfer agent or former
registrar, or of a co-transfer agent or co-registrar.
7.3 In order that the indemnification provisions contained in this
Section 7 shall apply, upon the assertion of a claim for which the
Fund may be required to indemnify NFDS, NFDS shall promptly notify
the Fund of such assertion, and shall keep the Fund advised with
respect to all developments concerning such claim. The Fund shall
have the option to participate with NFDS in the defense of such claim
or to defend against said claim in its own name or in the name of
NFDS. NFDS shall in no case confess any claim or make any compromise
in any case in which the Fund may be required to indemnify NFDS
except with the Fund's prior written consent.
8. Standard of Care
NFDS shall at all times act in good faith and agrees to use its best
efforts within reasonable limits to insure the accuracy of all
services performed under this Agreement, but assumes no
responsibility and shall not be liable for loss or damage due to
errors unless said errors are caused by its negligence, bad faith, or
willful misconduct or that of its employees.
9. Year 2000
NFDS will take reasonable steps to ensure that its products (and
those of its third-party suppliers) reflect the available technology
to offer products that are Year 2000 ready, including, but not
limited to, century recognition of dates, calculations that correctly
compute same century and multi century formulas and date values, and
interface values that reflect the date issues arising between now and
the next one-hundred years, and if any changes are required, NFDS
will make the changes to its products at a price to be agreed upon by
the parties and in a commercially reasonable time frame and will
require third-party suppliers to do likewise.
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10. Confidentiality
10.1 NFDS and the Fund agree that all books, records, information and data
pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required by law.
10.2 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, NFDS will endeavor to notify the
Fund and to secure instructions from an authorized officer of the
Fund as to such inspection. NFDS reserves the right, however, to
exhibit the Shareholder records to any person whenever it is advised
by its counsel that it may be held liable for the failure to exhibit
the Shareholder records to such person.
11. Covenants of the Fund and NFDS
11.1 The Fund shall on behalf of each of the Portfolios promptly furnish
to NFDS the following:
(a) A certified copy of the resolution of the Board of Trustees
of the Fund authorizing the appointment of NFDS and the
execution and delivery of this Agreement.
(b) A copy of the Agreement and Declaration of Trust and By-Laws
of the Fund and all amendments thereto.
11.2 NFDS hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of Share
certificates, check forms and facsimile signature imprinting devices,
if any; and for the preparation or use, and for keeping account of,
such certificates, forms and devices.
11.3 NFDS shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable, however,
all such records shall comply in both form and substance with all
applicable statutes and regulations including, but not limited to,
Section 31 of the Investment Company Act of 1940 and Rule 31a-1
thereunder, and/or their successors, replacements or equivalents.
NFDS agrees that all such records prepared or maintained by NFDS
relating to the services performed by NFDS hereunder are the property
of the Fund and will be preserved, maintained and made available in
accordance with such Section and Rules, and will be surrendered
promptly to the Fund on and in accordance with its request.
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11.4 In the event that any requests or demands are made for the inspection
of the Shareholder records of the Fund, other than request for records
of Shareholders pursuant to standard subpoenas from state or federal
government authorities (i.e., divorce and criminal actions), NFDS will
endeavor to notify the Fund and to secure instructions from an
authorized officer of the Fund as to such inspection. NFDS expressly
reserves the right, however, to exhibit the Shareholder records to any
person whenever it is advised by counsel that it may be held liable for
the failure to exhibit the Shareholder records to such person.
12. Termination of Agreement
12.1 This Agreement may be terminated by either party upon one hundred
twenty (120) days written notice to the other.
12.2 Should the Fund exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be
borne by the Fund on behalf of the applicable Portfolio(s).
Additionally, NFDS reserves the right to charge for any other
reasonable expenses associated with such termination and a charge
equivalent to the average of one (1) month's fees.
13. Additional Funds
In the event that the Fund establishes one or more series of Shares, in
addition to those named in Schedule A, or one or more Classes, in
addition to those named in the attached Schedule A, with respect to
which it desires to have NFDS render services as transfer agent under
the terms hereof, it shall so notify NFDS in writing, and if NFDS
agrees in writing to provide such services, such series of Shares shall
become a Portfolio hereunder.
14. Assignment
14.1 Except as provided in Section 14.3 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party
without the written consent of the other party.
14.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
14.3 NFDS may, without further consent on the part of the Fund, subcontract
for the performance hereof with (i) Boston Financial Data Services,
Inc., a Massachusetts corporation ("BFDS") which is duly registered as
a transfer agent pursuant to Section 17A(c)(2) of the Securities
Exchange Act of 1934, as amended ("Section 17A(c)(2)"),
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(ii) a BFDS subsidiary duly registered as a transfer agent pursuant
to Section 17A(c)(2) or (iii) a BFDS affiliate; provided, however,
that NFDS shall be as fully responsible to the Fund for the acts and
omissions of any subcontractor as it is for its own acts and
omissions.
15. Amendment
This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution
of the Board of Trustees of the Fund.
16. Massachusetts Law to Apply
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth
of Massachusetts.
17. Force Majeure
In the event either 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 control, or
other unforeseeable causes beyond its control, such party shall not
be liable for damages to the other for any damages resulting from
such failure to perform or otherwise from such actions.
18. Consequential Damages
Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement or
for any consequential damages arising out of any act or failure to
act hereunder.
19. Merger of 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.
20. Counterparts
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
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21. Reproduction of Documents
This Agreement and all schedules, exhibits, attachments and
amendments hereto may be reproduced by any photographic, photostatic,
microfilm, micro-card, miniature photographic or other similar
process. The parties hereto each agree that any such reproduction
shall be admissible in evidence as the original itself in any
judicial or administrative proceeding, whether or not the original is
in existence and whether or not such reproduction was made by a party
in the regular course of business, and that any enlargement,
facsimile or further reproduction shall likewise be admissible in
evidence.
22. Limitations of Liability of the Trustees and Shareholders
The Fund acknowledges and agrees that, as provided by Section 8.1 of
the Fund's Agreement and Declaration of Trust, this Agreement is
executed on behalf of the Fund or the Trustees of the Fund 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 Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of
the Fund 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 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 2
BY:
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ATTEST:
-------------------------
NATIONAL FINANCIAL DATA SERVICES,
INC.
BY:
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ATTEST:
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18
NATIONAL FINANCIAL DATA SERVICES, INC.
FUND SERVICE RESPONSIBILITIES *
Service Performed Responsibility
----------------- --------------
NFDS Fund
---- ----
1. Receives orders for the purchase X
of Shares.
2. Issue Shares and hold Shares in X Shareholders accounts.
3. Receive redemption requests. X
4. Effect transactions 1-3 above X directly with broker-dealers.
5. Pay over monies to redeeming X Shareholders.
6. Effect transfers of Shares. X
7. Prepare and transmit dividends X and distributions.
8. Issue Replacement Certificates. X
9. Reporting of abandoned property. X
10. Maintain records of account. X
11. Maintain and keep a current and X
accurate control book for each
issue of securities.
12. Mail proxies. X
13. Mail Shareholder reports. X
14. Mail prospectuses to current X Shareholders.
15. Withhold taxes on U.S. resident and non-resident X alien accounts and
promptly remit, as required under applicable laws, to government taxing
authorities.
19
Service Performed Responsibility
----------------- --------------
NFDS Fund
---- ----
16. Prepare and file U.S. Treasury Department forms. X
17. Prepare and mail account and X
confirmation statements for
Shareholders.
18. Provide Shareholder account information. X
19. Blue sky reporting. X
* Such services are more fully described in Section 1.2 (a), (b) and (c) of the
Agreement.
AMERICAN GENERAL SERIES PORTFOLIO
COMPANY 2
BY:
--------------------------------------
ATTEST:
-------------------------
NATIONAL FINANCIAL DATA SERVICES,
INC.
BY:
--------------------------------------
ATTEST:
-------------------------
20
SCHEDULE A
The following Funds are structured as four share classes. The classes are A,B,
Institutional I and Institutional II. Funds marked with an * are structured as
two classes only, A and B.
American General International Value Fund American General International Growth Fund
American General Large Cap Value Fund American General Large Cap Growth Fund
American General Mid Cap Value Fund American General Mid Cap Growth Fund
American General High Yield Bond Fund American General Small Cap Value Fund
American General Small Cap Growth Fund American General Balanced Fund
American General Socially Responsible Fund American General Domestic Bond Fund
American General Money Market Fund American General Aggressive Lifestyle Fund
American General Conservative Lifestyle Fund American General Core Bond Fund
American General Moderate Lifestyle Fund American General Strategic Bond Fund
American General Municipal Money Market Fund*
American General Small Cap Index Fund*
American General S&P 500 Index Fund*
American General Municipal Bond Fund*
American General Mid Cap Index Fund*
