EXHIBIT 8(ll)(ii)
AGREEMENT
THIS AGREEMENT ("Agreement") made as of May 1, 2002, is by and between
SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation ("Adviser") and
AMERICAN GENERAL LIFE INSURANCE COMPANY, a Texas corporation ("AGL").
W I T N E S S E T H:
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 "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 AGL for its
separate account to fund variable life insurance and variable annuity contracts
("Contracts") listed on Schedule Two hereto ("Schedule Two," as the same may be
amended from time to time); and
WHEREAS, AGL has entered into a participation agreement dated May 1, 2002, among
AGL, the Funds, (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 Funds; and
WHEREAS, Adviser desires AGL 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 ("Shareholders"), and
AGL 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. AGL agrees to perform the Administrative Services specified in Exhibit A
hereto for the benefit of the Shareholders.
2. AGL 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, and will otherwise comply with all laws, rules
and regulations applicable to the Administrative Services.
3. AGL agrees to provide copies of all the historical records relating to
transactions between the Funds and Shareholders, and all written
communications and other related materials regarding the Fund(s) to or from
such Shareholders, as reasonably requested by Adviser or its representatives
(which representatives, include, without limitation, its auditors, legal
counsel, as the case may be), to enable Adviser or its representatives to
monitor and review the Administrative Services performed by AGL, 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 Shareholder.
In addition, AGL agrees that it will permit Adviser, the Funds 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. AGL may, with the consent of Adviser, contract with or establish
relationships with other parties for the provision of the Administrative
Services or other activities of AGL required by this Agreement, or the
Participation Agreement, provided that AGL shall be fully responsible for
the acts and omissions of such other parties.
5. AGL 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. AGL hereby represents and covenants that it does not, and will not, own or
hold or control with power to vote any shares of the Funds which are
registered in the name of AGL or the name of its nominee and which are
maintained in AGL variable annuity or variable life insurance accounts. AGL
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
of AGL set forth in this Agreement.
7. The provisions of the Agreement shall in no way limit the authority of
Adviser, or any Fund to take such action as any of such parties may deem
appropriate or advisable in connection with all matters relating to the
operations of any of such Funds and/or sale of its shares.
8. In consideration of the performance of the Administrative Services by AGL
with respect to the Contracts, beginning on the date hereof and during the
term of the Participation Agreement, Adviser agrees to pay AGL a quarterly
amount that is equal on a annual basis to thirty basis points (.30%) of the
average combined daily net assets of all of shares of the Fund held in the
Master Account for the Shareholders (excluding all assets invested during
the guarantee periods available under the Contracts). The determination of
applicable assets shall be made by averaging assets in applicable Funds as
of the last Valuation Date (as defined in the prospectus relating to the
Contracts) of each month falling within the applicable calendar quarter. The
foregoing fee will be paid by Adviser to AGL on a calendar quarterly basis,
and in this regard, payment of such fee will be made by Adviser to AGL
within thirty (30) days following the end of each calendar quarter.
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Notwithstanding anything in this Agreement or the Participation Agreement
appearing to the contrary, the payments by Adviser to AGL relate solely to
the performance by AGL of the Administrative Services described herein only,
and do not constitute payment in any manner for services provided by AGL to
AGL policy or contract owners, or to any separate account organized by AGL,
or for any investment advisory services, or for costs associated with the
distribution of any variable annuity or variable life insurance contracts.
9. AGL shall indemnify and hold harmless each of the Funds and the Adviser and
each of their respective officers, Directors, employees and agents from and
against any and all losses, claims, damages, expenses, or liabilities that
any one 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 AGL of the Administrative Services under
this Agreement.
10. This Agreement may be terminated without penalty at any time by AGL or by
Adviser as to one or more of the Funds collectively, upon ninety days (90)
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 AGL to preserve any records (in any medium
or format) relating to this Agreement beyond the time periods otherwise
required by the laws to which AGL or the Funds are subject provided that
such records shall be offered to the Funds in the event AGL 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 Shareholders after the date of such termination. However,
notwithstanding any such termination, Adviser will remain obligated to pay
AGL 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 the date of such termination,
for so long as such amounts are held in the Master Account and AGL continues
to provide the Administrative Services with respect to such amounts in
conformity with this Agreement. 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. AGL understands and agrees that the obligations of Adviser under this
Agreement are not binding upon any of the Funds, upon any of their Board
members or upon any shareholder of any of the Funds.
13. It is understood and agreed that in performing the services under this
Agreement AGL, acting in its capacity described herein, shall at no time be
acting as an agent for Adviser, or any of the Funds. AGL 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 to AGL; in the then current
prospectus for a variable annuity contract or variable life insurance policy
issued by AGL or then current sales literature with respect to such variable
annuity contract or variable life insurance policy, approved by Adviser.
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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 Delaware
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 and
documents with respect to such matters. 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.
AMERICAN GENERAL LIFE INSURANCE COMPANY
By:
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Authorized Signatory
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Print or Type Name
SUNAMERICA ASSET MANAGEMENT CORP.
By:
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Authorized Signatory
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Print or Type Name
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SCHEDULE ONE
INVESTMENT COMPANY NAME: FUND NAME(S):
----------------------- ------------
SunAmerica Series Trust Aggressive Growth Portfolio - Class A
SunAmerica Balanced Portfolio - Class A
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SCHEDULE TWO
LIST OF CONTRACTS
.. Platinum Investor I
.. Platinum Investor II
.. Platinum Investor III
.. Platinum Investor Survivor
.. Platinum Investor Survivor II
.. Platinum Investor PLUS
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EXHIBIT A
Pursuant to the Agreement by and among the parties hereto, AGL shall perform the
following Administrative Services:
1. Maintain separate records for each Shareholder, which records shall reflect
shares purchased and redeemed for the benefit of the Shareholder and share
balances held for the benefit of the Shareholder. AGL shall maintain the
Master Account with the transfer agent of the Fund on behalf of Shareholders
and such Master Account shall be in the name of AGL or its nominee as the
record owner of the shares held for such Shareholders.
2. For each Fund, disburse or credit to Shareholders all proceeds of redemptions
of shares of the Fund and all dividends and other distributions not
reinvested in shares of the Fund or paid to the Separate Account holding the
Shareholders' interests.
3. Prepare and transmit to Shareholders periodic account statements showing the
total number of shares held for the benefit of the Shareholder as of the
statement closing date (converted to interests in the Separate Account),
purchases and redemptions of Fund shares for the benefit of the Shareholder
during the period covered by the statement, and the dividends and other
distributions paid for the benefit of the Shareholder during the statement
period (whether paid in cash or reinvested in Fund shares).
4. Transmit to Shareholders proxy materials and reports and other information
received by AGL from any of the Funds and required to be sent to Shareholders
under the federal securities laws and, upon request of the Fund's transfer
agent, transmit to Shareholders material Fund communications deemed by the
Fund, through its Board of Directors or other similar governing body, to be
necessary and proper for receipt by all Fund beneficial shareholders.
5. Transmit to the Fund's transfer agent purchase and redemption orders on
behalf of Shareholders.
6. Provide to the Funds, or to the transfer agent for any of the Funds, or any
of the agents designated by any of them, such periodic reports as shall
reasonably be concluded to be necessary to enable each of the Funds to comply
with any applicable State Blue Sky requirements.
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