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EXHIBIT e
DISTRIBUTION AGREEMENT
Between
AMERICAN GENERAL SERIES PORTFOLIO COMPANY
and
A.G. DISTRIBUTORS, INC.
THIS AGREEMENT made this 1st day of May 1999 by and between AMERICAN
GENERAL SERIES PORTFOLIO COMPANY, a Maryland Corporation, hereafter referred to
as the "Fund" and A.G. DISTRIBUTORS, INC., a Delaware 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
issued 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,
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and will 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 May 1, 1999 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/ XXXXXX X. XXXX, XX.
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Name: Xxxxxx X. Xxxx, Xx.
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Title: Chairman & CEO
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ATTEST:
/s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
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Title: Vice President & Assistant Sec.
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A.G. DISTRIBUTORS, INC.
By: /s/ XXXXX XXXXXX
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Name: Xxxxx Xxxxxx
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Title: President & CEO
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ATTEST:
/s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
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Title: Assistant Secretary
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