EXHIBIT 8(h)
ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT is made as of this 1st day of October,
2001 by and between NORTH AMERICAN FUNDS VARIABLE PRODUCT SERIES II, a Delaware
business trust (the "Fund"), and SUNAMERICA ASSET MANAGEMENT CORP. (the
"Administrator"), a Delaware corporation.
WHEREAS, the Fund is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the
"1940 Act"),
WHEREAS, the Fund is authorized to create separate series,
each with its own separate investment portfolio; and
WHEREAS, the Fund desires the Administrator to provide, and
the Administrator is willing to provide, administrative services to
such portfolios of the Fund as the Fund and the Administrator may agree
on ("Portfolios") and as listed on the schedules attached hereto
("Schedules") and made a part of this Agreement, on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
covenants hereinafter contained, the Fund and the Administrator hereby
agree as follows:
ARTICLE 1. Retention of the Administrator. The Fund hereby retains the
Administrator to act as the administrator of the Portfolios and to furnish the
Portfolios with the administrative services as set forth in Article 2 below. The
Administrator hereby accepts such employment to perform the duties set forth
below.
ARTICLE 2. Administrative and Accounting Services. The Administrator shall
perform or supervise the performance by others of other administrative services
in connection with the operations of the Portfolios, and, on behalf of the Fund,
will investigate, assist in the selection of and conduct relations with
custodians, depositories, accountants, legal counsel, underwriters, brokers and
dealers, corporate fiduciaries, insurers, banks and persons in any other
capacity deemed to be necessary or desirable for the Portfolios' operations. All
services provided hereunder shall be in conformity with the Agreement and
Declaration of Trust, Bylaws, resolutions and other instructions of the Board of
Trustees and the current prospectuses and statement of additional information of
the Fund. The Administrator agrees to furnish the services set forth herein in
return for the compensation provided in Article 4 of this Agreement. The
Administrator shall provide the Trustees of the Fund with such reports regarding
investment performance and compliance with investment policies and applicable
laws, rules and regulations as they may reasonably request but shall have no
responsibility for supervising the performance by any investment adviser or
sub-adviser of its responsibilities, except with respect to the Portfolios'
compliance with investment objective and policies.
The Administrator or its appointed service provider shall provide the Trustees
with administrative services, regulatory reporting, fund accounting and related
portfolio accounting services as set forth on Schedule II of this Agreement, all
necessary office space, equipment, personnel, compensation and facilities
(including facilities for Shareholders' and Fund meetings) for handling the
affairs of the Portfolios and such other services as the Fund may, from time to
time, reasonably request and the Administrator shall, from time to time,
reasonably determine to be necessary to perform its obligations under this
Agreement. In addition, at the request of the Fund Board of Trustees (the
"Trustees"), the Administrator shall make reports to the Fund concerning the
performance of its obligations hereunder.
Without limiting the generality of the foregoing, the Administrator or its
appointed service provider shall:
(A) calculate contractual Fund expenses and control all
disbursements for the Fund, and as appropriate compute the
Fund yields, total return, expense ratios, portfolio turnover
rate and, if required, portfolio average dollar-weighted
maturity;
(B) assist Fund counsel with the preparation of prospectuses,
statements of additional information,
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registration statements, and proxy materials;
(C) prepare such reports, applications and documents (including
reports regarding the sale and redemption of Shares as may be
required in order to comply with Federal and state securities
law) as may be necessary or desirable to register the Fund
shares with state securities authorities, monitor sale of Fund
shares for compliance with state securities laws, and file
with the appropriate state securities authorities the
registration statements and reports for the Fund and the Fund
shares and all amendments thereto, as may be necessary or
convenient to register and keep effective the Fund and the
Fund shares with state securities authorities to enable the
Fund to make a continuous offering of its shares;
(D) develop and prepare communications to shareholders, including
the annual report to shareholders, coordinate mailing
prospectuses, notices, proxy statements, proxies and other
reports to Fund shareholders, and supervise and facilitate the
solicitation of proxies solicited by the Fund for all
shareholder meetings, including tabulation process for
shareholder meetings;
(E) coordinate with internal and external Fund counsel the
preparation of, and administer contracts on behalf of the Fund
with, among others, the Fund investment adviser, distributor,
custodian, and transfer agent;
(F) maintain the Fund general ledger and prepare the Fund
financial statements, including expense accruals and payments,
determine the net asset value of the Fund assets and of the
Fund shares, and supervise the Fund transfer agent with
respect to the payment of dividends and other distributions to
shareholders;
(G) calculate performance data of the Fund and its portfolios for
dissemination to information services covering the investment
company industry;
(H) coordinate and supervise the preparation and filing of the
Fund tax returns;
(I) at the request of the Fund, examine and review the operations
and performance of the various organizations providing
services to the Fund or any Portfolio of the Fund, and report
to the Fund;
(J) assist with the layout and printing of publicly disseminated
prospectuses and assist with and coordinate layout and
printing of the Fund semi-annual and annual reports to
shareholders;
(K) provide internal legal, compliance and administrative services
as requested by the Fund from time to time;
(L) assist with the design, development, and operation of the
Fund, including new portfolio and class investment objectives,
policies and structure;
(M) provide individuals acceptable to the Fund for nomination,
appointment, or election as officers of the Fund, who will be
responsible for the management of certain of the Fund affairs
as determined by the Fund;
(N) advise the Fund and its Trustees on matters concerning the
Fund and its affairs;
(O) obtain and keep in effect fidelity bonds and trustees and
officers/errors and omissions insurance policies for the Fund
in accordance with the requirements of Rules 17g-1 and
17d-1(7) under the 1940 Act as bonds and policies are approved
by the Fund Board of Trustees;
(P) monitor and advise the Fund and its Portfolios on their
registered investment company status under the Internal
Revenue Code of 1986, as amended;
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(Q) perform all administrative services and functions of the Fund
and each Portfolio to the extent administrative services and
functions are not provided to the Fund or such Portfolio
pursuant to the Fund or such Portfolio's investment advisory
agreement, distribution agreement, custodian agreement and
transfer agent agreement;
(R) furnish advice and recommendations with respect to other
aspects of the business and affairs of the Portfolios as the
Fund and the Administrator shall determine desirable; and
(S) prepare and file with the Securities and Exchange Commission
(the "SEC") the semi-annual report for the Fund on Form N-SAR
and all required notices pursuant to Rule 24f-2.
Also, the Administrator will perform other services for the Fund as agreed from
time to time, including, but not limited to mailing the annual reports of the
Portfolios and mailing notices of shareholders' meetings, proxies and proxy
statements, all of which the Fund will pay the Administrator's out-of-pocket
expenses.
In compliance with the requirements of Rule 3la-3 under the 1940 Act, the
Administrator agrees that all records which it maintains for the Fund are the
property of the Fund and further agrees to surrender promptly to the Fund any of
such records upon the Fund request.
ARTICLE 3. Allocation of Charges and Expenses.
(A) The Administrator. The Administrator shall furnish at its own
expense the executive, supervisory and clerical personnel
necessary to perform its obligations under this Agreement. The
Administrator shall also provide the items which it is
obligated to provide under this Agreement, and shall pay all
compensation, if any, of officers of the Fund as well as all
Fund of the Fund who are affiliated persons of the
Administrator or any affiliated corporation of the
Administrator; provided, however, that unless otherwise
specifically provided, the Administrator shall not be
obligated to pay the compensation of any employee of the Fund
retained by the Fund to perform services on behalf of the
Fund.
(B) The Fund. The Fund assumes and shall pay or cause to be paid
all other expenses of the Fund not otherwise allocated herein,
including, without limitation, organizational costs, taxes,
expenses for legal and auditing services, the expenses of
preparing (including typesetting), printing and mailing
reports, prospectuses, statements of additional information,
proxy solicitation material and notices to existing
Shareholders, all expenses incurred in connection with issuing
and redeeming Shares, the costs of pricing services, the costs
of custodial and transfer agency services, the cost of initial
and ongoing registration of the Shares under Federal and state
securities laws, fees and out-of-pocket expenses of Trustees
who are not affiliated persons of the Administrator or the
investment adviser to the Fund or any affiliated corporation
of the Administrator or the investment adviser, the costs of
Fund meetings, insurance, interest, brokerage costs,
litigation and other extraordinary or nonrecurring expenses,
and all fees and charges of investment advisers and the
distributor of the Fund.
ARTICLE 4. Compensation of the Administrator.
(A) Administration Fee. For the services to be rendered, the
facilities furnished and the expenses assumed by the
Administrator pursuant to this Agreement, the Fund shall pay
to the Administrator the fees and out-of-pocket expenses
specified in the attached Schedule I.
If this Agreement becomes effective subsequent to the first
day of a month or terminates before the last day of a month,
the Administrator's compensation for that part of the month in
which this Agreement is in effect shall be prorated in a
manner consistent with the calculation of the fees as set
forth above. Payment of the Administrator's compensation for
the preceding month shall be made promptly.
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(B) Survival of Compensation Rates. All rights of compensation
under this Agreement for services performed as of the
termination date shall survive the termination of this
Agreement.
ARTICLE 5. Limitation of Liability of the Administrator. The duties of the
Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission in carrying out its duties hereunder, except a loss resulting from
willful misfeasance, bad faith or negligence in the performance of its duties,
or by reason of reckless disregard of its obligations and duties hereunder,
except as may otherwise be provided under provisions of applicable law which
cannot be waived or modified hereby. (As used in this Article 5, the term
"Administrator" shall include trustees, officers, employees and other agents of
the Administrator as well as that corporation itself.)
So long as the Administrator, or its agents, acts in good faith and with due
diligence the Fund assumes full responsibility and shall indemnify the
Administrator and hold it harmless from and against any and all actions, suits
and claims, whether groundless or otherwise, and from and against any and all
losses, damages, costs, charges, reasonable counsel fees and disbursements,
payments, expenses and liabilities (including reasonable investigation expenses)
arising directly or indirectly from any action which the Administrator takes or
does not take (i) at the request, on the direction of or in reliance on the
advice of the Fund pursuant to this Agreement or (ii) upon oral or written
instructions. The indemnity provision set forth herein shall survive the
termination of this Agreement.
The Administrator may apply to the Fund at any time for instructions and may
consult counsel for the Fund or its own counsel and with accountants and other
experts with respect to any matter arising in connection with the
Administrator's duties, and the Administrator shall not be liable or accountable
for any action taken or omitted by it in good faith in accordance with the
written opinion of such counsel, accountants or other experts.
Also, the Administrator shall be protected in acting upon any document which it
reasonably believes to be genuine and to have been signed or presented by the
proper person or persons. Nor shall the Administrator be held to have notice of
any change of authority of any officers, employee or agent of the Fund until
receipt of written notice thereof from the Fund.
ARTICLE 6. Confidentiality. The Administrator agrees on behalf of itself and its
employees to treat confidentially all records and other information relative to
the Fund and its prior, present or potential Shareholders and relative to the
adviser and its prior, present or potential customers, except, after prior
notification to and approval in writing by the Fund, which approval shall not be
unreasonably withheld and may not be withheld where the Administrator may be
exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, or when
so requested by the Fund
ARTICLE 7. Compliance With Governmental Rules and Regulations. The Administrator
undertakes to comply with all applicable requirements of the 1933 Act, the 1934
Act, the 1940 Act and any laws, rules and regulations of governmental
authorities having jurisdiction with respect to the duties to be performed by
the Administrator hereunder.
ARTICLE 8. Duration and Termination of this Agreement. This Agreement shall
become effective on the date set forth above and shall remain in effect for an
initial term of two (2) years, unless sooner terminated as provided herein.
Thereafter, unless sooner terminated, this Agreement shall continue in effect
from year to year provided such continuance is specifically approved at least
annually by the Board of Trustees. This Agreement is terminable without penalty,
by the Board or by the Administrator, on not less than sixty (60) days' written
notice. This Agreement shall not be assigned by any of the parties hereto
without the prior consent in writing of the other party; provided, however, that
the Administrator may in its own discretion and without limitation or prior
consent of the Fund, whenever and on such terms and conditions as it deems
necessary or appropriate enter into subcontracts, agreements and understandings
with third parties; provided, that such subcontract, agreement or understanding
shall not discharge the Administrator from obligations hereunder or delegation
of duties to another third party. A change of control of either party shall not
constitute an assignment of this Agreement.
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This Agreement shall not be assignable by the Administrator, without the prior
written consent of the Fund, except to an entity that is controlled by, or under
common control with, the Administrator.
Upon termination of this Agreement, the Administrator shall use its best efforts
to assist in the transfer of its responsibilities hereunder to any successor
administrator without additional compensation (it being understood that they
would be reimbursed for their reasonable out-of-pocket expenses).
ARTICLE 9. Amendments. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
ARTICLE 10. Certain Records. The Administrator shall maintain customary records
in connection with its duties as specified in this Agreement. Any records
required to be maintained and preserved pursuant to Rules 3la-1 and 3la-2 under
the 1940 Act which are prepared or maintained by the Administrator on behalf of
the Fund shall be prepared and maintained at the expense of the Administrator,
but shall be the property of the Fund and will be made available to or
surrendered promptly to the Fund on request.
In case of any request or demand for the inspection of such records by another
party, the Administrator shall notify the Fund and follow the Fund instructions
as to permitting or refusing such inspection; provided that the Administrator
may exhibit such records to any person in any case where it is advised by its
counsel that it may be held liable for failure to do so, unless (in cases
involving potential exposure only to civil liability) the Fund has agreed to
indemnify the Administrator against such liability.
ARTICLE 11. Definitions of Certain Terms. The terms "interested person" and
"affiliated person," when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.
ARTICLE 12. Notice. Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or certified mail,
postage prepaid, addressed by the party giving notice to the other party at the
last address furnished by the other party to the party giving notice: if to the
Fund, to Xxxxxx Xxxxxx, Chairman and President, 0000 Xxxxx Xxxxxxx, Xxxxxxx,
Xxxxx 00000, with a copy to:
Xxxx X. Xxxxxx, Esq.
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
and if to the Administrator at:
The SunAmerica Center
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
ARTICLE 13. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of New York and the applicable provisions of the 1940 Act.
To the extent that the applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the 1940 Act, the
latter shall control.
ARTICLE 14. Multiple Originals. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same instrument.
ARTICLE 15. Limitation of Liability. The Administrator is hereby expressly put
on notice of the limitation of liability as set forth in Article III, Section 6
of the Fund Agreement and Declaration of Fund and agrees that the obligations
pursuant to this Agreement of a particular Portfolio and of the Fund with
respect to that Portfolio shall
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be limited solely to the assets of that Portfolio, and the Administrator shall
not seek satisfaction of any such obligation from any other Portfolio, the
shareholders of any Portfolio, the Fund, officers, employees or agents of the
Fund, or any of them.
ARTICLE 16. Binding Agreement. This Agreement, and the rights and obligations of
the parties and the Portfolios hereunder, shall be binding on, and inure to the
benefit of, the parties and the Portfolios and the respective successors and
assigns of each of them.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
NORTH AMERICAN FUNDS VARIABLE PRODUCT SERIES II
By: ____________________________
Attest: ____________________________
SUNAMERICA ASSET MANAGEMENT CORP.
By: ____________________________
Attest: ____________________________
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SCHEDULE I
FUND ADMINISTRATION AND COMPLIANCE
ANNUAL FEE SCHEDULE - DOMESTIC FUNDS
NORTH AMERICAN FUNDS VARIABLE PRODUCT SERIES II
o North American - AG Aggressive Growth Lifestyle Fund
o North American - AG Conservative Growth Lifestyle Fund
o North American - AG Core Bond Fund
o North American - AG High Yield Bond Fund
o North American - AG Moderate Growth Lifestyle Fund
o North American - AG 2 Money Market Fund
o North American - AG Socially Responsible Fund
o North American - AG Strategic Bond Fund
o North American - Xxxxxxx Xxxxx Large Cap Growth Fund
o North American International Growth Fund
o North American - INVESCO MidCap Growth Fund
o North American - X.X. Xxxxxx Small Cap Fund
o North American - Xxxxxxxxx Xxxxxx XxxXxx Value Fund
o North American Small Cap Value Fund
o North American - State Street Large Cap Value Fund
Annual fee of 7 basis points based upon each Fund's average daily net assets
Fees are billed monthly
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SCHEDULE II
ACCOUNTING SERVICES
The Administrator or appointed service provider will perform the following
accounting functions:
(i) Journalize each Portfolio's investment, capital share and
income and expense activities;
(ii) Receive duplicate investment buy/sell trade tickets and
receivable trades with the Fund custodian;
(iii) Maintain individual ledgers for investment securities;
(iv) Maintain historical tax lots for each security;
(v) Reconcile cash and investment balances of each Portfolio with
the custodian, and prepare the beginning cash balance
available for investment purposes;
(vi) Update the cash availability throughout the day as required;
(vii) Post to and prepare each Portfolio's statement of Assets and
Liabilities and the Statement of Operations;
(viii) Calculate various contractual expenses (e.g., advisory and
custody fees);
(ix) Monitor the expense accruals and notify Fund management of any
proposed adjustments;
(x) Control all disbursements from each Portfolio and authorize
such disbursements upon Written Instruction;
(xi) Calculate capital gains and losses;
(xii) Determine each Portfolio's net income;
(xiii) Obtain security market quotes from independent pricing
services approved by the Fund, or if such quotes are
unavailable, then obtain such prices from the management of
the Fund, and in either case calculate the market value of
each Portfolio's investments;
(xiv) Transit or mail a copy of the daily portfolio valuation to
each Portfolio's investment advisor;
(xv) Compute the net asset value of each Portfolio;
(xvi) As appropriate, compute the yields, total return, expense
ratios, portfolio turnover rate, and, if required, portfolio
average dollar-weighted maturity; and
(xvii) Prepare a monthly financial statement, which will include the
following items:
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Change in Net Assets
Cash Statement
Schedule of Capital Gains and Losses
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