ADMINISTRATIVE SERVICES
AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") made as of November
20, 2000, is by and among AYCO SERIES TRUST, a Delaware business trust ("Trust")
on behalf of the series of the Trust set forth in Schedule One hereto ("Schedule
One," as the same may be amended from time to time) (such series of the Trust
are hereinafter collectively referred to as the "Fund" or "Funds"), THE AYCO
COMPANY, L.P., a Delaware limited partnership ("Adviser"), and AMERICAN GENERAL
LIFE INSURANCE COMPANY, a Texas corporation ("AGL").
W I T N E S S E T H:
WHEREAS, each of the investment companies listed on Schedule One is registered
------------
as an open-end management investment company under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS, each of the Funds is available as an investment vehicle for AGL for its
separate account to fund variable life insurance and variable annuity contracts
("Contracts") listed on Schedule Two hereto ("Schedule Two," as the same may be
------------ ------------
amended from time to time); and
WHEREAS, AGL has entered into a participation agreement dated November 20, 2000,
among AGL, the Funds, and the Funds' Underwriter (the "Participation Agreement,"
as the same may be amended from time to time); and
WHEREAS, Adviser provides, among other things, investment advisory and certain
administrative services to the Funds; and
WHEREAS, Adviser and the Fund desire AGL to provide the administrative services
specified in the attached Exhibit A ("Administrative Services"), in connection
---------
with the Contracts for the benefit of persons who maintain their ownership
interests in the separate account, whose interests are included in the master
account ("Master Account") referred to in paragraph 1 of Exhibit A
---------
("Shareholders"), and AGL is willing and able to provide such Administrative
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. AGL agrees to perform the Administrative Services specified in Exhibit A
---------
hereto for the benefit of the Shareholders.
2. AGL 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.
3. AGL agrees to provide copies of all the historical records relating to
transactions between the Funds and Shareholders, and all written
communications and other related materials regarding the Fund(s) to or from
such Shareholders, as reasonably requested by Adviser or its
representatives (which representatives, include, without limitation, its
auditors, legal counsel or the Underwriter, as the case may be), to enable
Adviser or the Funds or their representatives to monitor and review the
Administrative Services performed by AGL, or 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 Shareholder.
In addition, AGL 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 Administrative
Services.
4. AGL may, with the consent of Adviser and the Funds, contract with or
establish relationships with other parties for the provision of the
Administrative Services or other activities of AGL required by this
Agreement, or the Participation Agreement, provided that AGL shall be fully
responsible for the acts and omissions of such other parties.
5. AGL 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.
6. AGL hereby represents and covenants that it does not, and will not, control
with power to vote any shares of the Funds which are registered in the name
of AGL or the name of its nominee and which are maintained in AGL variable
annuity or variable life insurance accounts. AGL 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, and other obligations of AGL set
forth in this Agreement.
7. The provisions of the Agreement shall in no way limit the authority of
Adviser, or any Fund or Underwriter 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.
8. In consideration of the performance of the Administrative Services by AGL
with respect to the Contracts, beginning on the date hereof and during the
term of the Participation Agreement, Adviser and the Funds agree to pay
AGL an annual fee which shall equal .25% of the value of each Fund's
average daily net assets in the Contracts maintained in the Master Account
for the Shareholders (excluding all assets invested during the guarantee
periods available under the Contracts). The determination of applicable
average daily net assets for this purpose shall be made by averaging the
net assets in each Fund on each Valuation Date (as defined in the
prospectus relating to the Contracts) of each month falling within the
applicable calendar year. The foregoing fee will be accrued daily and paid
by Adviser and the Funds to AGL on a calendar year basis, and in this
regard, payment of such fee will be made by Adviser and the Funds to AGL
within thirty (30) days following the end of each calendar year.
Notwithstanding the foregoing, it is agreed among the parties that, for a
period of two years from the commencement of operations of the Funds
initially listed in Schedule One hereto, no compensation will be due, owed
or accrued to AGL by the Adviser or the Funds for AGL's services under this
Agreement.
Notwithstanding anything in this Agreement or the Participation Agreement
appearing to the contrary, any payments by Adviser or the Funds to AGL
relate solely to the performance by AGL of the Administrative Services
described herein only, and do not constitute payment in any manner for
services provided by AGL to AGL Contract owners, or to any separate account
organized by AGL, or for any investment advisory services, or for costs
associated with the distribution of any variable annuity or variable life
insurance Contracts.
9. AGL shall indemnify and hold harmless each of the Funds, Adviser and
Underwriter and each of their respective officers, trustees, Directors,
partners, 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 by AGL of
the Administrative Services under this Agreement.
10 This Agreement may be terminated without penalty at any time by any party
to this Agreement, upon one hundred and twenty days (120) written notice to
the other party. Notwithstanding the foregoing, the provisions of
paragraphs 2, 3, 9 and 11 of this Agreement, shall continue in full force
and effect after termination of this Agreement.
This Agreement shall not require AGL to preserve any records (in any medium
or format) relating to this Agreement beyond the time periods otherwise
required by the laws to which AGL or the Funds are subject provided that
such records shall be offered to the Funds in the event AGL decides to no
longer preserve such records following such time periods.
11. After the date of any termination of this Agreement in accordance with
paragraph 10 of this Agreement, no fee will be due with respect to any
amounts in the Contracts first placed in the Master Account for the benefit
of Shareholders after the date of such termination. However,
notwithstanding any such termination, Adviser will remain obligated to pay
AGL the fee specified in paragraph 8 of this Agreement, with respect to the
value of each Fund's average daily net assets maintained in the Master
Account with respect to the Contracts as of the date of such termination,
for so long as such amounts are held in the Master Account and AGL
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.
12. It is understood and agreed that in performing the services under this
Agreement AGL, acting in its capacity described herein, shall at no time be
acting as an agent for Adviser, Underwriter or any of the Funds. AGL
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
Underwriter to AGL; in the then current prospectus for a variable annuity
contract or variable life insurance policy issued by AGL or then current
sales literature with respect to such variable annuity contract or variable
life insurance policy, approved by Adviser and Underwriter.
13. This Agreement, including the provisions set forth herein in paragraph 8,
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 New York,
without giving effect to the principles of conflicts of law of such
jurisdiction.
15. This Agreement, including Exhibit A, Schedule One and Schedule Two,
--------- ------------ ------------
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. The parties agree that Schedule
One and/or Schedule Two may be replaced from time to time with a new
Schedule One and/or Schedule Two to accurately reflect any changes in the
Funds available as investment vehicles and/or the Contracts available,
under the Participation Agreement, respectively.
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:--------------------------------
------------------------------
Title
AYCO SERIES TRUST
By:/s/John J. Collins
--------------------------------
John J. Collins, III
Chief Financial Officer and Controller
--------------------------------------
Title
THE AYCO COMPANY, L.P.
By: HAMBRE, INC., in its capacity as general partner
of The Ayco Company, L.P.
By:/s/Peter R. Martin
----------------------------------------
Peter R. Martin
Vice President
--------------
Title
SCHEDULE ONE
Investment Company Name: Fund Name(s):
----------------------- ------------
Ayco Series Trust Ayco Large Cap Growth Fund I
SCHEDULE TWO
LIST OF CONTRACTS
O Platinum Investor VA
O Platinum Investor I & II VUL
O Platinum Investor III VUL
O Platinum Investor Survivor VUL
O Corporate America - Variable VUL
EXHIBIT A
Pursuant to the Agreement by and among the parties hereto, AGL shall perform the
following Administrative Services:
1. Maintain separate records for each Shareholder, which records shall reflect
shares purchased and redeemed for the benefit of the Shareholder and share
balances held for the benefit of the Shareholder. AGL shall maintain the
Master Account with the transfer agent of the Fund on behalf of
Shareholders and such Master Account shall be in the name of AGL or its
nominee as the record owner of the shares held for such Shareholders.
2. For each Fund, disburse or credit to Shareholders 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 Shareholders' interests.
3. Prepare and transmit to Shareholders periodic account statements showing
the total number of shares held for the benefit of the Shareholder as of
the statement closing date (converted to interests in the Separate
Account), purchases and redemptions of Fund shares for the benefit of the
Shareholder during the period covered by the statement, and the dividends
and other distributions paid for the benefit of the Shareholder during the
statement period (whether paid in cash or reinvested in Fund shares).
4. Transmit to Shareholders proxy materials and reports and other information
received by AGL 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 Shareholders 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 Shareholders.
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
Underwriter to comply with any applicable State Blue Sky requirements.
