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EXHIBIT 9(d)
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is entered into as of the 7th day of October, 1998, by
and among VALIC Retirement Services Company, a Texas corporation, ("Service
Provider"), VALIC Investment Services Company, a Texas corporation, ("Dealer"),
and American General Series Portfolio Company 2 (the "Trust"), a Delaware
business trust, all of which have their principal offices at 0000 Xxxxx Xxxxxxx,
Xxxxxxx, Xxxxx 00000.
WHEREAS, the Trust is registered with the Securities and Exchange
Commission (the "SEC") as an open-end management investment company under the
Investment Company Act of 1940, as amended ("1940 Act"), and offers shares of
beneficial interests ("Shares") in several series (each a "Fund" and
collectively, the "Funds"), each Fund having its own investment objectives and
investment policies and issuing Shares in several classes ("Classes"); and
WHEREAS, a Certificate of Trust is on file with the Secretary of the
State of Delaware; and
WHEREAS, the Service Provider has been selected by certain employee
retirement benefit plans (each a "Plan" and collectively, the "Plans") to
provide certain administrative and recordkeeping services to the Plans and their
participants ("Participants") in connection with their investments in the Funds;
and
WHEREAS, the Dealer provides securities order processing services to
the trustee and/or custodian of the Plans and provides services to Plan
Participants; and
WHEREAS, the Service Provider, the Dealer, and the Trust desire that
the purchase and redemption of shares of the Funds be facilitated through one or
more omnibus accounts that has or have been established in the name of VALIC
Trust Company as trustee and/or custodian of the Plan; and
WHEREAS, the services to be provided by the Service Provider and the
Dealer hereunder will benefit the Trust by relieving it of the expense it would
incur if such services were to be provided by the Trust;
WHEREAS, the Trust desires that the Service Provider and the Dealer
provide services with respect to the Plans and the Service Provider and the
Dealer desire to provide such services; and
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WHEREAS, this Agreement is executed on behalf of the Trust or the
Trustees of the Trust as Trustees and not individually and that the obligations
of this Agreement are not binding upon any of the Trustees, officers or
shareholders of the Trust individually, but are binding only upon the assets and
property of the Trust. A Certificate of Trust in respect of the Trust is on file
with the Secretary of the State of Delaware.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. TERMS OF APPOINTMENT; DUTIES OF THE PARTIES
1.01. The Service Provider and the Dealer. The Service Provider and
the Dealer shall perform the services described herein, with
respect to the Funds and Classes identified on Schedule A hereto,
in accordance with procedures established from time to time by
agreement of the Trust, the Service Provider, and the Dealer, and
between the Service Provider and the Plans, in each case subject
to terms and conditions set forth in each of the Trust's current
prospectus. Except as specifically provided herein, neither the
Service Provider nor the Dealer shall be or be held out to be an
agent of the Trust or any Fund.
(a) The Service Provider shall receive from the Plans, Plan
Participants, Plan sponsors, authorized Plan committees or
Plan trustees, according to the Service Provider's agreement
with each Plan, by the close of regular trading on the New
York Stock Exchange (the "Close of Trading") each business
day that the New York Stock Exchange is open for business
("Business Day") instructions for the purchase, redemption
and exchange of Shares (together, "Instructions");
(b) Based on Instructions received each Business Day, the
Service Provider shall compute net purchase requests or net
redemption requests for Shares for each Fund for each Plan
(together, "Orders"); (solely for purposes of receiving
Instructions for the processing of Orders, and subject to
the terms and conditions set forth in this Agreement, the
Service Provider shall be deemed to be an agent for the
Funds);
(c) The Service Provider and the Dealer shall maintain records
as required by applicable law related to, and advise the
Trust as to the foregoing as instructed by the Trust. The
Service Provider and the Dealer agree that such records
maintained by them in connection with their activities under
this Agreement will be preserved,
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maintained and made available in accordance with applicable
law and regulations, and copies or, if required, originals
will be surrendered promptly to the Trust on and in
accordance with its request. Records surrendered hereunder
shall be in machine readable form, except to the extent that
the Service Provider and the Dealer have maintained such
records only in paper form. This provision shall survive the
termination of this Agreement.
(d) The Dealer shall transmit Orders to the Trust or its agent
by the Close of Trading each Business Day. Such Orders shall
be based solely on Instructions received in proper form by
the Service Provider from the Plans, Plan Participants, Plan
sponsors, authorized Plan committees or Plan trustees,
according to the Service Provider's agreement with each
Plan, by the Close of Trading each Business Day.
Instructions received by the Service Provider after the
Close of Trading on any Business Day shall be treated as
though received on the next Business Day. The Dealer and the
Service Provider shall maintain internal controls reasonably
designed to prevent Plan Instructions received after the
Close of Trading on any Business Day from being aggregated
with any Order transmitted or otherwise communicated to the
Transfer Agent as if it were received prior to the Close of
Trading.
(e) The Dealer shall transmit Orders to the Trust or its agent
by no later than 9:00 AM Eastern Time on the first Business
Day following the Business Day on which the Order was
received. The Business Day on which Instructions are
received in proper form by the Service Provider prior to the
Close of Trading will be the Business Day as of which Orders
will be deemed received by the Trust or its agent. For
purposes of Section 1.01(d) and this Section 1.01(e), proper
form shall mean when amounts to be purchased or redeemed are
identified on the Service Provider's recordkeeping system by
Participant, Plan, and Fund.
(f) The Dealer shall promptly deliver, or instruct the Plans (or
the Plans' trustees as the case may be) to deliver to the
Trust or its agent, appropriate documentation and in the
case of purchase requests, payment therefor.
1.02. Equipment. The Service Provider and the Dealer shall maintain
adequate offices, personnel, computers and other equipment
necessary to perform the services contemplated by this Agreement.
The Service Provider and the Dealer shall notify the Trust or its
agent promptly in the event that either the Service Provider
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or the Dealer becomes unable for any reason to perform the
services contemplated by, or any other of its obligations under,
this Agreement. The Service Provider or the Dealer shall maintain
or cause the maintenance of back-up files of the records required
to be maintained hereunder and shall store such back-up files in
a secure off-premises location, so that, in the event of a power
failure or other interruption of whatever cause at the location
of the records, the Service Provider's and the Dealer's records
are maintained intact and transactions can be processed at
another location.
1.03. Disclosure to Plans. The Service Provider shall take all steps
necessary to ensure that the arrangements provided for in this
Agreement are properly disclosed to the Plans.
1.04. Transmission of Information to the Service Provider. In
accordance with procedures established from time to time by
agreement of the Trust and the Service Provider, the Trust or its
agent shall transmit to the Service Provider the following
information for each Fund, as received by the Trust or its agent:
(a) net asset value information as of the Close of Trading each
Business Day;
(b) dividend and capital gains distribution information, as it
arises; and
(c) daily accrual for dividend rate factor (mil rate)
information with respect to the Funds which declare
dividends daily. The Trust or its agent shall transmit to
the Service Provider such information, using its best
efforts by 6:30 PM Eastern Time, on each Business Day that
such information is available.
1.05. Representations Regarding Shares. Any representation made by the
Service Provider regarding any Shares of a Fund shall be in its
capacity as agent for the Plans and not in its capacity as agent
of the Trust or any of the Funds. Similarly, any representation
made by the Dealer regarding any Shares of a Fund shall be in its
capacity as agent for the trustee and/or custodian of a Plan or
as agent of a Participant. Neither the Service Provider nor the
Dealer shall make any representation in any capacity regarding
any Shares of a Fund that is not set forth in the Trust's current
prospectus, statement of additional information or current sales
literature as furnished by the Trust or its agent. To the extent
that the Service Provider or the Dealer shall create sales
literature identifying the Trust or the Funds, all such sales
literature shall be submitted for approval to the Trust within
ten (10) days in advance of the earlier of (a) its intended use
or (b) its filing
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with the National Association of Securities Dealers, Inc.
("NASD"). The Dealer shall be responsible for the expense and
filing of any sales literature that it, with the approval of the
Trust, creates.
1.06. Confidentiality of Information. The parties hereto agree that
all books, records, information, computer programs and data
pertaining to the business of any other party which are exchanged
or received pursuant to the negotiation or the carrying out of
this Agreement shall be kept confidential and shall not be
voluntarily disclosed to any other person, except as may be
permitted hereunder or may be required by law. This provision
shall not apply to information lawfully in the possession of a
party prior to the term hereof that has been lawfully obtained
from other sources or independently developed by a party without
reference to or reliance on information obtained from any other
party hereto. This provision shall survive the termination of
this Agreement.
1.07. Compliance with Law. All of the parties shall at all times
comply with all applicable federal and state laws and regulations
thereunder, including the rules of any self-regulatory
organization, in connection with the performance of each of the
parties' responsibilities under this Agreement.
1.08. Administrative Services. The Service Provider and the Dealer
shall perform the administrative and recordkeeping services (the
"Administrative Services") described in Schedule B attached
hereto, as such Schedule B may be amended from time to time with
the mutual consent of the parties hereto, with respect to Shares
purchased, held or redeemed by a Plan. Except as provided
specifically in Section 1.01(b) hereof, the Service Provider and
the Dealer shall perform the Administrative Services as
independent contractors and not as employees or agents of the
Trust or any Fund. The Service Provider and the Dealer shall
perform the Administrative Services in accordance with procedures
established from time to time by the agreement of the Trust, the
Service Provider, and the Dealer, and subject to terms and
conditions set forth in the Trust's current prospectus.
1.09. No Impairment of Trust's Authority. No provision of this
Agreement shall limit in any way the authority of the Trust to
take such action as it deems appropriate in connection with
matters relating to the operation of the Funds and the sale of
Shares.
1.10. Authority of the Service Provider and the Dealer. The Service
Provider and the Dealer acknowledge that neither is authorized by
the Trust or any Fund to register the transfer of Shares or to
transfer record ownership of Shares, and that only the Trust or
its agent is authorized to perform such activities.
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2. COMPENSATION
2.01. Service Provider's Expenses. The Service Provider and the Dealer
shall bear all expenses arising out of the performance of the
Administrative Services and of the performance of their functions
described herein. Neither the Service Provider nor the Dealer
shall receive (nor shall any agent of the Service Provider or
Dealer receive) from the Trust or any Fund (or from any affiliate
of the Trust) any monetary compensation or reimbursement for such
expenses.
2.02. Trust's and Fund Expenses. The Trust shall bear all the expenses
of the Funds hereunder and shall not receive (nor shall any agent
of the Trust receive) from the Service Provider or the Dealer any
monetary compensation or reimbursement for such expenses.
2.03. Administrative Fees. In consideration of the Service Provider's
and the Dealer's performance of the Administrative Services, the
Trust, from the assets of each Fund, severally and not jointly,
shall pay either to the Service Provider or the Dealer the fees
(the "Administrative Fees") described in Schedule C attached
hereto, as such Schedule C may be amended from time to time with
the mutual consent of the Service Provider or the Dealer (as the
case may be) and the Trust and the relevant Fund. The Service
Provider or the Dealer must notify the Trust in writing
immediately upon the opening of any new omnibus account with the
Trust. The Dealer shall perform Administrative Services
hereunder without compensation therefor.
2.04. Calculation and Payment of Fees. The Administrative Fees shall
be calculated in the manner described in Schedule C hereto and
shall be due each calendar month from the Trust on behalf of each
Fund for which the Service Provider and the Dealer perform
Administrative Services pursuant to this Agreement. The Trust
shall make a payment for Administrative Fees for a calendar month
within thirty (30) days after the last day of such month. The
Service Provider or the Dealer shall have sixty (60) days
following receipt of the payment to verify the amount of the
payment and after such time the amount will be considered final.
3. REPRESENTATIONS AND WARRANTIES
3.01. Service Provider's Representations. The Service Provider
represents and warrants to the Trust that:
(a) it is a corporation duly organized and validly existing and
in good standing under the laws of the State of Texas;
(b) it has full power and authority under applicable law to
carry on its business, and is registered or licensed as
required, in each jurisdiction where it conducts its
business, and the performance of its obligations hereunder
does not and will not violate or conflict with any governing
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document or agreement of the Service Provider or any
applicable law, including, but not limited to, the Employee
Retirement Income Security Act of 1974;
(c) it maintains and knows of no reason why it cannot or will
not during the term hereof maintain adequate offices,
personnel, computers and other equipment necessary to
perform the services contemplated by this Agreement;
(d) the Service Provider's internal control structure over the
processing and transmission of Plan Instructions is suitably
designed to (i) prevent Instructions received after the
Close of Trading from being aggregated and communicated to
the Trust with Instructions received before the Close of
Trading and (ii) minimize errors that could result in the
late transmission of such Instructions;
3.02. Dealer Representations. The Dealer represents and warrants to
the Trust and each Fund that:
(a) it is a corporation duly organized and validly existing and
in good standing under the laws of the State of Texas;
(b) it has full power and authority under applicable law to
carry on its business, and is registered or licensed as
required, in each jurisdiction where it conducts its
business;
(c) (i) it is duly registered as a broker-dealer under section
15 of the Securities Exchange Act of 1934, (ii) it is duly
registered as an investment adviser under section 203 of the
Investment Advisers Act of 1940, and (iii) is a member in
good standing of the NASD, and is in compliance with the
conditions and qualifications set forth in the Conduct Rules
of the NASD;
(d) it will not purchase Shares of a Fund for its own account or
otherwise act as principal in connection with the purchase
or the redemption of Shares of a Fund;
(e) it maintains and knows of no reason why it cannot or will
not, during the term hereof, maintain adequate offices,
personnel, procedures, computers and other equipment
necessary to perform the services contemplated by this
Agreement; and
(f) its entering into and performing this Agreement are duly
authorized by any necessary corporate actions and will not
violate any provision of
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applicable law or regulation or order of any court,
governmental or regulatory body, or any agreement or
instrument by which it is bound.
3.03. Trust's Representations. The Trust represents on its own behalf,
and for each Fund, and warrants to the Service Provider and the
Dealer that:
(a) the Trust is registered with the SEC as an open-end
management investment company under the 1940 Act;
(b) and the Shares of each of the Funds identified in Schedule A
attached hereto are registered under the Securities Act of
1933 ("1933 Act");
(c) the Trust shall amend the Registration Statement for the
Shares on Form N-1A under the 1933 Act and the 1940 Act from
time to time in order to effect the continuous offering of
the Shares;
(d) the Trust shall register or qualify the Shares for sale in
accordance with the laws of various states only if and to
the extent deemed advisable by the Trust, the Service
Provider, or the Dealer; and
(e) the entering into and the performing of this Agreement by
the Trust are duly authorized and will not violate any
provision of applicable law, regulation or order of any
court, governmental or regulatory body, or any agreement or
instrument by which the Trust and the Funds are bound.
4. INDEMNIFICATION
4.01. By The Trust. The Trust, on behalf of each Fund, shall indemnify
and hold the Service Provider, the Dealer (including any
affiliate of the foregoing), and the directors, trustees,
officers and employees of the Service Provider and the Dealer
harmless from and against any and all losses, damages, costs,
charges, reasonable counsel fees, payments, expenses and
liabilities ("Losses") arising out of or attributable to:
(a) the Trust's, its agent's, or the Fund's refusal or failure
to comply with the provisions of this Agreement or
applicable law;
(b) the bad faith, negligence or willful misconduct of the
Trust, its agent, or any Fund; or
(c) the breach of any representation or warranty of the Trust on
behalf of itself or a Fund hereunder, in each case except to
the extent such Losses arise out of or are attributable to
another party's breach of any provision of this
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Agreement or the bad faith, negligence or willful misconduct
of another party in performing its obligations hereunder.
4.02. By Service Provider. The Service Provider shall indemnify and
hold the Trust, each affiliate of the Trust, each Fund, and the
trustees, officers and employees of the Trust harmless from and
against any and all Losses arising out of or attributable to:
(a) the Service Provider's or its agent's refusal or failure to
comply with the provisions of this Agreement or applicable
law or with instructions properly given hereunder, whether
it is performing functions on behalf of the Plans or
providing Administrative Services;
(b) the Service Provider's or its agent's performance of or
failure to perform the Administrative Services;
(c) the bad faith, negligence or willful misconduct of the
Service Provider or its agent, whether it is performing
functions on behalf of the Plans or providing Administrative
Services;
(d) the Service Provider's or its agent's furnishing to any
Plan, Plan Participant, Plan sponsor, authorized Plan
committee or Plan trustee any materially inaccurate,
misleading or untimely information regarding any Fund or the
Shares through no fault of the Trust or its agent; or
(e) the breach of any representation or warranty of the Service
Provider hereunder, in each case except to the extent such
Losses arise out of or are attributable to another party's
breach of any provision of this Agreement or the bad faith,
negligence or willful misconduct of another party in
performing its obligations hereunder.
4.03. By the Dealer. The Dealer shall indemnify and hold the Trust,
each affiliate of the Trust, each Fund, and the trustees,
officers and employees of the Trust and each harmless from and
against any and all Losses arising out of or attributable to:
(a) the Dealer's or its agent's refusal or failure to comply
with the provisions of this Agreement or applicable law or
with instructions properly given hereunder;
(b) the Dealer's or its agent's performance of or failure to
perform the Administrative Services;
(c) the bad faith, negligence or willful misconduct of the
Dealer or its agent;
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(d) the Dealer's or its agent's furnishing to any Plan, Plan
Participant, Plan sponsor, authorized Plan committee or Plan
trustee any materially inaccurate, misleading or untimely
information regarding any Fund or the Shares through no
fault of the Trust, its agent, or any Fund; or
(e) the breach of any representation or warranty of the Dealer
hereunder, in each case except to the extent such Losses
arise out of or are attributable to another party's breach
of any provision of this Agreement or the bad faith,
negligence or willful misconduct of another party in
performing its obligations hereunder.
4.04. Acts of God. In the event that any party is unable to perform
its obligations under the terms of this Agreement because of acts
of God, strikes, equipment or transmission failure or damage
beyond its reasonable control, or other causes beyond its
reasonable control, such party shall not be liable to any other
party for any damages resulting from such failure to perform or
otherwise from such causes.
4.05. No Consequential Damages. No party to this Agreement shall be
liable to any other party for consequential damages under any
provision of this Agreement.
4.06. Claim Procedure. In order that the indemnification provisions
contained herein shall apply, upon the assertion of a claim or
loss for which any party (the "Indemnitor") may be required to
indemnify another party (the "Indemnitee"), the Indemnitee shall
promptly notify the Indemnitor of such assertion or loss, and
shall keep the Indemnitor advised with respect to all
developments concerning any such claim. The Indemnitor shall have
the option to participate at its expense with the Indemnitee in
the defense of any such claim. In the event that there is more
than one Indemnitor with respect to any such claim, the
Indemnitors shall agree as to their exercise of this option. The
Indemnitee shall in no case confess any claim or make any
compromise in any case in which the Indemnitor may be required to
indemnify it except with the Indemnitor's prior written consent.
The obligations of the Trust, the Service Provider, and the
Dealer under this Section 4 shall survive the termination of this
Agreement.
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5. ACKNOWLEDGMENTS
5.01. Fees Solely for Administrative Services. The parties hereto
acknowledge that the Administrative Fees are for administrative
and recordkeeping services only and do not constitute payment in
any manner for investment advisory or distribution services or
services of an underwriter or principal underwriter within the
meaning of the 1933 Act or the 0000 Xxx. The parties acknowledge
that the Service Provider has been providing and will continue to
provide certain services to the Plans as agent of the Plans,
which, together with the Dealer, may involve, among other things,
preparing informational or promotional materials relating to
their services that may refer to the Funds and responding to
telephone inquiries from Plan Participants. The parties
acknowledge that the provision of such services and any other
actions of the Service Provider and the Dealer related to the
Funds and not specifically authorized herein are outside the
scope of this Agreement.
5.02. Service Provider Acting as Agent for the Plans; Supervision. The
parties acknowledge that the Service Provider has been selected
as a provider of administrative and recordkeeping services by the
Plans, and that, except as provided specifically in Section
1.01(b) hereof, the Service Provider will perform the
Administrative Services hereunder as an independent contractor
and not as an employee or agent of the Trust or any Fund. The
parties acknowledge, further, that neither the Trust nor any Fund
undertakes to supervise the Service Provider or the Dealer in the
performance of the Administrative Services; that neither the
Trust nor any Fund shall be responsible for the performance of
the Administrative Services by the Service Provider or the
Dealer; that neither the Trust nor any Fund shall be responsible
for the accuracy of the records maintained by the Service
Provider for the Plans; and that neither the Trust nor any Fund
shall be responsible for the performance of other functions by
the Service Provider or the Dealer for the Plans and the
Participants. This Agreement does not entitle the Service
Provider or the Dealer to purchase any Shares for each of its own
account.
5.03. Laws Applicable to Funds. The Service Provider acknowledges that
the Trust is a registered investment company under the 1940 Act,
is subject to the provisions of the 1940 Act and regulations
thereunder, and that the offer and sale of the Shares of the
Funds are subject to the provisions of federal and state laws and
regulations applicable to the offer and sale of securities. The
Trust acknowledges that the Service Provider and the Dealer are
not responsible for the Trust's or any Fund's compliance with
such laws and regulations. If the Trust or any Fund notifies the
Service Provider and the Dealer that a procedure or other
activity of the Service Provider or the Dealer related to the
discharge of either of its obligations hereunder has or may have
the effect of causing the Trust or any Fund to violate any of
such laws or regulations, the Service Provider, the Dealer, and
the Trust, on behalf of the Funds, shall develop a mutually
agreeable alternative procedure or activity which does not have
such effect.
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5.04. Agents of the Service Provider, the Dealer, and the Trust. Each
party shall notify the other parties to this Agreement prior to
the use of any agent. To the extent agents of the Service
Provider or the Dealer perform services under this Agreement that
are the responsibility of the Service Provider or the Dealer, as
the case may be, the Service Provider or the Dealer shall be
responsible for, and assume all liability for (including any
obligation for indemnification as provided in Sections 4.02 or
4.03 hereof, as applicable), the actions and inactions of such
agents as if such services had been provided by the Service
Provider or the Dealer. Similarly, to the extent agents of the
Trust perform services under this Agreement that are the
responsibility of the Trust, the Trust shall be responsible for,
and assume all liability for (including any obligation for
indemnification as provided in Section 4.01 hereof, as
applicable), the actions and inactions of such agents as if such
services had been provided by the Trust.
6. AMENDMENT AND TERMINATION OF AGREEMENT
6.01. Amendment. Except as otherwise provided herein, this Agreement
may be amended or modified only by a written instrument executed
by all the parties affected thereby; provided that an amendment
solely to add or remove any Fund may be made, and shall be valid
and binding, by the addition or removal of the relevant Fund's
listing on Schedule A and its signature below without requiring
the other parties' signatures and shall be effective as of the
date of execution, unless any other party objects in writing
within thirty (30) days after receiving notice of such amendment.
6.02. Termination Without Cause. This Agreement may be terminated by
any party upon ninety (90) days written notice to each other
party.
6.03. Termination by Trust for Cause. This Agreement may be terminated
by the Trust as to any Fund immediately upon notice to each other
party in the event that (a) the Service Provider or the Dealer
becomes unable for any reason to perform the services
contemplated by this Agreement, or (b) the performance by the
Service Provider or the Dealer of the services contemplated by
this Agreement becomes in the Trust's reasonable judgment
unlawful or ceases to satisfy the Trust's reasonable standards
and so becomes unacceptable to the Trust.
6.04. Termination by Service Provider or the Dealer for Cause. This
Agreement may be terminated by the Service Provider or the Dealer
immediately upon notice to the Trust in the event that (a) the
Trust becomes unable for any reason to fulfill the obligations
set forth in this Agreement or (b) the performance by the Trust
of the obligations contemplated by this Agreement becomes in the
reasonable judgment of the Service Provider or the Dealer
unlawful or ceases to satisfy the Service
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Provider's or the Dealer's reasonable standards and so becomes
unacceptable to the Service Provider or the Dealer.
6.05. Termination for Cause by Any Party. This Agreement may be
terminated by any party hereto immediately upon notice to each
other party in the event that (a) all the Funds cease to be
investment alternatives under all the Plans, (b) the Trust
declines to accept any additional purchase or redemption requests
for Shares, (c) the SEC issues any stop order suspending the
effectiveness of the registration statements or prospectus for
the Trust, or a current prospectus for the Trust is not on file
with the SEC as required by Section 10 of the 1933 Act, or (d)
any other party materially breaches this Agreement. To the extent
that any of the events enumerated (a) through (d) of this Section
6.05 occurs with respect to one or more Funds, but not with
respect to all the Funds, or that one or more Funds, but not all
the Funds, terminates this Agreement, in lieu of termination of
this Agreement, the Trust shall amend Schedule A hereto with
notice to the other parties to remove the relevant Funds from
such Schedule A.
6.06. Termination Procedures. Upon termination of this Agreement, each
party shall return to each other party all copies of confidential
or proprietary materials or information received from such other
party hereunder, other than materials or information required to
be retained by such party under applicable laws or regulations.
This provision shall survive the termination of this Agreement.
7. ASSIGNMENT AND DELEGATION
7.01. Assignment and Delegation. Except as otherwise provided herein,
neither this Agreement nor any rights, duties or obligations
hereunder may be assigned or delegated by any party without the
written consent of the other parties.
7.02. Successors. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted
successors and assigns.
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8. NOTICES
Notices hereunder shall be in writing, shall be signed by an authorized
officer, and shall be deemed to have been duly given if delivered personally,
sent by certified mail (return receipt requested), or sent by facsimile machine
in accordance with procedures established by agreement of the Trust and the
Service Provider or the Dealer, and if it is addressed to a party either at its
address below or at a changed address specified by it in a notice to the other
parties hereto:
Trust: AMERICAN GENERAL SERIES PORTFOLIO COMPANY 2
Service Provider: VALIC RETIREMENT SERVICES COMPANY
Dealer: VALIC INVESTMENT SERVICES COMPANY
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
9. MISCELLANEOUS
9.01. Texas Law to Apply. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with
the laws of the State of Texas, without regard to conflicts of
laws principles.
9.02. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto and supersedes any prior
agreement with respect to the subject matter hereof whether
oral or written. All exhibits and schedules hereto, as amended
from time to time, are incorporated herein and made a part
hereof. References herein to exhibits and schedules refer to
such exhibits and schedules as so amended. Nothing contained
in this Agreement is intended to convey rights to any third
parties, such as Plans, Plan trustees or Participants.
9.03. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original document and
all of which together shall be deemed one and the same
instrument.
9.04. Limitation of Liability of the Trust, Trustees and
Shareholders. It is understood and expressly stipulated that
none of the trustees, officers, agents, or shareholders of the
Trust or any Fund shall be personally liable hereunder. It is
understood and acknowledged that all persons dealing with the
Trust or any Fund must look solely to the property of such
Fund for the enforcement of any claims against the Fund as
neither the trustees, officers, agents or shareholders assume
any personal liability for obligations entered into on behalf
of any Fund. No Fund shall be liable for the obligations or
liabilities of any other Fund.
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9.05. Headings. The headings contained in this Agreement are for
purposes of convenience only and shall not affect the meaning
or interpretation of this Agreement.
9.06. Severability. If any provision or portion of this Agreement
shall be determined to be invalid or unenforceable for any
reason, the remaining provisions and portions of the Agreement
shall be unaffected thereby and shall remain in full force and
effect to the fullest extent by law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
AMERICAN GENERAL SERIES PORTFOLIO COMPANY 2
By:
-------------------------------------
Name:
Title:
VALIC RETIREMENT SERVICES COMPANY
By:
-------------------------------------
Name: J. Xxxxx Xxxxx
Title: Vice President
VALIC INVESTMENT SERVICES COMPANY
By:
-------------------------------------
Name:
Title:
15
16
SCHEDULE A
LIST OF AMERICAN GENERAL SERIES PORTFOLIO COMPANY 2
FUNDS AND CLASSES OF SHARES COVERED BY THE AGREEMENT
American General International Growth Fund - Institutional Class I
American General Large Cap Growth Fund - Institutional Class I
American General Mid Cap Growth Fund - Institutional Class I
American General Small Cap Growth Fund - Institutional Class I
American General International Value Fund - Institutional Class I
American General Large Cap Value Fund - Institutional Class I
American General Mid Cap Value Fund - Institutional Class I
American General Small Cap Value Fund - Institutional Class I
American General Socially Responsible Fund - Institutional Class I
American General Balanced Fund - Institutional Class I
American General High Yield Bond Fund - Institutional Class I
American General Strategic Bond Fund - Institutional Class I
American General Domestic Bond Fund - Institutional Class I
American General Core Bond Fund - Institutional Class I
American General Money Market Fund - Institutional Class I
American General Municipal Bond Fund - Institutional Class I
American General Municipal Money Market Fund - Institutional Class I
17
SCHEDULE B
THE ADMINISTRATIVE SERVICES
1. The Service Provider shall maintain adequate records for each Plan
reflecting Shares purchased and redeemed, including the date, price and number
of Shares purchased, redeemed or exchanged; dividend reinvestment dates and
amounts of dividends paid for at least the current year to date; records of
distributions and dividend payments; Share transfers; investment allocation
changes; and overall control records. Such records shall be preserved,
maintained and made available in accordance with the provisions of applicable
law and regulations, and copies or, if required, originals shall be surrendered
promptly to the Trust on and in accordance with its request. Records surrendered
hereunder shall be in machine readable form, except to the extent that such
records have been maintained only in paper form.
2. The Service Provider shall disburse or credit to the Plans, and
maintain records of, all proceeds of Share redemptions and distributions not
reinvested in Shares.
3. The Dealer shall cause and oversee the timely and accurate transfer
of funds in connection with Plan accounts with the Funds.
4. The Dealer or the Service Provider shall prepare and deliver
periodic account statements to the Plans showing for each Plan the total number
of Shares held as of the statement closing date, purchases and redemptions of
Shares during the statement period, and dividends and other distributions paid
during the statement period (whether paid in cash or reinvested in Shares),
including dates and prices for all transactions.
5. Subject to the terms of the agreements with each Plan, and to the
extent required by applicable law, the Service Provider shall deliver or cause
the delivery of prospectuses, proxy materials (where pass-through voting is
required), periodic reports to shareholders, and other materials provided to the
Service Provider by the Trust on behalf of the Funds.
6. The Dealer shall receive Instructions from the Service Provider or
the trustee and/or custodian of the Plans, and communicate Orders to the Trust
or its agent as specified in the Agreement.
7. The Dealer shall transmit Orders to the Trust or its agent and, in
accordance with applicable law, send to the Plans confirmations related to the
processing of Instructions and Orders.
8. The Service Provider shall maintain daily and monthly purchase
summaries (expressed in both Share and dollar amounts) for each Plan.
9. The Dealer shall use its best efforts to arrange for payment for net
purchases of Shares attributable to all Orders executed prior to 4:00 PM on a
given Business Day to be wired to the Trust or its agent by 12:00 PM (noon)
eastern time the first Business Day following receipt of such orders
18
by the Service Provider. The Trust agrees that it will use its best efforts to
arrange for payment for net redemptions for Shares attributable to all orders
executed prior to 4:00 PM on a given Business Day to be wired to the trustee
and/or custodian of the Plans by 12:00 PM (noon) eastern time the first Business
Day following receipt of such orders by the Transfer Agent.
10. The Dealer and the Service Provider shall transmit to the Trust or
its agent, or to any Fund designated by the Trust, such occasional and periodic
reports as the Trust shall reasonably request from time to time to enable it or
such Fund to comply with applicable laws and regulations.
11. The Service Provider or the Dealer shall establish a voice response
system and make customer service representatives accessible to respond to Plan
or Participant inquiries regarding, among other things, Share prices, account
balances, dividend amounts, dividend payment dates, and any information changes
concerning a Plan or Participant.
12. The Service Provider shall provide average cost basis reporting to
Plan Participants to assist them in preparing their income tax returns.
13. The Service Provider shall prepare and file with the appropriate
governmental agencies such tax-related information, returns and reports as are
required under applicable laws or regulations to be filed for reporting (a)
dividends and other distributions, (b) amounts withheld on dividends and other
distributions and payments, and (c) gross proceeds of sales transactions.
14. The Service Provider shall assist with the solicitation of proxies
from Plan Participants, as requested from time to time by the Trust.
15. The Service Provider shall establish Internet access for
Participants to view account balances and perform certain limited transactions
as determined by the Service Provider and the Dealer.
16. The Service Provider shall perform all testing and Plan compliance
services, including consulting on proposed Plan amendments, determining Plan
eligibility, calculating Plan service and vesting, and processing forfeitures.
2
19
SCHEDULE C
THE ADMINISTRATIVE FEES
The Trust, on behalf of the Funds, will pay the Service Provider or the
Dealer (but not both of them) a monthly fee at an annualized rate of .25 percent
(25 basis points) with respect to the Funds listed on Schedule A, of the average
daily account balance during the month for each account for which the Service
Provider and the Dealer perform Administrative Services. If the Service Provider
or the Dealer begins or ceases to perform Administrative Services during the
month, such fee shall be prorated according to the proportion which such portion
of the month bears to the full month.
