EXHIBIT (8)(o)
January, 2000
Dear Sir or Madam:
This letter sets forth the agreement between Scudder Kemper Investments,
Inc. ("Scudder Kemper") and American General Life Insurance Company (the
"Company") concerning certain administrative services to be provided by you on a
sub-administration basis, with respect to Portfolios (as defined below) of the
Kemper Variable Series (the "Fund").
1. Administrative Services and Expenses. Administrative services for the
Accounts (as defined below) which invest in Portfolios of the Fund
pursuant to the Participation Agreement among the Company, the Fund,
Kemper Distributors, Inc., ("KDI"), and Scudder Kemper (the
"Participation Agreement") and for purchasers of Variable Insurance
Products (as defined below) are the responsibility of the Company.
Administrative services for the Portfolios, in which the Accounts
invest, and for purchasers of shares of the Portfolios, are the
responsibility of the Fund, KDI or Scudder Kemper. Capitalized terms
not defined herein shall have the meanings ascribed to them in the
Participation Agreement.
The Company has agreed to assist Scudder Kemper, as Scudder Kemper may
request from time to time, with the provision of administrative
services ("Administrative Services") to the Portfolios, on a sub-
administration basis, as they may relate to the investment in the
Portfolios by the Accounts. It is anticipated that Administrative
Services may include (but shall not be limited to) the mailing of Fund
reports, notices, proxies and proxy statements and other informational
materials to holders of the Variable Insurance Products supported by
the Accounts with allocations to the Portfolios; the provision of
various reports for the Fund and for submission to the Fund's Board of
Trustees; the provision of shareholder support services with respect
to the Portfolios; such services listed on Schedule A attached hereto
and made a part hereof.
2. Administrative Expense Payments. In consideration of the anticipated
administrative expense savings resulting from the arrangements set
forth in this Agreement, Scudder Kemper agrees to pay the Company on a
quarterly basis an amount set forth in Schedule B attached hereto and
made a part hereof.
January, 2000
Page 2
The expense payment contemplated by this Paragraph 2 shall be
calculated by Scudder Kemper at the end of each calendar quarter.
Payment will be accompanied by a statement showing the calculation of
the quarterly amount payable by Scudder Kemper and such other
supporting data as may be reasonably requested by American General.
Scudder Kemper shall make the quarterly expense payment to the Company
within 20 days after the end of each calendar quarter.
3. Nature of Payments. The parties to this letter agreement recognize
and agree that Scudder Kemper's payments to the Company relate to
Administrative Services only. The amount of administrative expense
payments made by Scudder Kemper to the Company pursuant to Paragraph 2
of this letter agreement shall not be deemed to be conclusive with
respect to actual administrative expenses or savings of Scudder
Kemper.
4. Term. This letter agreement shall remain in full force and effect for
so long as the assets of the Portfolios are attributable to amounts
invested by the Accounts under the Participation Agreement, unless
terminated in accordance with Paragraph 5 of this letter agreement.
5. Termination. This letter agreement may be terminated by either party
upon 90 days' advance written notice or immediately upon termination
of the Participation Agreement or upon the mutual agreement of the
parties hereto in writing. In the event of a termination of this
letter agreement, the administrative expense payments made by Scudder
Kemper to the Company pursuant to Paragraph 2 of this letter agreement
shall continue with respect to assets of the Portfolios attributable
to Accounts of the Company (not including investments made after the
date of termination) for a period of one year from the date of
termination of this letter agreement; provided however, that Scudder
Kemper shall not be required to make such payments for any time period
where Scudder Kemper has ceased to serve as investment manager for the
Fund.
6. Representation. The Company 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.
January, 2000
Page 3
7. Subcontractors. The Company may, with the consent of Scudder Kemper,
contract with or establish relationships with other parties for the
provision of the Administrative Services or other activities of the
Company required by this letter agreement, provided that the Company
shall be fully responsible for the acts and omissions of such other
parties.
8. Authority. This letter agreement shall in no way limit the authority
of the Fund, KDI or Scudder Kemper to take such action as any of such
parties may deem appropriate or advisable in connection with all
matters relating to the operations of the Fund and/or sale of its
shares. The Company understands and agrees that the obligations of
Scudder Kemper under this letter agreement are not binding upon the
Fund.
9. Indemnification. This letter agreement will be subject to the
indemnification provisions in Article VIII of the Participation
Agreement.
10. Miscellaneous. This letter agreement may be amended only upon mutual
agreement of the parties hereto in writing. This letter agreement may
not be assigned by either party hereto, by operation of law or
otherwise, without the prior written consent of the other party,
except that either party may assign this agreement to an affiliate.
This letter agreement, including Schedule A and Schedule B,
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. This letter agreement may
be executed in counterparts, each of which shall be deemed an original
but all of which shall together constitute one and the same
instrument. The Company agrees to notify Scudder Kemper promptly if
for any reason it is unable to perform fully and promptly any of its
obligations under this letter agreement.
11. Notice. Any notice required to be sent hereunder shall be sent in
accordance with the Participation Agreement.
January, 2000
Page 4
If this letter is consistent with the Company's understanding of the
matters discussed herein concerning administrative expense payments, kindly sign
below and return a signed copy to Scudder Kemper.
Very truly yours,
Scudder Kemper Investments, Inc.
By:_____________________________________
Name:___________________________________
Title:__________________________________
American General Life Insurance Company
Acknowledged and Agreed
this _____th day of January, 2000
By:_____________________________________
Name:___________________________________
Title:__________________________________
Attachment: Schedule A
Schedule B
SCHEDULE A
I. Fund related contractowner services
. Certain costs associated with dissemination of Fund prospectus to existing
contractowners, as provided in the Participation Agreement.
. Fund proxies (including facilitating distribution of proxy material to
contractowners, tabulation and reporting).
. Telephonic support for contractowners with respect to inquiries about the
Fund (not including information related to sales).
. Communications to contractowners regarding performance of the account and
the Designated Portfolios.
II. Sub-Accounting Services
. Aggregating purchase and redemption orders of the Account for sales of the
Portfolios.
. Processing and reinvesting dividends and distributions of the Portfolios
held by the Account.
III. Other administrative Support
. Providing other administrative support to the Fund as mutually agreed
between the Company and the Fund, Scudder Kemper or KDI.
SCHEDULE B
Scudder Kemper agrees to pay the Company a quarterly amount based on the
following: 4.25 basis points (.0425%) [i.e., 0.17% on an annual basis] of
the average daily net asset balance of Fund shares held in the Accounts.
For the month and year in which this letter agreement becomes effective or
the expense payment terminates, there shall be an appropriate proration on
the basis of the number of days that the expense payment is in effect
during the quarter.