INVESTMENT SUB-SUB-ADVISORY AGREEMENT
This AGREEMENT is made and entered in this
28th day of September, by and among,
INVESCO ADVISERS, INC., a Delaware corporation and
registered investment adviser (the Sub-
Adviser) and INVESCO ASSET MANAGEMENT LIMITED, a
company incorporated in England and
Wales, authorized and regulated by the Financial
Conduct Authority and a registered investment
adviser (the Sub-Sub-Adviser), each, a party.
RECITALS
WHEREAS, the Global Real Estate Fund (the
Fund) is a series portfolio of VALIC
Company I (the VC I), a Maryland corporation
registered under the Investment Company Act
of 1940, as amended (the 1940 Act), as an open-
end, diversified management investment
company; and
WHEREAS, The Variable Annuity Life Insurance
Company, a Texas corporation and
registered investment adviser (the Adviser) and
Sub-Adviser are parties to a certain Investment
Sub-Advisory Agreement, dated December 20, 2004, as
amended, pursuant to which the Sub-
Adviser acts as the investment manager with respect
to certain series portfolios of the VC I,
including the Fund; and
WHEREAS, the Adviser and Sub-Adviser desire
to retain the Sub-Sub-Adviser to provide
certain investment management services with respect
to the Fund upon the terms and conditions
set forth below; and
WHEREAS, the parties acknowledge that the
services provided by the Sub-Sub-Adviser
shall be understood to include the service of
portfolio management under the Markets in
Financial Instruments Directive (2004/39/EC), the
MiFID Implementing Regulations
(Regulations no.1287/2006) and the MiFID
Implementing Directive (2006/73/EC), as the same
may be supplemented, amended or superseded from
time to time (collectively ?MiFID?); and
WHEREAS, the parties acknowledge that the
Sub-Sub-Adviser and the investment
advisory services which are the subject of this
Agreement are subject to regulation under MiFID;
and
WHEREAS, the Board of Directors of VC I,
including a majority of the Directors who are
not interested persons of VC I, as determined in
accordance with the 1940 Act (the disinterested
Directors), have approved the retention of the
Sub-Sub-Adviser to provide the investment
management services contemplated herein;
NOW THEREFORE, in consideration of the
promises and the mutual covenants contained
herein, and other good and valuable consideration,
the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. APPOINTMENT. The Sub-Adviser hereby appoints
the Sub-Sub-Adviser to act as
discretionary investment manager with respect to
the Fund for the period and pursuant to
the terms and conditions set forth herein. The
Sub-Sub-Adviser accepts such
appointment and agrees to provide the services
contemplated herein, pursuant to the
terms and conditions set forth and for the
compensation described herein.
2. Duties of Sub-Sub-Adviser.
(a) Subject to the supervision of the Adviser and
Sub-Adviser, the Sub-Sub-Adviser
shall develop and implement an investment program
for the Fund that is consistent
with the investment objectives, policies and
restrictions set forth in the Funds
prospectus and Statement of Additional Information,
as they may be amended from
time to time; provided, however, that the Sub-Sub-
Adviser shall not be responsible
for compliance with any amendments to such
prospectus or Statement of Additional
Information until such time as the Sub-Sub-Adviser
shall have been given actual
notice of such amendment(s) and a reasonable
opportunity to implement changes in the
Funds investment program. For the avoidance of
doubt, the Sub-Sub-Adviser is being
appointed as delegate to the Sub Adviser, and will
undertake all services
contemplated by this Agreement as agent of the
Fund, Adviser and Sub-Adviser as
the case may be.
(b) The Sub-Sub Adviser shall exercise discretion
with respect to the selection of
investments for the Funds portfolio, the
disposition of such investments, the
selection of brokers to be used in connection with
the trading and settlement of
transactions for the Fund. In connection with the
placement of orders with brokers
and dealers which involve transactions for the
Fund, the Sub-Sub-Adviser shall
attempt to obtain the best net result in terms of
price and execution, consistent with
its obligations under the Investment Advisers Act
of 1940, as amended (the
Advisers Act), and applicable rules and guidance
issued by the Securities and
Exchange Commission (the SEC) and its staff
thereunder.
(c) In effecting transactions for the Fund on
behalf of the Adviser and Sub Adviser, the
Sub-Sub Adviser may at its absolute discretion deal
with or for the Funds portfolio
as agent and shall at all times seek best
execution, consistent with its obligations
under the Rules of the Financial Conduct Authority
(the FCA Rules). The Sub-
Sub-Adviser may match orders of the Fund, Adviser
or Sub Adviser with an order
from another client by acting as agent for both
parties and may deal on such markets
or exchanges as it thinks fit. The Sub-Sub-Adviser
may arrange for any transaction
to be effected with or through the agency of any
other company within the group
comprising Invesco Ltd, its subsidiaries and
associated companies (Invesco Group
Company) or with or through the agency of any
other person. The Sub Adviser
agrees that all transactions will be effected in
accordance with the rules and
regulations of the relevant market or exchange, and
that the Sub-Sub-Adviser may
take all such steps as may be required or permitted
by such rules and regulations
and/or by appropriate market practice.
(d) Consistent with the obligations set forth
above, the Sub-Sub-Adviser may, in its
discretion, place orders which involve transactions
for the Fund with brokers and
dealers who sell shares of the Fund and/or provide
the Fund, Adviser, Sub-Adviser,
or Sub-Sub-Adviser with research, analysis, advice
or similar services. The Sub-
Sub-Adviser may pay brokers and dealers in return
for research and analytic services
a higher commission or spread than may be charged
by other brokers or dealers,
subject to the Sub-Sub-Adviser determining in good
faith that such commission or
spread is reasonable either in terms of (i) the
particular transaction or (ii) the overall
responsibility of the Sub-Sub-Adviser to the Fund
and its other clients to ensure that
the total commissions or spreads paid by each
client are reasonable in relation to the
benefits to such client over the long term.
(e) In no instance will securities held by or
being acquired for the Fund be purchased
from or sold to the Sub-Sub-Adviser, or any
affiliated person of the Sub-Sub-
Adviser or the Fund, except in accordance with the
1940 Act, the Advisers Act, and
applicable rules, guidance and exemptive orders
issued by the SEC and its staff
thereunder.
(f) Whenever the Sub-Sub-Adviser simultaneously
places orders to purchase or sell the
same security on behalf of the Fund and one or more
other accounts managed by the
Sub-Sub-Adviser, such orders will be allocated as
to price and amount among all
such accounts in a manner believed by the Sub-Sub-
Adviser to be equitable to each
account in accordance with the requirements of the
FCA Rules. An individual
aggregated transaction may operate to the
disadvantage of the Funds portfolio, on
some occasions.
(g) On some occasions, the Sub-Sub-Adviser may
place an order to buy or sell a
financial instrument at a specified price limit or
better and for a specified size (limit
order), with the purpose of conducting a
transaction in securities in relation to the
Fund. The FCA Rules may require the Sub-Sub-
Adviser to make such limit orders
public in certain circumstances, subject to any
express instructions that the Fund,
Adviser or Sub-Adviser may give. By signing this
Agreement, the Sub-Adviser will
have given an express instruction to the Sub-Sub-
Adviser not to make public such
limit orders (unless the Sub-Sub-Adviser decides in
its discretion that such
publication is in the Sub-Advisers best interests,
in accordance with the obligation
of best execution or as otherwise required by
applicable law or regulation).
(h) The Sub-Sub-Adviser shall act on instructions
received from the Adviser or Sub-
Adviser, to the extent that such instructions are
not inconsistent with the Sub-Sub-
Advisers fiduciary duties, applicable law, or any
obligations to the Fund hereunder.
(i) The Sub-Sub-Adviser shall keep all records
and other information relative to the
Fund as confidential and proprietary information of
the Fund, and will not sure such
records of information for any purpose other than
in connection with the
performance of its responsibilities hereunder;
provided, however, that after prior
notification to the Sub-Adviser, Adviser and the
Fund, the Sub-Sub-Adviser may
disclose records or information relative to the
Fund when directed by order of a
court or regulatory authority.
3. Execution Policy and Dealing Commission.
a. The Sub-Adviser hereby confirms that it
consents to the Sub-Sub-Advisers Order
Execution Policy (the Execution Policy). In
particular, the Sub-Adviser agrees that
the Sub-Sub-Adviser may trade outside of a
regulated market or a Multilateral
Trading Facility. The Sub-Sub-Adviser may provide
an update of the information
contained in the Execution Policy at any time by
written notice to the Sub-Adviser.
Such an update shall only be required, however,
where there is a material change to
the Execution Policy that is relevant to a service
being provided to the Fund, Adviser
and Sub-Adviser.
b. The Sub-Adviser hereby confirms that it has
read and understood the Execution
Policy. In particular the Sub-Adviser gives its
prior express consent to the Sub-Sub-
Adviser conducting trades outside a regulated
market or MTF (as such terms are
defined by the FCA Rules), where otherwise
permitted by this Agreement. The
Sub-Sub-Adviser may execute orders in this way when
fulfilling its function under
this Agreement.
c. In effecting transactions for the Fund,
Adviser or Sub-Adviser, the Sub-Sub-Adviser
will comply with its obligations under the FCA
Rules to obtain the best possible
result when executing transactions or placing
orders with other entities in accordance
with the Sub-Sub-Advisers Execution Policy.
d. Specific instructions from the Sub-Adviser in
relation to the execution of orders may
prevent the Sub-Sub-Adviser from taking the steps
it has designed and implemented
in its Execution Policy to obtain the best possible
result for the execution of such
orders in respect of the elements of execution
covered by the instructions.
e. The Sub-Sub-Advisers policy regarding its
dealing arrangements, including the
details of the goods and services that relate to
the execution of trades and those
which relate to the provision of research is
available upon request. The Sub-Sub-
Adviser shall provide the Sub-Adviser with adequate
information regarding its
Dealing Arrangements, including the details of the
goods and services that relate to
the execution of trades and those which relate to
the provision of research, where
relevant, at least annually, in accordance with the
FCA Rules.
4. Conflicts of interest.
a. The Sub-Sub-Adviser and any Invesco Group
Company may effect transactions
in which the Sub-Sub-Adviser, any Affiliate,
another client of the Sub-Sub-
Adviser or of an Invesco Group Company has,
directly or indirectly, a material
interest or a relationship of any description with
another party, which involves or
may involve a potential conflict with the Sub-Sub-
Advisers duty to the Sub-
Adviser. The Sub-Sub-Adviser will seek to ensure
that such transactions are
effected on terms which are not materially less
favorable to the Sub-Adviser than
if the conflict or potential conflict had not
existed. Any conflicts which the Sub-
Sub-Adviser is not able to manage effectively shall
be disclosed as soon as
reasonably practicable by the Sub-Sub-Adviser to
the Sub-Adviser. Neither the
Sub-Sub-Adviser nor any Affiliate shall be liable
to account to the Sub-Adviser
for any profit, commission or remuneration made or
received from or by reason of
such transactions or any connected transactions, or
to disclose the same or the
identity of any other client or counterparty
involved in such transactions, nor will
the Sub-Sub-Advisers fees, unless otherwise
provided, be abated.
b. The Sub-Sub-Advisers conflicts of interest
policy sets out the types of actual or
potential conflicts of interest which affect the
Sub-Sub-Adviser?s business and
provides details of how these are managed (the
Conflicts of Interest Policy). The
Conflict of Interest Policy is available to the
Sub-Adviser on request.
c. The relationship between the Sub-Adviser and
the Sub-Sub-Adviser is as described
in this Agreement. The Sub-Sub-Adviser will act as
the agent of the Sub-Adviser
and the Sub-Adviser will therefore be bound by the
actions of the Sub-Sub-Adviser
taken on the Sub-Advisers behalf in accordance
with the terms of this Agreement.
Nevertheless, nothing in this Agreement, none of
the services to be provided
hereunder, nor any other matter shall:
i. oblige the Sub-Sub-Adviser or any Affiliate
to accept responsibilities more
extensive than those set out in this Agreement; or
ii. give rise to any fiduciary or equitable
duties which would prevent or hinder
the Sub-Sub-Adviser or any Affiliate from either:
1. performing the Investment Management Service
or other services
pursuant to this Agreement or any other client
agreement of the Sub-
Sub-Adviser of any Affiliate; or
2. effecting transactions with or for the Sub-
Adviser or for any other
client of the Sub-Sub-Adviser or any Affiliate.
5. Derivatives. Any transactions in financial
instruments undertaken for the Fund may
include over-the-counter or exchange-traded
derivatives (including contingent liability
transactions where the Sub-Adviser, Adviser or Fund
may be liable to make further
payments), where permitted by the investment
guidelines. Any transactions in
derivatives shall be subject to the provisions of
Schedule 1.
6. Expenses of the Fund. The Sub-Adviser shall
be responsible for the reasonable costs
and expenses associated with the provision of the
services contemplated herein;
provided, however, that the Fund shall be
responsible for the cost associated with the
purchase or sale of any security or investment
contract or other instrument for the
Funds portfolio and the fees, expenses and costs
associated with all other aspects of the
Funds operations.
7. Compensation. For the services provided and
the expenses assumed pursuant to this
Agreement, the Sub-Adviser will pay the Sub-Sub-
Adviser a fee in accordance with the
current Invesco Transfer Pricing Policy. Such fee
shall be computed weekly and paid
monthly to Sub-Adviser on or before the last
business day of the next succeeding
calendar month. If this Agreement becomes
effective or terminates before the end of
any month, the fee for the period from the
effective date to the end of the month or from
the beginning of such month to the date of
termination, as the case may be, shall be
prorated according to the proportion which such
period bears to the full month in which
such effectiveness or termination occurs.
8. Services Not Exclusive. The services to be
provided by the Sub-Sub-Adviser hereunder
are not to be deemed exclusive, and the Sub-Sub-
Adviser shall be free to provide similar
services to other clients so long as the provision
of such services to such other clients
does not impair the Sub-Sub-Adviser?s ability to
provide the services contemplated
hereunder. Nothing contained herein shall be
construed to limit or restrict the right of
any director, officer or employee of Sub-Sub-
Adviser (who may also be a director,
officer or employee of the Sub-Adviser) to engage
in any other business or to devote his
or her time and attention in part to the management
or other aspects of any other
business, whether of a similar nature of a
dissimilar nature.
9. Compliance with Applicable Law. The Sub-Sub-
Adviser shall comply with all
applicable laws, rules and regulations in the
discharge or its obligations hereunder,
specifically including, but not limited to Rule
17j-1, under the 1940 Act.
10. Term and Approval. This agreement shall
become effective upon approval by Board of
Directors of the VC I, including a majority of
disinterested Directors, and shall thereafter
continue in force and effect for two (2) years and
may be continued from year to year
thereafter, provided that such continuation is
specifically approved at least annually by
the Board of Directors of VC I, including a
majority of the disinterested Directors.
11. Risk Warnings. By signing this Agreement, the
Sub-Adviser confirms that it has read
and understood the risk warnings provided by the
Sub-Sub-Adviser, which provide a
warning of certain risks associated with
investments which may be held in the Funds
portfolio.
12. Termination. This Agreement shall
automatically terminate in the event of its
assignment, as defined in Section 2(a)(4) of the
1940 Act. The Agreement may also be
terminated:
(a) by any party upon the occurrence of material
breach of the terms of the Agreement
by the other party that remains uncured for a
period of thirty (30) days after notice of
such breach has been given by the terminating
party; or
(b) the Sub-Sub-Adviser may terminate the
agreement upon ninety (90) days notice if
the Fund materially changes its investment
objectives, policies or restrictions and the
cost of performance hereunder by the Sub-Sub-
Adviser is increased.
13. Liability of the Sub-Sub-Adviser. In the
absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations
or duties hereunder on the part of the
Sub-Sub-Adviser or any of its officers, directors
or employees, the Sub-Sub-Adviser
shall not be subject to liability to the Sub-
Adviser, Adviser or Fund for any act or
omission in the course of, or connected with,
rendering services hereunder or for any
losses that may be sustained in the purchase,
holding or sale of any security or
investment contract or other instrument for the
Funds portfolio.
14. Notices. Any notices under this Agreement
shall be given in writing, addressed and
delivered or mailed, postage paid, to such address
as may be designated for the receipt
of such notice, with a copy to the Adviser and the
Fund. The respective addresses for
the delivery of such notices are as follows:
If to the Sub-Adviser:
Invesco Advisers, Inc.
00 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Copy to: Xxxx X. Xxxx, General Counsel
If to the Sub-Sub-Adviser:
Invesco Asset Management Limited
000 Xxxxxx Xxxx
Xxxxxx XX0X 0XXXxxxxx Xxxxxxx
Attention: Head of Legal
Copy to: Sub-Adviser
15. Applicable Law. This Agreement shall be
construed in accordance with the laws of State
of Texas (without regard to conflict or choice of
law provisions), the 1940 Act, the
Advisers Act, and applicable rules, guidance and
exemptive orders issued by the SEC and
its staff thereunder.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed as of this 28th
day of September 2015.
INVESCO ADVISERS, INC.
By: /s/ XXXXX XXXXX
Name: Xxxxx Xxxxx
Title: Vice President
INVESCO ASSET MANAGEMENT LIMITED
By: /s/ XXXXXX XXXXXXXXX
Name: Xxxxxx Xxxxxxxxx
Title: Director (13/10/2015)
