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EXHIBIT 8(k)(iv)
AGREEMENT
THIS AGREEMENT ("Agreement") made as of November 1, 2000, is by and between SIT
INVESTMENT ASSOCIATES, INC., a Minnesota corporation ("Adviser") and THE
VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas corporation ("VALIC").
WITNESSETH:
WHEREAS, each of the investment companies listed on Schedule One hereto
("Schedule One," as the same may be amended from time to time), is registered as
an open-end management investment company under the Investment Company Act of
1940, as amended (the "Act") (such investment companies are hereinafter
collectively called the "Funds," or each a "Fund"); and
WHEREAS, each of the Funds is available as an investment vehicle for VALIC for
its separate account to fund variable annuity contracts ("Contracts") listed on
Schedule Two hereto ("Schedule Two," as the same may be amended from time to
time); and
WHEREAS, VALIC has entered into a participation agreement dated November 1,
2000, among VALIC, 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/or
administrative services to the Funds; and
WHEREAS, Adviser desires VALIC 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
VALIC 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. VALIC agrees to perform the Administrative Services specified in
Exhibit A hereto for the benefit of the Shareholders.
2. VALIC 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. VALIC agrees to provide copies of all the historical records relating
to transactions between the Funds and Shareholders, and all written
communications and other related
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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
its representatives to monitor and review the Administrative Services
performed by VALIC, 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, VALIC 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. VALIC 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 VALIC required by this
Agreement, or the Participation Agreement, provided that VALIC shall be
fully responsible for the acts and omissions of such other parties.
5. VALIC 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. VALIC 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 VALIC or the name of its nominee and
which are maintained in VALIC variable annuity or variable life
insurance accounts. VALIC 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 VALIC 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
VALIC, beginning on the date hereof, Adviser agrees to pay VALIC a
quarterly amount that is equal on an annual basis to _______________
basis points (____%) of the average daily net assets of the Fund held
in the Contracts. The foregoing fee will be paid by Adviser to VALIC
within 20 days of the end of each calendar quarter, without demand or
notice by VALC.
Notwithstanding anything in this Agreement or the Participation
Agreement appearing to the contrary, the payments by Adviser to VALIC
relate solely to the performance by VALIC of the Administrative
Services described herein only, and do not constitute payment in any
manner for services provided by VALIC to VALIC policy or contract
owners, or to any separate account organized by VALIC, or for any
investment advisory services, or for costs associated with the
distribution of any variable annuity or variable life insurance
contracts.
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9. VALIC shall indemnify and hold harmless each of the Funds, Adviser and
Underwriter 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
by VALIC of the Administrative Services under this Agreement.
10. This Agreement may be terminated without penalty at any time by VALIC
or by Adviser as to one or more of the Funds collectively, upon one
hundred and eighty days (180) 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 VALIC to preserve any records (in any
medium or format) relating to this Agreement beyond the time periods
otherwise required by the laws to which VALIC or the Funds are subject
provided that such records shall be offered to the Funds in the event
VALIC 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 VALIC 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 VALIC 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. VALIC 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.
13. It is understood and agreed that in performing the services under this
Agreement VALIC, acting in its capacity described herein, shall at no
time be acting as an agent for Adviser, Underwriter or any of the
Funds. VALIC 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 VALIC; in the then current prospectus
for a variable annuity contract or variable life insurance policy
issued by VALIC or then current sales literature with respect to such
variable annuity contract or variable life insurance policy, approved
by Adviser.
14. 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.
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15. This Agreement shall be governed by the laws of the State of Texas,
without giving effect to the principles of conflicts of law of such
jurisdiction.
16. 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.
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IN WITNESS HEREOF, the parties hereto have executed and delivered this Agreement
as of the date first above written.
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By:
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Authorized Signatory
-------------------------------
Print or Type Name
SIT INVESTMENT ASSOCIATES, INC.
By:
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Authorized Signatory
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Print or Type Name
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SCHEDULE ONE
<TABLE>
<CAPTION>
INVESTMENT COMPANY NAME: FUND NAME(s):
----------------------- ------------
<S> <C>
Sit MidCap Growth Fund, Inc.
</TABLE>
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SCHEDULE TWO
LIST OF CONTRACTS
o Portfolio Director Series
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EXHIBIT A
Pursuant to the Agreement and the Participation Agreement by and among the
parties hereto, and subject to the requirements of the Fund's then current
prospectus and statement of additional information, VALIC 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.
VALIC 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 VALIC 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 VALIC 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 under all applicable state and
federal laws.
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 and other applicable state and federal laws.
