INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT made this 1st day of July 2013, by and between
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter
referred to as "VALIC," and ROBECO INVESTMENT MANAGEMENT, INC.
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 II ("XX XX") pursuant to a written Investment
Advisory Agreement between VALIC and XX XX, a Delaware business
trust. XX XX is a series type of investment company issuing
separate classes (or series) of shares and 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) XX XX currently consists of fifteen portfolios ("Funds"):
Aggressive Growth Lifestyle Fund
Capital Appreciation Fund
Conservative Growth Lifestyle Fund
Core Bond Fund
High Yield Bond Fund
International Opportunities Fund
Large Cap Value Fund
Mid Cap Growth Fund
Mid Cap Value Fund
Moderate Growth Lifestyle Fund
Money Market II Fund
Small Cap Growth Fund
Small Cap Value Fund
Socially Responsible Fund
Strategic Bond Fund
In accordance with VC II's Agreement and Declaration of Trust
(the "Declaration"), new Funds may be added to XX XX upon
approval of the XX XX Board of Trustees without the approval
of shareholders. This Agreement will apply only to the Fund(s)
set forth on the attached Schedule A, and any other Funds as may
be added or deleted by amendment to the attached Schedule A
(each, a "Covered Fund").
(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 supervision and approval of
VALIC and the XX XX Board of Trustees and in conformity with
(i) the 0000 Xxx,xxx all applicable laws and regulations
thereunder, (ii) all other applicable federal laws and
regulations, including section 817(h) of the Internal
Revenue Code of 1986, as amended (the "Code"), and all
applicable state laws and regulations that VALIC notifies the
SUB-ADVISER are applicable to the investment management of a
Covered Fund; (iii) the Declaration and Bylaws of XX XX
currently in effect (collectively, the "Charter Documents");
(iv) the investment objectives, policies and restrictions
stated in each Covered Fund's prospectus and statement of
additional information; and (iv) any applicable procedures
adopted by the XX XX Board of Trustees and
communicated to the SUB-ADVISER in writing, shall:
(a) manage the investment and reinvestment of the assets
of each Covered Fund, and conduct an investment evaluation for
each Covered Fund, including, for example, the evaluation of
pertinent economic, statistical, financial, and other data,
the determination, in its discretion without prior consultation
with VALIC or the XX XX Board of Trustees, of the industries,
securities and other investments to be represented in each
Covered Fund's portfolio, and the formulation and
implementation of investment programs; and
(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 in the SUB-ADVISER's discretion,
including any brokers or dealers that may be affiliated with
the SUB-ADVISER to the extent permitted by applicable laws and
the rules and regulations thereunder and any exemptive order
currently in effect, 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 in the SUB-ADVISER's discretion, subject to the
SUB-ADVISER's control, direction, and supervision, including
any brokers or dealers that may be affiliated with
the SUB-ADVISER to the extent permitted by applicable laws and
the rules and regulations thereunder and any exemptive order
currently in effect.
In selecting brokers or dealers to execute transactions on
behalf of a Covered Fund, the SUB-ADVISER will attempt to obtain
best execution. In seeking to obtain best execution for any
transaction, the SUB-ADVISER will consider factors it deems
relevant, including, without limitation, the breadth of the
market in the security, the price of the security, the financial
condition and execution capability of the brokers or dealers and
the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. In selecting brokers
or dealers to execute a particular transaction, the SUB-ADVISER
is authorized to consider the "brokerage and research services"
(within the meaning of Section 28(e) of the Securities and
Exchange Act of 1934, as amended (the "1934 Act")) provided
to a Covered Fund and/or other accounts over which the SUB-ADVISER
or any of its affiliates exercise discretion ("Client Accounts").
As permitted by Section 28(e) of the 1934 Act, the SUB-ADVISER may
cause a Covered Fund to pay a broker that provides such brokerage
and research services an amount of disclosed commission for
effecting a portfolio transaction for the Covered Fund in excess
of the commission that another broker may have charged for
effecting the same transaction, provided that the SUB-ADVISER
determines in good faith that the amount paid is reasonable in
relation to the services received in terms of the particular
transaction or the overall responsibilities of the SUB-ADVISER
to the Covered Fund and any other Client Accounts. 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 shall maintain records adequately demonstrating
compliance with its obligations under this Agreement and report
periodically to VALIC and the XX XX Board of Trustees regarding
the performance of services under this Agreement. Upon receiving
written request from VALIC and/or XX XX, the SUB-ADVISER will
promptly make available to VALIC and XX XX copies of all of the
investment records and ledgers relating to a Covered Fund to
assist VALIC and XX XX in complying with regulations applicable
to the Covered Fund's securities transactions as required by
the 1940 Act, the Advisers Act or any other applicable law. The
SUB-ADVISER will furnish to the XX XX Board of Trustees such
periodic and special reports as VALIC and the XX XX Board of
Trustees may reasonably request. The SUB-ADVISER will furnish
to regulatory authorities with jurisdiction over the SUB-ADVISER,
VALIC and/or XX XX any information or reports in connection with
the SUB-ADVISER's investment advisory services which may be
requested pursuant to such regulator's authority in order to
ascertain whether the operations of a Covered Fund are being
conducted in a manner consistent with applicable laws and
regulations.
The SUB-ADVISER will not hold money or investments on behalf of
a Covered Fund. The money and investments will be held by the
custodian of the Covered Fund (the "Custodian"). The SUB-ADVISER
will arrange for the transmission to the Custodian, on a daily
basis, such confirmations, trade tickets and/or other documents
as may be necessary to enable the Custodian to perform its
administrative responsibilities with respect to the Covered Fund.
The SUB-ADVISER is authorized and empowered to instruct the
Custodian (i) to pay cash for securities and other property
delivered, or to be delivered, to the Custodian, (ii) to
deliver securities and other property against payment for
beneficial interests in XX XX, 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 authorizes and empowers the
SUB-ADVISER to direct the 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 a Covered Fund and, as agent and
attorney-in-fact, to execute for the Covered Fund 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
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.
VALIC will vote all proxies relating to securities held by a
Covered Fund. VALIC will vote all such proxies in accordance
with such proxy voting guidelines and procedures adopted by
the XX XX Board of Trustees. VALIC may, on certain non-routine
matters, consult with the SUB-ADVISER before voting proxies
relating to securities held by a Covered Fund. VALIC will instruct
the Custodian and other parties providing services to XX XX promptly
to forward to the proxy voting service copies of all proxies and
shareholder communications relating to securities held by each Covered
Fund. The SUB-ADVISER shall not be responsible for (i) directing the
vote of any proxy; (ii) instructing the Custodian or any other party
providing services to XX XX to forward to the proxy voting service
copies of any proxies and shareholder communications relating to
securities held by a Covered Fund, or (iii) taking any action on behalf
of a Covered Fund in connection with a class action lawsuit,
settlement proceeding, or other legal proceeding (including, without
limitation, bankruptcies) involving portfolio securities owned by
the Covered Fund.
To the extent that a Covered Fund invests in the securities of an
issuer that provides investors with an opportunity to tender their
interests with respect to such securities, the SUB-ADVISER is
authorized and empowered to determine whether a tender should be made
with respect to the Covered Fund's investment in such securities.
The SUB-ADVISER may aggregate sales or purchase orders placed or
received for a Covered Fund with sales or purchase orders being made
generally concurrently with any other Client Account, provided that
in the SUB-ADVISER's reasonable judgment, including its consideration
of various factors (including the selling or purchase price, brokerage
commission and other expenses), such aggregation is fair and
reasonable and consistent with the SUB-ADVISER's fiduciary obligations
to the Covered Fund and such other Client Accounts. 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 SUB-ADVISER's determination of whether such aggregation
is fair and reasonable is subjective and based on the SUB-ADVISER's
determination that a Covered Fund 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.
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 for or represent VALIC or a
Covered Fund 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 of
VALIC's expenses, except that VALIC shall in all events pay the
compensation described in Section 3 of this Agreement. The
SUB-ADVISER shall not be responsible for bearing any cost or expense
of a Covered Fund, such as the cost of any brokerage commissions,
taxes, Blue Sky qualification fees, outside auditing and legal
expenses, custodial fees or other transaction-related fees incurred
by or on behalf of a Covered Fund.
The SUB-ADVISER represents and warrants that in furnishing the
services hereunder, the SUB-ADVISER will not consult with any other
sub-adviser of a Covered Fund or other series of XX XX, to the
extent any other sub-advisers are engaged by VALIC, or any other
sub-advisers to other investments companies that are controlled by
XX XX, concerning transactions of the Covered Fund in securities
or other assets, other than for purposes of complying with the
conditions of paragraphs (a) and (b) of Rule 12d3-1 under the
1940 Act.
2. Confidentiality
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 or as reasonably required
to execute transactions on behalf of a Covered Fund, and will keep
confidential any non-public information obtained directly as a result
of its management of Covered Fund assets, and disclose such non-public
information only if VALIC or the XX XX Board of Trustees has authorized
such disclosure, or if such information is or hereafter becomes
ascertainable from public or published information or trade sources, or
if such information is or hereafter otherwise is known by the SUB-ADVISER,
or if such disclosure is expressly required or requested by applicable
regulatory authorities or self-regulatory organization (including the
SUB-ADVISER's regulatory examiners) or valid order of a court or other
tribunal 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 or as
may otherwise be contemplated by this Agreement. 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 Trustees of XX XX.
3. 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 sub- advisory fee based
on each Covered Fund's average daily net asset value, calculated as
described in this Section 3 and in the fee schedule attached hereto as
Schedule A. VALIC and the SUB-ADVISER may agree to amend Schedule A
in writing from time to time, provided that any such amendment is made
in conformity with the Charter Documents and applicable laws and
regulations. 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 mean
average of all of the determinations of net asset value, made in the
manner provided in the Declaration, 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 thirty (30) days following the end of such month.
If this Agreement is terminated before month-end, the foregoing
compensation shall be prorated. The payment of sub- 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 XX XX.
4. Scope of the SUB-ADVISER's Activities
VALIC understands that the SUB-ADVISER and/or its affiliates now act, will
continue to act and may act in the future as investment adviser or
sub-adviser to one or more fiduciary and/or other managed accounts or
investment companies. VALIC has no objection to the SUB-ADVISER and/or its
affiliates so acting; provided that, whenever a Covered Fund and one or
more other Client Accounts have available funds for investment, investments
suitable and appropriate for each fund or account will be allocated in
accordance with a methodology believed by the SUB-ADVISER to be equitable
to each entity. VALIC recognizes that, in some cases, this procedure may
adversely affect the price paid or received by a Covered Fund or limit
the size of the position that may be acquired or sold for a Covered Fund.
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 services 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 or
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 does not guarantee the future performance of a Covered Fund
or any specific level of performance, the success of any investment decision
or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER's
overall management of the assets of a Covered Fund. Each of VALIC and
XX XX understand that each investment decision made for a Covered Fund by the
SUB-ADVISER is subject to risk, including various market, currency, economic,
political and business risks, and that those investment decisions will not
always be profitable. The SUB-ADVISER will manage only the assets of a
Covered Fund allocated to its management by VALIC, including by making
investment decisions for the Covered Fund.
The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the Funds, or any
shareholder in a Fund, and VALIC shall indemnify the SUB-ADVISER for any act
or omission, and against any demand, claim, action, suit, or other
proceeding, in connection with rendering services under this Agreement, or
for any losses sustained in connection with 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. Nothing in this Agreement shall constitute a waiver or
limitation of any rights which VALIC may have under federal and state
securities laws.
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 each Covered Fund 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
seek to take prompt action so that the relevant Covered Fund complies with
such Code diversification provisions, as directed by VALIC.
5. 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 or sub- 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 with a copy of such code of
ethics together with evidence of its adoption.
(c) The SUB-ADVISER has provided VALIC with a copy of its Form ADV
and, after filing any annual amendment 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 XX XX to delegate some or all of its responsibilities
to one or more sub-advisers, and the delegation to the SUB-ADVISER
under this Agreement is authorized by and consistent with the grant of
authority in that Investment Advisory Agreement.
6. Term of Agreement
This Agreement shall become effective as to each Covered Fund set forth on
Schedule A on the date hereof and as to any other Fund on the date of the
amendment to Schedule A adding such Fund in accordance with this Agreement.
Unless sooner terminated as provided herein, this Agreement shall continue
in effect for two years from its effective date. Thereafter, this Agreement
shall continue in effect, but with respect to each Covered Fund, subject to
the termination provisions and all other terms and conditions hereof, only so
long as such continuance is approved at least annually by the vote of a
majority of the XX XX trustees who are not parties to this Agreement or
interested persons of any such parties, cast in person at a meeting called
for the purpose of voting on such approval, and by a vote of a majority of
the XX XX Board of Trustees or a majority of the Covered Fund's
outstanding voting securities.
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 XX XX as it relates
to a Covered Fund. VALIC agrees to give the SUB-ADVISER prompt notice in
the event of termination of the Investment Advisory Agreement. This
Agreement may be terminated as to any Covered Fund at any time, without the
payment of any penalty, by vote of XX XX Board of Trustees or by vote of
the holders of a majority of the Covered Fund's outstanding voting securities
on not more than 60 days' nor less than 30 days' 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) without
payment of any penalty on not more than 60 days' nor less than 30 days'
written notice to the SUB-ADVISER, or upon such shorter notice as may be
mutually agreed upon by the parties; or (ii) if the SUB-ADVISER becomes
unable to discharge its duties and obligations under this Agreement. The
SUB-ADVISER, without payment of any penalty, may terminate this
Agreement at any time or preclude its renewal on not more than 60 days'
nor less than 30 days' written notice to VALIC, or upon such shorter
notice as may be mutually agreed upon by the parties.
7. 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 the
SUB-ADVISER's performance of services under this Agreement, provided that
no such person serves or acts as an investment adviser independent of the
SUB-ADVISER so as to require a new written contract pursuant to the
1940 Act. The compensation of any such person will be paid by the
SUB-ADVISER, and no obligation will be incurred by, or on behalf of, VALIC
or XX XX with respect to any such person.
The SUB-ADVISER agrees that all books and records which it maintains for
a Covered Fund are the property of the Covered Fund. The SUB-ADVISER also
agrees upon request of VALIC or XX XX, to promptly surrender the books and
records in accordance with the 1940 Act and rules thereunder, provided,
however, that the SUB-ADVISER may retain copies of such books and records
to the extent necessary to comply with applicable law or regulation, or
its or its parent company's policies and procedures relating to the retention
of records. 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 Rule 31a-1 under the 1940 Act.
VALIC has furnished the SUB-ADVISER copies of each Covered Fund's prospectus
and statement of additional information, the Charter Documents, and any
applicable policies and procedures adopted by the XX XX Board of Trustees,
as currently in effect, and VALIC also agrees, for so long as this Agreement
remains in effect, to furnish to the SUB-ADVISER copies of any amendments or
supplements thereto, and any new policies and procedures, before or at the
time the amendments, supplements or policies and procedures become
effective. Until VALIC delivers any amendments, supplements or new policies
and procedures 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, rely on and act on any notice,
instruction or confirmation given by VALIC on behalf of a Covered Fund in
writing signed or sent by any of the persons whose names, addresses and
specimen signatures will be provided by VALIC from time to time. The
SUB-ADVISER shall not be liable for so acting in good faith upon such
notice, instruction, confirmation or authority, notwithstanding that it
shall subsequently be shown that the same was not given or signed or
sent by an authorized person.
VALIC agrees to submit for preapproval to the SUB-ADVISER at its principal
office prior to use thereof, copies of all prospectuses, reports to
shareholders, sales literature, or other material prepared for distribution
to interest holders of the Funds or the public that refer in any way to
the SUB-ADVISER. The SUB-ADVISER agrees to review and respond in writing
with comments or approval within ten (10) business days (or such other
time as may be mutually agreed) after receipt thereof, and if written
approval or comments are not received within such time period then
the use of such documents or materials shall be presumed approved by
the SUB-ADVISER. 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's name and/or logo as soon as
practicable. VALIC shall furnish or otherwise make available to the
SUB-ADVISER such other information relating to the business affairs
of VALIC and XX XX as the SUB-ADVISER at any time, or from time to
time, may reasonably request in order to discharge its obligations
hereunder.
VALIC agrees to provide to the SUB-ADVISER in writing a list of, and
all relevant details relating to, all custodial accounts containing
assets being managed by the SUB-ADVISER pursuant to this Agreement and
shall provide the SUB-ADVISER with prompt written notice of all changes
to such list and related details.
VALIC agrees to provide the SUB-ADVISER with any further documents,
materials or information that the SUB-ADVISER may reasonably request
from time to time, including such documents, materials or information
that the SUB-ADVISER deems necessary in order to complete any annual
due diligence of VALIC, XX XX and each Covered Fund. VALIC shall
also provide the SUB-ADVISER with a copy of its Form ADV Part II, and
furnish to the SUB-ADVISER any annual amendment to its
Form ADV promptly after filing such amendment with the SEC.
VALIC agrees that the SUB-ADVISER may use the name of VALIC or XX XX
in any material that merely refers in accurate terms to the
appointment of the SUB-ADVISER hereunder.
In addition to the indemnification set forth in Section 4 of this
Agreement, VALIC agrees to indemnify and hold harmless the SUB-ADVISER
(and its affiliated companies and their respective officers, directors
and employees) from any and all claims, losses, liabilities or damages
(including reasonable attorneys' fees and other related expenses) arising
out of or in connection with (i) any failure by VALIC to provide the
services or furnish materials required under the terms of this Agreement,
or (ii) 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, advertisements or sales
literature, pertaining to the Funds, except insofar as any such statement
or omission was made in reasonable reliance on information provided in
writing by the SUB-ADVISER or its affiliates.
The SUB-ADVISER shall indemnify and hold harmless VALIC (and its affiliated
companies and their respective officers, directors and employees) from any
and all claims, losses, liabilities or damages (including reasonable
attorneys' fees and other related expenses) arising out of or in
connection with (1) any willful misfeasance, bad faith, gross negligence,
or reckless disregard of obligations or duties of the SUB-ADVISER in
performing hereunder; or (2) any untrue statement of material fact or
any omission to state a material fact required to be stated or necessary
to make statements, in light of the circumstances under which they
are made, not misleading in any registration statement, proxy materials,
advertisements or sales literature, pertaining to a Covered Fund to the
extent any such statement or omission was made in reasonable reliance on
information provided in writing by the SUB-ADVISER to VALIC for the
express purpose of inclusion in such materials.
Under no circumstances shall VALIC or the SUB-ADVISER be liable to any
indemnified party for indirect, special or consequential damages, even if
VALIC or the SUB-ADVISER is apprised of the likelihood of such damages.
Promptly after receipt by either VALIC or the SUB-ADVISER (an "Indemnified
Party") under this Section 7 of notice 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; but the omission to notify
the Indemnifying Party will not relieve the Indemnifying Party from any
liability that it may have to the Indemnified Party otherwise than under
this section. In case any such action is brought against any Indemnified
Party, and the Indemnified Party notified the Indemnifying Party of the
commencement thereof, the 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 receiving notice from the 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 the
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 or preclusion of renewal of
this Agreement.
8. 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 SEC or such interpretive positions as
may be taken by the SEC 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.
9. 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.
10. Force Majeure
Neither party to this Agreement shall be liable for damages resulting
from delayed or defective performance when such delayed or defective
performance arise out of causes beyond the control and without the
fault or negligence of the offending party and could not have been
reasonably prevented by the offending party through back-up systems
and other business continuation and disaster recovery procedures
commonly employed by other SEC-registered investment advisers that
meet reasonable commercial standards in the investment company
industry. Such causes may include, but are not restricted to, Acts of
God or of the public enemy, terrorism, acts of the State in its
sovereign capacity, fires, floods, earthquakes, power failure,
disabling strikes, epidemics, quarantine restrictions and freight
embargoes.
11. 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: If to the SUB-ADVISER:
Attn: Xxxx Xxxxxxxx Attn:
0000 Xxxxx Xxxxxxx, X00-00
Xxxxxxx, Xxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
With a copy to: With a copy to:
Attn: Xxxx X. Xxxxxx, Esq.
0000 Xxxxx Xxxxxxx, x0-00
Xxxxxxx, Xxxxx 00000
Tel: (000) 000-0000
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: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: General Counsel
ATTEST: /s/ Xxxxx Xxxxxx Heard
NAME: Xxxxx Xxxxxx Heard
ROBECO INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx, III
Name: Xxxxxxx X. Xxxxxxxx, III
Title: Chief Operating Officer and General Counsel
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer and Senior Managing Director
ATTEST: /s/ Xxxxxxx Xxxxx
NAME: Xxxxxxx Xxxxx
SCHEDULE A
(Effective July 1, 2013)
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
Mid Cap Value Fund 0.45% on first $100 million;
0.40% on the next $150 million; and
0.35% on assets above $250 million.
