EXHIBIT 8(e)
AGREEMENT
AGREEMENT made as of the ________ day of __________, 1998, by and
between OFFITBANK ("Adviser"), a New York chartered trust company, and
American General Life Insurance Company ("Company"), a Texas corporation.
WITNESSETH:
WHEREAS, each of the investment companies listed on Schedule A hereto as
such Schedule may be amended from time to time (collectively the "Funds," each
a "Fund") are investment companies registered under the Investment Company Act
of 1940, as amended (the "Act"); and
WHEREAS, Company has entered into a Participation Agreement with
OFFITBANK Variable Insurance Fund, Inc. and Adviser; and
WHEREAS, Adviser provides investment advisory and/or administrative
services to the Funds; and
WHEREAS, OFFIT Funds Distributor, Inc. ("Distributor") is the
distributor for the Funds; and
WHEREAS, the parties hereto have agreed to arrange separately for the
performance of administrative services (the "Administrative Services") for
owners of shares of the Funds who maintain their shares in a variable annuity
and/or variable life separate account with Company; and
WHEREAS, Adviser desires Company to perform such services and Company is
willing and able to furnish such 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. Company agrees to perform the Administrative Services specified in
Exhibit A hereto for the benefit of the shareholders of the Funds who maintain
their shares of any such Funds in variable annuity and/or variable life
insurance separate accounts with Company and whose shares are included in the
master account ("Master Account") referred to in paragraph 1 of Exhibit A
(collectively, the Company Customers").
2. Company 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. Upon
the request of Adviser or its representatives, Company shall provide copies of
all the historical records relating to transactions between the Funds and
Company Customers, and written
communications regarding the Fund(s) to or from such Customers and other
materials, in each case as may reasonably be requested to enable Adviser or
its representatives, including without limitation its auditors, legal counsel
or distributor, to monitor and review the Administrative Services, or to
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 a shareholder. Company 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 services.
3. Company 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 Company required by the Agreement, provided
that Company shall be fully responsible for the acts and omissions of such
other parties.
4. Company 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.
5. Company 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 Company or the name of its nominee and which are
maintained in Company variable annuity accounts. Company 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.
6. The provisions of the Agreement shall in no way limit the authority of
Adviser, or any Fund or Distributor 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.
7. In consideration of the performance of the Administrative Services by
Client, Adviser agrees to pay Company a monthly fee at an annual rate which
shall equal .25 of 1% of the value of each Fund's average daily net assets
maintained in the Master Account for Company Customers. The foregoing payment
may be paid by Adviser to Company annually. Such payment will be made within
thirty (30) days following the end of each calendar year. The payments by
Adviser to Company relate solely to Administrative Services only and do not
constitute payment in any manner for Administrative Services provided by
Company to Company Customers or any separate account organized by Company for
any investment advisory services or for costs of distribution of any variable
insurance contracts.
8. Company shall indemnify and hold harmless each of the Funds, Adviser and
Distributor 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 of Company of its
responsibilities under this Agreement.
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9. This Agreement may be terminated without penalty at any time by Company
or by Adviser as to all of the Funds collectively, upon 180 days written
notice to the other party. The provisions of paragraphs 2, 8 and 10 shall
continue in full force and effect after termination of this Agreement.
Notwithstanding the foregoing, this Agreement shall not require Company to
preserve any records (in any medium or format) relating to this Agreement
beyond the time periods otherwise required by the laws to which Company or the
Funds are subject provided that such records shall be offered to the Funds in
the event Company decides to no longer preserve such records following such
time periods.
10. After the date of any termination of this Agreement in accordance with
paragraph 9, no fee will be due with respect to any amounts first placed in
the Master Account for Company Customers after the date of such termination.
However, notwithstanding any such termination, Adviser will remain obligated
to pay Company the fee specified in paragraph 7 with respect to the value of
each Fund's average daily net assets maintained in the Master Account as of
the date of such termination, for so long as such amounts are held in the
Master Account and Company 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.
11. Company 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.
12. It is understood and agreed that in performing the services under this
Agreement Company, acting in its capacity described herein, shall at no time
be acting as an agent for Adviser, Distributor or any of the Funds. Company
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
Distributor to Company; in the then current prospectus for a variable annuity
contract or variable life insurance policy issued by Company or then current
sales literature with respect to such variable annuity contract or variable
life insurance policy, approved by Adviser.
13. This Agreement, including the provisions set forth herein in Section 7,
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.
14. This Agreement shall be governed by the laws of the State of __________,
without giving effect to the principles of conflicts of law of such
jurisdiction.
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15. This Agreement, including its Exhibit and Schedule, 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.
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: _______________________
Authorized Signatory
_______________________
Print or Type Name
OFFITBANK
By: _______________________
Authorized Signatory
_______________________
Print or Type Name
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SCHEDULE A
Investment Company Name: Fund Name(s):
------------------------ -------------
OFFITBANK Variable Insurance Fund, Inc. OFFITBANK VIF-Emerging Markets Fund
OFFITBANK VIF-High Yield Fund
OFFITBANK VIF-Total Return Fund
OFFITBANK VIF-U.S. Government Securities Fund
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EXHIBIT A
Pursuant to the Agreement by and among the parties hereto, Company shall
perform the following Administrative Services:
1. Maintain separate records for each Company Customer, which records shall
reflect shares purchased and redeemed and share balances. Company shall
maintain the Master Account with the transfer agent of the Fund on behalf of
Company Customers and such Master Account shall be in the name of Company or
its nominee as the record owner of the shares owned by such Company Customers.
2. For each Fund, disburse or credit to Company Customers 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 Customers' interests.
3. Prepare and transmit to Company Customers periodic account statements
showing the total number of shares owned by the Customer as of the statement
closing date, purchases and redemptions of Fund shares by the Customer during
the period covered by the statement, and the dividends and other distributions
paid to the Customer during the statement period (whether paid in cash or
reinvested in Fund shares).
4. Transmit to Company Customers proxy materials and reports and other
information received by Company 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 Company Customers 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 Company Customers.
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 and its
distributor to comply with State Blue Sky requirements.
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