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EXHIBIT 9(e)
STATE FILING SERVICES AGREEMENT
THIS AGREEMENT is made as of the 3rd day of August, 1998 by and between
The Variable Annuity Life Insurance Company ("VALIC"), a Texas life insurance
company, and Automated Business Development Corporation ("ABD"), a Massachusetts
corporation on behalf of ClearSky ("ClearSky"), a division of ABD.
WITNESSETH:
WHEREAS, VALIC has been retained to provide certain services to those
investment companies registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), which, together with any portfolio series or class
thereof, are identified on Schedule A to this Agreement (the "Funds"); and
WHEREAS, VALIC wishes to retain ClearSky to provide certain administration
services with respect to the Funds, which services have been previously provided
by VALIC, and ClearSky is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. VALIC hereby appoints ClearSky to provide certain
administration services to the Funds for the period and on the terms set forth
in this Agreement. ClearSky accepts such appointment and agrees to furnish the
services herein set forth in return for the compensation as provided in
Paragraph 4 of this Agreement. In the event that VALIC decides to add one or
more new portfolio series or classes to a Fund, with respect to which it wishes
to retain ClearSky to provide services hereunder, VALIC shall notify ClearSky in
writing. If ClearSky is willing to render such services, it shall notify VALIC
in writing of any terms and compensation that differ from the provisions of this
Agreement, and upon acceptance by VALIC, such company, portfolio or class shall
become a Fund hereunder.
2. Delivery of Documents. VALIC will furnish ClearSky with copies of each
of the following:
(a) A listing of all jurisdictions in which each Fund is lawfully available
for sale as of the date of this Agreement and in which VALIC desires ClearSky to
effect such notice filing;
(b) Each Fund's most recent Post-Effective Amendment under the Securities
Act of 1933 and under the 1940 Act as filed with the Securities and Exchange
Commission (the "SEC") and all amendments thereto; and
(c) Each Fund's most recent prospectus and statement of additional
information and all amendments and supplements thereto (the "Prospectus").
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VALIC will furnish ClearSky from time to time with copies of all amendments
of or supplements to the foregoing, if any.
3. Services and Duties. Subject to the supervision and control of VALIC,
ClearSky undertakes to perform the following specific services:
(a) Effecting and maintaining, as the case may be, the qualification of
shares of the Funds for sale under the securities laws of the jurisdictions
indicated for each Fund on the list furnished to ClearSky pursuant to Paragraph
2(a) of this Agreement;
(b) Filing with each appropriate jurisdiction, as required, the appropriate
materials relating to the Funds, such filings to be made promptly after
receiving such materials from VALIC: Post Effective Amendments to the Funds'
Registration Statements; definitive copies of the Funds' Prospectuses and
Statements of Additional Information and any Supplements thereto; and Notices of
Special Meetings of Shareholders and related Proxy materials which propose the
merger, reorganization or liquidation of a Fund;
(c) Conveying to VALIC any comments received on such filings and, if
desired by VALIC, responding to such comments in such manner as authorized by
VALIC; and
(d) In connection with the foregoing, receiving limited power of attorney
on behalf of the Funds to sign all Blue Sky filings and other related documents.
Subject to payment to ClearSky in advance, ClearSky will remit to the
respective jurisdictions notice filing fees for the shares of any Fund, and any
fees for qualifying or continuing the qualification of any Fund. VALIC will,
from time to time as specifically agreed between the parties, wire transfer
funds to ClearSky for the payment of said fees payable pursuant to this
provision promptly upon request by ClearSky. ClearSky will request the funds
necessary for the payment of fees ten business days in advance of the date the
fees become due, whenever possible. Upon receipt of the funds by ClearSky, it
will issue checks for the payment of fees.
In performing its duties under this Agreement, ClearSky will act in
accordance with the instructions and directions of VALIC.
VALIC will provide ClearSky, upon notification by ClearSky of the
appropriate number of copies of each document, all documents which must be filed
pursuant to this provision.
4. Compensation. For the services provided by ClearSky under this
Agreement, VALIC will pay to ClearSky a monthly fee based upon the number of
state securities notice filings (permits). The fee shall be based upon the rate
of $143,352.00 per year and billed monthly in arrears; provided that, during any
period in which ClearSky provides the same or substantially similar ongoing
state registration services to any other entity at a lower rate, ClearSky shall
charge VALIC no more than the lowest such rate then in effect.
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5. Limitations of Liability and Indemnification. ClearSky shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Funds or VALIC in connection with the matters to which this Agreement
relates, so long as it acts in good faith and with due diligence and is not
negligent or guilty of any willful misconduct. Without in any way limiting the
foregoing, ClearSky shall have no liability for failing to file on a timely
basis any material to be provided by VALIC that it has not received on a timely
basis from VALIC; ClearSky shall have no responsibility to review the accuracy
or adequacy of materials it receives from VALIC for filing or bear any liability
arising out of the timely filing of such materials.
VALIC agrees and acknowledges that ClearSky has not prior to the date
hereof assumed, and will not assume, any obligations or liabilities arising out
of the conduct of VALIC prior to the date hereof of those duties which ClearSky
has agreed to perform pursuant to this Agreement. VALIC further agrees to
indemnify ClearSky against any losses, claims, damages or liabilities to which
ClearSky may become subject in connection with the conduct by VALIC of such
duties prior to the date hereof.
VALIC represents and warrants to ClearSky that as of the date hereof each
Fund is lawfully eligible for sale in each jurisdiction indicated for such Fund
on the list furnished to ClearSky pursuant to Paragraph 2(a) of this Agreement.
6. Service to Other Companies or Accounts. VALIC understands that the
persons employed by ClearSky to assist in the performance of ClearSky's duties
hereunder will not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict the right of ClearSky or any
affiliate of ClearSky to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
7. Notices. Any notice or other instrument or materials authorized or
required by this Agreement to be given in writing to VALIC or to ClearSky shall
be sufficiently given if addressed to such party and received by it at its
office set forth below or at such other place as it may from time to time
designate in writing.
TO VALIC:
VALIC
0000 Xxxxx Xxxxxxx
Xxxxx X0-00
Xxxxxxx, XX 00000
Attention: Xx. Xxxx X. Xxxxxx
TO ClearSky:
ClearSky
000 Xxxx Xxxxxx
Schrafft Center Annex
Xxxxxx, XX 00000
Attention: Xxxxxxxxx X. Xxxxxxx
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8. Files. All files maintained by ClearSky with respect to the Funds shall
be the property of VALIC and shall be returned to VALIC at the termination of
this Agreement or as mutually agreeable to ClearSky and VALIC.
9. Duration and Termination. This Agreement shall continue thereafter until
termination by VALIC or ClearSky on 60 days written notice.
10. Conversion. There will be no charge for system conversion provided
VALIC allow ClearSky to administrate complete Blue Sky filing services for a
period of at least six months. In the event VALIC terminates this Agreement
prior to this six month obligation, a one time conversion fee equivalent to
$10/permit shall be applied.
11. Amendment to this Agreement. No provision of this Agreement may be
changed, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is sought
12. Governing Law. This Agreement shall be governed by the laws of the
Commonwealth of Massachusetts.
13. Confidentiality. ClearSky agrees to maintain all information about
VALIC and the Funds that ClearSky acquires pursuant to this Agreement in
confidence, and ClearSky agrees not to use, or permit the use of, any such
information for any purpose except that set forth herein, or to disclose any
such information to any person, without the prior written consent of VALIC.
14. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their constructions or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the date and year first above
written.
Attest: The Variable Annuity Life Insurance Company
/s/ XXXX X. XXXXXX /s/ XXXXXXX XXXXX
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Attest: Automated Business
Development Corporation
NOT LEGIBLE NOT LEGIBLE
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AMENDMENT TO SCHEDULE A
(Effective October 7, 1998)
AMERICAN GENERAL SERIES PORTFOLIO COMPANY 2
SERIES CLASSES OFFERED
American General S&P 500 Index Fund A,B
American General Mid Cap Index Fund A,B
American General Small Cap Index Fund A,B
American General Municipal Bond Fund A,B
American General Municipal Money Market Fund A,B
American General Small Cap Value Fund A,B,I,II
American General Xxx Xxx Xxxxxx Xxxx X,X,X,XX
American General International Value Fund A,B,I,II
American General Domestic Bond Fund A,B,I,II
American General Balanced Fund A,B,I,II
American General Large Cap Growth Fund A,B,I,II
American General Small Cap Growth Fund A,B,I,II
American General Mid Cap Value Fund A,B,I,II
American General Large Cap Value Fund A,B,I,II
American General International Growth Fund A,B,I,II
American General Money Market Fund A,B,I,II
American General Socially Responsible Fund A,B,I,II
American General Growth Lifestyle Fund A,B,I,II
American General Moderate Growth Lifestyle Fund A,B,I,II
American General Conservative Growth Lifestyle Fund A,B,I,II
American General Core Bond Fund A,B,I,II
American General High Yield Bond Fund A,B,I,II
American General Strategic Bond Fund A,B,I,II
Accepted:
The Variable Annuity Life Insurance Company
By: /s/ XXXXXXX XXXXX
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Name: Xxxxxxx Xxxxx
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Its: Senior Vice President, General Counsel and Secretary
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Automated Business Development Corporation
By:
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Name:
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Its:
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