INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT made this 6th day of November, 2006, by
and between THE VARIABLE ANNUITY LIFE INSURANCE
COMPANY, hereinafter referred to as "VALIC," and XXXXX
CAPITAL MANAGEMENT INCORPORATED, hereinafter
referred to as the "SUB-ADVISER."
VALIC and the SUB-ADVISER recognize the
following:
(a) VALIC is a life insurance company organized under Chapter 3 of
the Texas Insurance Code and an investment adviser registered
under the Investment Advisers Act of 1940, as amended
("Advisers Act").
(b) VALIC is engaged as the investment adviser of VALIC
Company I ("VC I"), pursuant to an Investment Advisory
Agreement between VALIC and VC I, an investment company
organized under the general corporate laws of Maryland as a
series type of investment company issuing separate classes (or
series) of shares of common stock. VC I is registered as an open-
end, management investment company under the Investment
Company Act of 1940, as amended ("1940 Act"). The 1940 Act
prohibits any person from acting as an investment adviser of a
registered investment company except pursuant to a written
contract.
(c) VC I currently consists of thirty-two portfolios
("Funds"):
Asset Allocation Fund
Blue Chip Growth Fund
Broad Cap Value Income Fund
Capital Conservation Fund
Core Equity Fund
Core Value Fund
Foreign Value Fund
Global Equity Fund
Global Strategy Fund
Government Securities Fund
Growth & Income Fund
Health Sciences Fund
Inflation Protected Fund
International Equities Fund
International Government Bond Fund
International Growth I Fund
Large Cap Core Fund
Large Capital Growth Fund
Mid Cap Index Fund
Mid Cap Strategic Growth Fund
Money Market I Fund
Nasdaq-100 Index Fund
Science & Technology Fund
Small Cap Aggressive Growth Fund
Small Cap Fund
Small Cap Index Fund
Small Cap Special Values Fund
Small Cap Strategic Growth Fund
Social Awareness Fund
Stock Index Fund
VALIC Ultra Fund
Value Fund
In accordance with VC I's Articles of Incorporation (the
"Articles"), new Funds may be added to VC I upon approval of
VC I's Board of Directors without the approval of Fund
shareholders. This Agreement will apply only to Funds set forth
on the attached Schedule A, and any other Funds as may be
added or deleted by amendment to the attached Schedule A
("Covered Fund(s)").
(d) The SUB-ADVISER is engaged principally in the business of
rendering investment advisory services and is registered as an
investment adviser under the Advisers Act.
(e) VALIC desires to enter into an Investment Sub-Advisory
Agreement with the SUB-ADVISER for all or a portion of the
assets of the Covered Fund(s) which VALIC determines from
time to time to assign to the SUB-ADVISER.
VALIC and the SUB-ADVISER agree as follows:
1. Services Rendered and Expenses Paid by the SUB-
ADVISER
The SUB-ADVISER, subject to the control, direction, and
supervision of VALIC and VC I's Board of Directors and in
material conformity with the 1940 Act, all applicable laws and
regulations thereunder, all other applicable federal and state laws
and regulations, including section 817(h) and Subchapter M of
the Internal Revenue Code of 1986, as amended (the "Code"),
VC I's Articles, Bylaws, registration statements, prospectus and
stated investment objectives, policies and restrictions and any
applicable procedures adopted by VC I's Board of Directors and
provided to the SUB-ADVISER, shall:
(a) manage the investment and reinvestment of the assets of the
Covered Fund(s) including, for example, the evaluation of
pertinent economic, statistical, financial, and other data, the
determination of the industries and companies to be represented
in each Covered Fund's portfolio, and the formulation and
implementation of investment programs.
(b) maintain a trading desk and place orders for the purchase and
sale of portfolio investments (including futures contracts and
options thereon) for each Covered Fund's account with brokers
or dealers (including futures commission merchants) selected by
the SUB-ADVISER, or arrange for any other entity to provide a
trading desk and to place orders with brokers and dealers
(including futures commission merchants) selected by the SUB-
ADVISER, subject to the SUB-ADVISER's control, direction,
and supervision, which brokers or dealers may include brokers or
dealers (including futures commission merchants) affiliated with
the SUB-ADVISER, subject to applicable law.
The SUB-ADVISER will assist the Covered Fund(s) and its
agents in determining whether prices obtained by the Covered
Fund(s) and its agents for valuation purposes are consistent with
the prices on the SUB-ADVISER's portfolio records relating to
the assets of the Covered Fund(s) for which the SUB-ADVISER
has responsibility at such times as VALIC shall reasonably
request; provided, however, that the parties acknowledge that the
SUB-ADVISER is not the fund accounting agent for the Covered
Fund(s) and is not responsible for pricing determinations or
calculations and any information provided pursuant to this
position by SUB-ADVISER will be provided for information
purposes only.
In performing the services described in paragraph (b) above, the
SUB-ADVISER shall use its best efforts to obtain for the
Covered Fund(s) the best execution of portfolio transactions,
under the circumstances of each trade and on the basis of all
relevant factors and considerations. Subject to approval by VC
I's Board of Directors of appropriate policies and procedures, the
SUB-ADVISER may cause the Covered Fund(s) to pay to a
broker a commission, for effecting a portfolio transaction, in
excess of the commission another broker would have charged for
effecting the same transaction, if the first broker provided
brokerage and/or research services to the SUB-ADVISER. The
SUB-ADVISER shall not be deemed to have acted unlawfully, or
to have breached any duty created by this Agreement, or
otherwise, solely by reason of acting in accordance with such
authorization.
The SUB-ADVISER may aggregate sales and purchase orders of
securities held by the Covered Fund(s) with similar orders being
made simultaneously for other accounts managed by the SUB-
ADVISER or with accounts of the affiliates of the SUB-
ADVISER, if in the SUB-ADVISER's reasonable judgment such
aggregation is fair and reasonable and consistent with the SUB-
ADVISER'S fiduciary obligations to the Covered Fund(s) and its
other clients, considering factors such as the advantageous selling
or purchase price, brokerage commission and other expenses. In
accounting for such aggregated order price, commission and
other expenses shall be averaged on a per bond or share basis
daily. VALIC acknowledges that the determination whether such
aggregation is fair and reasonable by the SUB-ADVISER is
subjective and represents the SUB-ADVISER's evaluation that
the Covered Fund(s) may benefit by relatively better purchase or
sales prices, lower commission expenses and beneficial timing of
transactions or a combination of these and other factors.
VALIC authorizes and empowers the SUB-ADVISER to direct
the Covered Fund's Custodian to open and maintain brokerage
accounts for securities and other property, including financial
and commodity futures and commodities and options thereon (all
such accounts hereinafter called "brokerage accounts") for and in
the name of the Covered Fund(s) and to execute for the Covered
Fund(s) as its agent and attorney-in-fact standard customer
agreements with such broker or brokers as the SUB-ADVISER
shall select as provided above. With respect to brokerage
accounts for financial and commodity futures and commodities
and options thereon, the SUB-ADVISER shall select such
brokers, as approved by VALIC, prior to the establishment of
such brokerage account. The SUB-ADVISER may, using such of
the securities and other property in the Covered Fund as the
SUB-ADVISER deems necessary or desirable, direct the
Covered Fund's Custodian to deposit for the Covered Fund
original and maintenance brokerage and margin deposits and
otherwise direct payments of cash, cash equivalents and
securities and other property into such brokerage accounts and to
such brokers as the SUB-ADVISER deems desirable or
appropriate.
The SUB-ADVISER shall maintain records adequately
demonstrating compliance with its obligations under this
Agreement and report periodically to VALIC and VC I's Board
of Directors regarding the performance of its services under this
Agreement. The SUB-ADVISER will make available to VALIC
and VC I promptly upon their reasonable written request all of
the Covered Fund(s)' investment records and ledgers to assist
VALIC and VC I in compliance with respect to each Covered
Fund's securities transactions as required by the 1940 Act and
the Advisers Act, as well as other applicable laws. The SUB-
ADVISER will furnish VC I's Board of Directors such periodic
and special reports as VALIC and VC I's Board of Directors may
reasonably request. The SUB-ADVISER will furnish to
regulatory authorities any information or reports in connection
with such services which may be requested in order to ascertain
whether the operations of the Covered Fund(s) are being
conducted in a manner consistent with applicable laws and
regulations.
The SUB-ADVISER will not disclose or use any records or
information obtained pursuant to this Agreement in any manner
whatsoever except as expressly authorized in this Agreement,
and will keep confidential any non-public information obtained
directly as a result of this service relationship, and the SUB-
ADVISER shall disclose such non-public information only if
VALIC or the Board of Directors of VC I has authorized such
disclosure, or if such information is or hereafter otherwise is
known by the SUB-ADVISER or has been disclosed, directly or
indirectly, by VALIC or VC I to others becomes ascertainable
from public or published information or trade sources, or if such
disclosure is expressly required or requested by applicable
federal or state regulatory authorities or Court of Law of
competent jurisdiction, or to the extent such disclosure is
reasonably required by auditors or attorneys of the SUB-
ADVISER in connection with the performance of their
professional services. Notwithstanding the foregoing, the SUB-
ADVISER may disclose the total return earned by the Covered
Fund(s) and may include such total return in the calculation of
composite performance information without prior approval by
VALIC or the Board of Directors of VC I.
Should VALIC at any time make any definite determination as to
any investment policy and notify the SUB-ADVISER in writing
of such determination, the SUB-ADVISER shall be bound by
such determination for the period, if any, specified in such notice
or until similarly notified that such determination has been
revoked, provided such determination will permit SUB-
ADVISER to comply with the first paragraph of this Section.
The SUB-ADVISER will not hold money or investments on
behalf of VC I. The money and investments will be held by the
Custodian of VC I. The SUB-ADVISER will arrange for the
transmission to the Custodian for VC I, on a daily basis, such
confirmation, trade tickets and other documents as may be
necessary to enable the Custodian perform its administrative
responsibilities with respect to the Covered Fund(s). The SUB-
ADVISER further shall have the authority to instruct the
Custodian of VC I (i) to pay cash for securities and other
property delivered, or to be delivered, to the Custodian for VC I
(ii) to deliver securities and other property against payment for
VC I, and (iii) to transfer assets and funds to such brokerage
accounts as the SUB-ADVISER may designate, all consistent
with the powers, authorities and limitations set forth herein. The
SUB-ADVISER shall not have the authority to cause the
Custodian to deliver securities and other property except as
expressly provided for in this Agreement.
VALIC will vote proxies relating to securities held by the
Covered Fund(s). VALIC will vote all such proxies in
accordance with such proxy voting guidelines and procedures
adopted by the Board of Directors. VALIC may, on certain non-
routine matters, consult with the SUB-ADVISER before voting
proxies relating to securities held by the Covered Fund(s).
VALIC will instruct the Custodian and other parties providing
services to VC I promptly to forward to the proxy voting service
copies of all proxies and shareholder communications relating to
securities held by each Covered Fund(s). The SUB-ADVISER
shall not be responsible for taking any action on behalf of the
Covered Funds in connection with class action lawsuits involving
portfolio securities owned by the Covered Funds.
The SUB-ADVISER shall for all purposes herein be deemed to
be an independent contractor and shall, unless otherwise
provided or authorized, have no authority to act or represent
VALIC or VC I other than in furtherance of the SUB-
ADVISER's duties and responsibilities as set forth in this
Agreement.
Except as otherwise agreed, or as otherwise provided herein, the
SUB-ADVISER shall bear the expense of discharging its
responsibilities hereunder and VALIC shall pay, or arrange for
others to pay, all VALIC's expenses, except that VALIC shall in
all events pay the compensation described in Section 2 of this
Agreement.
The SUB-ADVISER is hereby prohibited from consulting with
any other sub-adviser of the Covered Fund(s) (or a portion
thereof) or any other sub-adviser to a fund under common control
with the Covered Fund(s) (or a portion thereof) concerning
securities transactions of the Covered Fund(s) (or a portion
thereof) in securities or other assets, except as otherwise
permitted by the 1940 Act or any rules thereunder.
2. Compensation of the SUB-ADVISER
VALIC shall pay to the SUB-ADVISER, as compensation for the
services rendered and expenses paid by the SUB-ADVISER, a
monthly fee or fees based on each Covered Fund's average daily
net asset value computed for each Covered Fund as provided for
herein and in the fee schedule attached hereto as Schedule A.
Schedule A may be amended from time to time by written
agreement executed by VALIC and the SUB-ADVISER,
provided that amendments are made in conformity with
applicable laws and regulations and the Articles and Bylaws of
VC I. Any change in Schedule A pertaining to any new or
existing Fund shall not be deemed to affect the interest of any
other Fund and shall not require the approval of shareholders of
any other Fund.
The average daily net asset value shall be determined by taking
the average of all of the determinations of net asset value, made
in the manner provided in VC I's constitutive documents, for
each business day during a given calendar month. VALIC shall
pay this fee for each calendar month as soon as practicable after
the end of that month, but in any event no later than fifteen (15)
days following the end of the month.
If the SUB-ADVISER serves for less than a whole
month, the foregoing compensation shall be prorated.
The payment of advisory fees related to the services of the SUB-
ADVISER under this Agreement shall be the sole responsibility
of VALIC and shall not be the responsibility of VC I.
During the term of this Agreement, the following
conditions apply:
a. The fee shall be held in an interest-bearing escrow account with
U.S. Bank;
b. If a majority of a Covered Fund's outstanding voting
securities approve a new investment sub-advisory agreement
(the "New Sub-Advisory Agreement") with the SUB-
ADVISER within 150 days after the date hereof, the amount in
the escrow account (including interest earned thereon) with
respect to such Covered Fund shall be paid to the SUB-
ADVISER; and
c. If a majority of a Covered Fund's outstanding voting
securities do not approve a New Sub-Advisory Agreement with
the SUB-ADVISER within such 150-day period, the SUB-
ADVISER shall be paid from the escrow account, the lesser of an
amount equal to: (i) any costs incurred in performing this
Agreement (plus interest earned on that amount in the escrow
account); or (ii) the total amount in the escrow account (plus
interest earned thereon).
3. Scope of the SUB-ADVISER's Activities
VALIC understands that the SUB-ADVISER and its affiliates
now act, will continue to act and may act in the future as
investment adviser to fiduciary and other managed accounts and
as investment adviser to other investment companies, and VALIC
has no objection to the SUB-ADVISER so acting, provided that
whenever a Covered Fund(s) and one or more other accounts or
investment companies advised by the SUB-ADVISER have
available funds for investment, investments suitable and
appropriate for each will be allocated in accordance with a
methodology believed by the SUB-ADVISER to be equitable to
each entity. The SUB-ADVISER similarly agrees to allocate
opportunities to sell securities on an equitable basis. VALIC
recognizes that, in some cases, this procedure may limit the size
of the position that may be acquired or sold for a Covered
Fund(s). In addition, VALIC understands that the persons
employed by the SUB-ADVISER to assist in the performance of
the SUB-ADVISER's duties hereunder will not devote their full
time to such service and nothing contained herein shall be
deemed to limit or restrict the right of the SUB-ADVISER or any
affiliate of the SUB-ADVISER to engage in and devote time and
attention to other business or to render services of whatever kind
or nature.
Except as otherwise required by the 1940 Act, any of the
shareholders, directors, officers and employees of VALIC may
be a shareholder, director, officer or employee of, or be
otherwise interested in, the SUB-ADVISER, and in any person
controlling, controlled by or under common control with the
SUB-ADVISER; and the SUB-ADVISER, and any person
controlling, controlled by or under common control with the
SUB-ADVISER, may have an interest in VALIC.
The SUB-ADVISER shall not be liable to VALIC, VC I, or to
any shareholder in the Covered Fund(s), and VALIC shall
indemnify the SUB-ADVISER, for any act or omission in
rendering services under this Agreement, or for any losses
sustained in connection with the matters to which this agreement
relates, so long as there has been no willful misfeasance, bad
faith, gross negligence, or reckless disregard of obligations or
duties on the part of the SUB-ADVISER in performing its duties
under this Agreement.
VALIC shall perform quarterly and annual tax compliance tests
and promptly furnish reports of such tests to the SUB-ADVISER
after each quarter end to ensure that the Covered Fund(s) is in
compliance with Subchapter M of the Code and Section 817(h)
of the Code. VALIC shall apprise the SUB-ADVISER promptly
after each quarter end of any potential non-compliance with the
diversification requirements in such Code provisions. If so
advised, the SUB-ADVISER shall take prompt action so that the
Covered Fund complies with such Code diversification
provisions, as directed by VALIC. VALIC acknowledges that
the SUB-ADVISER shall rely completely upon VALIC's
determination of whether and to that extent each Covered
Fund(s) is in compliance with Subchapter M and Section 817(h)
of the Code and that the SUB-ADVISER has no separate and
independent responsibility to test for such compliance.
4. Representations of the SUB-ADVISER and VALIC
The SUB-ADVISER represents, warrants, and agrees as
follows:
(a) The SUB-ADVISER (i) is registered as an investment adviser
under the Advisers Act and will continue to be so registered for
so long as this Agreement remains in effect: (ii) is not prohibited
by the 1940 Act or the Advisers Act from performing the
services contemplated by this Agreement; (iii) has met, and will
continue to meet for so long as this Agreement remains in effect,
any applicable federal or state requirements, or the applicable
requirements of any regulatory or industry self-regulatory
agency, necessary to be met in order to perform the services
contemplated by this Agreement, (iv) has the authority to enter
into and perform the services contemplated by this Agreement,
and (v) will immediately notify VALIC of the occurrence of any
event that would disqualify the SUB-ADVISER from serving as
an investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise.
(b) The SUB-ADVISER has adopted a written code of ethics
complying with the requirements of Rule 17j-1 under the 1940
Act and if it has not already done so, will provide VALIC and
VC I with a copy of such code of ethics together with evidence of
its adoption.
(c) The SUB-ADVISER has provided VALIC and VC I with a copy
of its Form ADV as most recently filed with the SEC and will
promptly after filing its annual update to its Form ADV with the
SEC, furnish a copy of such amendment to VALIC.
VALIC represents, warrants, and agrees as follows:
(a) VALIC: (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as
this Agreement remains in effect: (ii) is not prohibited by the
1940 Act or the Advisers Act from performing the services
contemplated by this Agreement; (iii) has met, and will continue
to meet for so long as this Agreement remains in effect, any
applicable federal or state requirements, or the applicable
requirements of any regulatory or industry self-regulatory
agency, necessary to be met in order to perform the services
contemplated by this Agreement, (iv) has the authority to enter
into and perform the services contemplated by this Agreement,
and (v) will immediately notify the SUB-ADVISER of the
occurrence of any event that would disqualify VALIC from
serving as an investment adviser of an investment company
pursuant to Section 9(a) of the 1940 Act or otherwise.
(b) VALIC has the authority under the Investment Advisory
Agreement between VALIC and VC I to delegate some or all of
its responsibilities to one or more sub-advisers.
5. Term of Agreement
This Agreement shall become effective as to the Covered Fund(s)
as of the date hereof and will continue in effect as to a Covered
Fund until a new Investment Sub-advisory Agreement is
approved by shareholders of the Fund(s) or for 150 days,
whichever is less.
This Agreement shall automatically terminate in the event of its
assignment as that term is defined in the 1940 Act, or in the event
of the termination of the Investment Advisory Agreement
between VALIC and VC I as it relates to any Covered Fund(s).
The Agreement may be terminated as to any Covered Fund at any
time, without the payment of any penalty, by vote of VC I's
Board of Directors or by vote of a majority of that Covered
Fund's outstanding voting securities on not more than 10 days'
prior written notice to the SUB-ADVISER, or upon such shorter
notice as may be mutually agreed upon by the parties. This
Agreement may also be terminated by VALIC: (i) on not more
than 60 days' nor less than 30 days' prior written notice to the
SUB-ADVISER, or upon such shorter notice as may be mutually
agreed upon by the parties, without the payment of any penalty;
or (ii) if the SUB-ADVISER becomes unable to discharge its
duties and obligations under this Agreement. The SUB-
ADVISER may terminate this Agreement at any time, or
preclude its renewal without the payment of any penalty, on not
more than 60 days' nor less than 30 days' prior written notice to
VALIC, or upon such shorter notice as may be mutually agreed
upon by the parties.
6. Other Matters
The SUB-ADVISER may from time to time employ or associate
with itself any person or persons believed to be particularly fit to
assist in its performance of services under this Agreement,
provided no such person serves or acts as an investment adviser
separate from the SUB-ADVISER so as to require a new written
contract pursuant to the 1940 Act. The compensation of any such
persons will be paid by the SUB-ADVISER, and no obligation
will be incurred by, or on behalf of, VALIC or VC I with respect
to them.
The SUB-ADVISER agrees that all books and records which it
maintains for the Covered Fund(s) are the Covered Fund's
property. The SUB-ADVISER also agrees upon request of
VALIC or VC I, to promptly surrender the books and records in
accordance with the 1940 Act and rules thereunder, provided that
VALIC reimburses the SUB-ADVISER for its reasonable
expenses in making duplicate copies of such books and records
for SUB-ADVISER's files. The SUB-ADVISER further agrees
to preserve for the periods prescribed by Rule 31a-2 under the
1940 Act the records required to be maintained by subparagraphs
(b)(5), (6), (7), (9), (10), (11) and paragraph (f) of Rule 31a-1
under the 1940 Act.
VALIC has herewith furnished the SUB-ADVISER copies of VC
I's Prospectus, Statement of Additional Information, investment
objectives, policies and restrictions, and any applicable
procedures adopted by VC I's Board of Directors, as currently in
effect and agrees during the continuance of this Agreement to
furnish the SUB-ADVISER copies of any amendments or
supplements thereto before or at the time the amendments or
supplements become effective. Until VALIC delivers any
amendments or supplements to the SUB-ADVISER, the SUB-
ADVISER shall be fully protected in relying on the documents
previously furnished to it.
The SUB-ADVISER is authorized to honor and act on any
notice, instruction or confirmation given by VALIC on behalf of
VC I or the Covered Fund(s) in writing signed or sent by any of
the persons who the SUB-ADVISER has reason to believe are
acting in good authority. The SUB-ADVISER shall not be liable
for so acting in good faith upon such instructions, confirmation
or authority.
VALIC agrees to furnish the SUB-ADVISER at its principal
office prior to use thereof, copies of all prospectuses, proxy
statements, reports to shareholders, sales literature, or other
material prepared for distribution to shareholders of the Covered
Fund(s) or the public that refer in any way to the SUB-
ADVISER, and not to use such material if the SUB-ADVISER
reasonably objects in writing within ten (10) business days (or
such other time as may be mutually agreed) after receipt thereof.
In the event of termination of this agreement, VALIC will
continue to furnish to the SUB-ADVISER copies of any of the
above-mentioned materials that refer in any way to the SUB-
ADVISER and shall cease to use the SUB-ADVISER name
and/or logo as soon as is reasonable. VALIC shall furnish or
otherwise make available to the SUB-ADVISER such other
information relating to the business affairs of VALIC and the
Covered Fund as the SUB-ADVISER at any time, or from time
to time, may reasonably request in order to discharge obligations
hereunder. The provisions of this paragraph shall survive the
termination of this Agreement.
VALIC agrees to indemnify the SUB-ADVISER for losses,
costs, fees, expenses and claims which arise directly or indirectly
(i) as a result of a failure by VALIC to provide the services or
furnish materials required under the terms of this Agreement, or
(ii) as the result of any untrue statement of a material fact or any
omission to state a material fact required to be stated or
necessary to make the statements, in light of the circumstances
under which they were made, not misleading in any registration
statements, proxy materials, reports, advertisements, sales
literature, or other materials pertaining to VC I or a Covered
Fund, except insofar as any such statement or omission was
specifically made in reliance on written information provided by
the SUB-ADVISER to VALIC. The provisions of this paragraph
shall survive the termination of this Agreement.
The SUB-ADVISER agrees to indemnify VALIC for losses and
claims which arise (i) as a result of the willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or
duties by the SUB-ADVISER; or (ii) as the result of any untrue
statement of a material fact or any omission to state a material
fact required to be stated or necessary to make the statements, in
light of the circumstances under which they were made, not
misleading in any registration statements, proxy materials,
reports, advertisements, sales literature, or other materials
pertaining to VC I or a Covered Fund to the extent any such
statement or omission was made in reliance on written
information provided by the SUB-ADVISER.
Promptly after receipt by either VALIC or SUB-ADVISER (an
"Indemnified Party") under this Section 6 of the commencement
of an action, such Indemnified Party will, if a claim in respect
thereof is to be made against the other party (the "Indemnifying
Party") under this section, notify Indemnifying Party of the
commencement thereof; but the omission so to notify
Indemnifying Party will not relieve it from any liability that it
may have to any Indemnified Party otherwise than under this
section. In case any such action is brought against any
Indemnified Party, and it notified Indemnifying Party of the
commencement thereof, Indemnifying Party will be entitled to
participate therein and, to the extent that it may wish, assume the
defense thereof, with counsel satisfactory to such Indemnified
Party. After notice from Indemnifying Party of its intention to
assume the defense of an action, the Indemnified Party shall bear
the expenses of any additional counsel obtained by it, and
Indemnifying Party shall not be liable to such Indemnified Party
under this section for any legal or other expenses subsequently
incurred by such Indemnified Party in connection with the
defense thereof other than reasonable costs of investigation.
A successor by law of the parties to this Agreement shall be
entitled to the benefits of the indemnification contained herein.
The indemnification provisions contained herein shall survive
any termination of this Agreement.
7. Applicability of Federal Securities Laws
This Agreement shall be interpreted in accordance with the laws
of the State of Texas and applicable federal securities laws and
regulations, including definitions therein and such exemptions as
may be granted to VALIC or the SUB-ADVISER by the
Securities and Exchange Commission or such interpretive
positions as may be taken by the Commission or its staff. To the
extent that the applicable law of the State of Texas, or any of the
provisions herein, conflict with applicable provisions of the
federal securities laws, the latter shall control.
8. Amendment and Waiver
Provisions of this Agreement may be amended, waived,
discharged or terminated only by an instrument in writing signed
by the party against which enforcement of the change, waiver,
discharge or termination is sought. The Agreement may be
amended by mutual written consent of the parties, subject to the
requirements of the 1940 Act and the rules and regulations
promulgated and orders granted thereunder.
9. Notices
All notices hereunder shall be given in writing (and shall be
deemed to have been duly given upon receipt) by delivery in
person, by facsimile, by registered or certified mail or by
overnight delivery (postage prepaid, return receipt requested) to
VALIC and to SUB-ADVISER at the address of each set forth
below:
If to VALIC:
Attn: Xxxxxx Xxxxxx
0000 Xxxxx Xxxxxxx, X00-00
Xxxxxxx, Xxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
If to SUB-ADVISER:
Xxxxx Capital Management
Attn: Xxxx Xxxxx MAC A0103-103
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Fax: 000.000.0000
and to
Xxxxx Fargo Funds Management, LLC
Attn: Xxxxx Xxxx MAC N9882-014
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx Xxxxx, XX 00000
Fax: 000.000.0000
The parties hereto have each caused this Agreement to
be signed in duplicate on its behalf by its duly authorized officer
on the above date.
THE VARIABLE
ANNUITY LIFE INSURANCE COMPANY
By:
Name: Xxxxxx X.
Xxxxxx
Title: Senior Vice
President
ATTEST:
Attest:
Name: Xxxx Xxxxxxx
Title: Associate Counsel - AIG SAAMCo
XXXXX CAPITAL
MANAGEMENT INCORPORATED
By:
Name:
Title:
ATTEST:
Attest:
Name:
Title:
SCHEDULE A
COVERED FUND(S)
Annual Fee computed at the following annual rate, based on
average daily net asset value for each month on that portion of
the assets managed by SUB-ADVISER, and payable monthly:
Covered Fund Fee
Small Cap Aggressive Growth Fund 0.55% on
the first $250 million; and
0.50% over $250 million
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