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EXHIBIT 6(A)
DISTRIBUTION AGREEMENT
Between
AMERICAN GENERAL SERIES PORTFOLIO COMPANY
and
THE VARIABLE ANNUITY MARKETING COMPANY
Amended and Restated as of June 1, 1996
THIS AGREEMENT made this 1st day of June 1996 by and between AMERICAN
GENERAL SERIES PORTFOLIO COMPANY, a Maryland Corporation, hereafter referred to
as the "Fund" and THE VARIABLE ANNUITY MARKETING COMPANY, a Texas corporation
hereafter referred to as the "Distributor."
THE FUND AND THE ADVISER RECOGNIZE THE FOLLOWING:
1. The Fund consists of a number of investment portfolios and issues several
series of common stock, each of which represents an interest in one of the
portfolios. The Fund is registered as a diversified, open-end management
investment company under the Investment Company Act of 1940 (the "1940
Act"). It is the FUND's affirmative interest to continuously offer the
shares of its various Portfolios for sale to The Variable Annuity Life
Insurance Company ("VALIC"), The Variable Annuity Life Insurance Company
Separate Account A ("Account A"), to any other separate accounts of VALIC
or any of VALIC's subsidiaries or affiliates, and to non-affiliated life
insurance companies and separate accounts of such non-affiliated companies
(all eligible purchasers of such shares being referred to collectively
as the "Purchasers").
2. The Distributor is registered as a broker-dealer under the Securities
Exchange Act of 1934 and is currently a member of The National Association
of Securities Dealers. The Distributor is also the principal underwriter
and distributor of variable annuity contracts issuec by VALIC and funded by
Account A.
THE FUND AND THE DISTRIBUTOR AGREE AS FOLLOWS:
1. The Fund hereby appoints the Distributor as its principal underwriter and
exclusive distributor to sell shares of its various Portfolios (hereinafter
"its shares") to the Purchasers and the public through investment dealers
throughout the world. The Fund may also sell its shares at their net asset
value through the Distributor and to registered unit investment trusts
which issue periodic payment plan certificates, the proceeds of which,
these trusts invest in redeemable securities.
The Fund may also sell its shares directly to the public.
2. The Distributor accepts such appointment. The Distributor shall offer
shares of the Fund's various Portfolios only on the terms set forth in the
current prospectus.
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3. The Fund has no load or redemption charge and the Distributor will receive
no compensation for acting in such capacity. Notwithstanding this, the
Distributor assumes and will pay, from its own resources, all expenses
related to distribution of the Fund's shares and will bear all other costs
and expenses attributable to any activity primarily intended to result in
the sale of shares.
4. Allocation of Expenses.
The Fund will pay (or will enter into arrangements providing that persons
other than the Fund will pay) for all expenses of the offering of its
shares incurred in connection with:
(a) The registration of the Fund or the registration or qualification of
the Fund's shares for offer or sale under the federal securities
laws and the securities laws of any state or other jurisdiction in
which the Distributor may arrange for the sale of the shares.
(b) The printing and distribution of the Fund's prospectuses to existing
owners and participants of variable annuity contracts issued by
VALIC and funded by Account A as may be required under the federal
securities laws and the applicable securities laws of any state or
other jurisdiction; and
(c) The preparation, printing and distribution of any proxy statements,
notices and reports, and the performance of any acts required to be
performed by the Fund by and under the federal securities laws and
the applicable securities laws of any state or other jurisdiction;
and
(d) The issuance of the Fund's shares, including any stock issue and
transfer taxes.
The Distributor will pay from its own resources (or will enter into arrangements
providing that persons other than the Distributor or the Fund shall pay), or
promptly reimburse the Fund, for all expenses in connection with:
(a) The printing and distribution of the Fund's prospectuses utilized
for the marketing of variable annuity contracts issued by VALIC;
(b) The preparation, printing and distribution of advertising and sales
literature for use in the offering of the Fund's shares and printing
and distribution of reports to shareholders used as sales
literature;
(c) The qualification of the Distributor as a distributor or broker or
dealer under any applicable federal or state securities laws;
(d) Any investment program of the Fund, including the reinvestment of
dividends and capital gains distributions, to the extent such
expenses exceed the Fund's normal costs of issuing its shares; and
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(e) All other expenses in connection with the offering for sale and the
sale of the Fund's shares which have not been herein specifically
allocated to the Fund.
5. Duties of the Distributor.
(a) The Distributor shall devote reasonable time and effort to effect
sales of shares of the Fund, but it shall not be obligated to sell
any specific number of shares.
(b) In selling the shares of the Fund, the Distributor shall use its
best efforts in all respects duly to conform with the requirements
of all federal and state laws and regulations and the regulations of
the National Association of Securities Dealers, Inc. (the "NASD"),
relating to the sale of such securities. Neither the Distributor nor
any other person is authorized by the Fund to give any information
or to make any representations, other than those contained in the
registration statement or related Prospectus and any sales
literature authorized by responsible officers of the Distributor.
(c) The Distributor shall act as an independent contractor and nothing
herein contained shall constitute the Distributor, its agents or
representatives, or any employees thereof as employees of the Fund
in connection with the sale of shares of the Fund.
The Distributor is responsible for its own conduct and the
employment, control and conduct of its agents and employees and for
injury to such agents or employees or to others through its agents
or employees. The Distributor assumes full responsibility for its
agents and employees under applicable statutes and agrees to pay all
employer taxes thereunder.
6. Sale and Redemption of Shares of the Fund.
(a) Orders for the purchase and redemption of the Fund's shares (and
payment for shares, in the case of a purchase) shall be transmitted
directly from the Purchaser to the Fund or its agent.
(b) The Fund shall have the right to suspend the redemption of shares
pursuant to the conditions set forth in the registration statement.
The Fund shall also have the right to suspend the sale of shares at
any time when its is authorized to suspend redemption of such
shares.
(c) The Fund will give the Distributor prompt notice of any such
suspension and shall promptly furnish such other information in
connection with the sale and redemption of Fund shares as the
Distributor reasonably requests.
(d) The Fund (or its agent) will make appropriate book entries upon
receipt by the Fund (or its agent) of orders and payments for shares
or requests for redemption thereof, and will
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issue and redeem shares and confirm such transactions in accordance
with applicable laws and regulations.
7. Indemnification.
The Distributor agrees to indemnify, defend and hold the Fund, its officers
and directors (or former officers and directors) and any person who
controls the Fund within the meaning of Section 15 of the 1934 Act,
(collectively, "Indemnities") free and harmless from and against any and
all claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) incurred by any Indemnitee
under the 1940 Act or under common law or otherwise, which arise out of or
are based upon (1) any untrue or alleged untrue statement of a material
fact contained in information furnished by the Distributor to the Fund's
registration statement or prospectus, (2) any omission or alleged omission
to state a material fact in connection with such information required to be
stated in the registration statement or prospectus or necessary to make
such information not misleading, (3) any misrepresentation or omission or
alleged misrepresentation or omission to state a material fact on the part
of the Distributor or any agent or employee of the Distributor or any other
person for whose acts the Distributor is responsible or is alleged to be
responsible, unless such misrepresentation or omission or alleged
misrepresentation or omission was made in reliance on written information
furnished by the Fund, or (4) the willful misconduct or failure to exercise
reasonable care and diligence on the part of any such persons with respect
to services rendered under this Agreement. The foregoing rights of
indemnification shall be in addition to any other rights to which any
Indemnitee may be entitled as a matter of law. The Fund agrees promptly to
notify the Distributor of any action brought against any Indemnitee, such
notification being given to the Distributor by letter or telegram addressed
to the Distributor at its principal business office and the Distributor's
agreement to indemnify the Indemnitees pursuant to this paragraph is
expressly conditioned upon such notification.
8. This agreement is effective as of June 1, 1996 and shall continue in force
from year-to-year thereafter, provided, that such continuance for more than
two years is specifically approved at least annually (a)(i) by the Board of
Directors of the Fund, or (ii) by vote of a majority of the Fund's
outstanding voting securities (as defined in Section 2(a)(42) of the 1940
Act), and (b) by the affirmative vote of a majority of the Directors who
are not interested persons (as defined in Section 2(a)(19) of the 0000 Xxx)
of the Fund by votes cast in person at a meeting called for such purpose.
9. (A) This Agreement may be terminated at any time, without penalty,
by a vote of the Board of Directors of the Fund or by a vote of a
majority of the outstanding voting securities of the Fund, or by the
Distributor, on sixty (60) days' written notice to the other party.
(B) This agreement shall automatically terminate in the event of its
assignment, as defined in Section 21(a)(4) of the 1940 Act.
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10. Each party shall mail (postage paid) or deliver, in writing, all notices
to the other party, at an address designated for this purpose by the other
party. Until changed, this address for both parties is: 0000 Xxxxx
Xxxxxxx, Xxxxxxx, Xxxxx 00000.
IN WITNESS WHEREOF, the parties hereto execute this agreement on the
date above.
AMERICAN GENERAL SERIES PORTFOLIO COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President
ATTEST:
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Secretary
THE VARIABLE ANNUITY MARKETING COMPANY
By: /s/ Xxx X. Xxxxxxx
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Xxx X. Xxxxxxx
President
ATTEST:
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Secretary
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