1
Exhibit d(3)
INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT made this 29th day of August, 2001, by and between THE VARIABLE
ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as "VALIC," and FOUNDERS
ASSET MANAGEMENT LLC, 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 North
American Funds Variable Product Series I ("NAF
Variable") (formerly known as American General Series
Portfolio Company), pursuant to an Investment
Advisory Agreement between VALIC and NAF Variable, 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. NAF Variable 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) NAF Variable currently consists of twenty-one
portfolios ("Funds"):
North American - AG Asset Allocation Fund
North American - AG Capital Conservation Fund
North American - AG Government Securities Fund
North American - AG Growth & Income Fund
North American - AG International Equities Fund
North American - AG International Government Bond
Fund
North American - AG Large Cap Growth Fund
North American - XX XxxXxx Index Fund
North American - AG 1 Money Market Fund
North American - AG Nasdaq-100(R) Index Fund
North American - AG Small Cap Index Fund
North American - AG Social Awareness Fund
North American - AG Stock Index Fund
North American - American Century Income & Growth
Fund
North American - American Century International
Growth Fund
North American Core Equity Fund
North American - Founders/X. Xxxx Price Small Cap
Fund
North American - Putnam Opportunities Fund
North American - X. Xxxx Price Blue Chip Growth Fund
North American - X. Xxxx Price Health Sciences Fund
North American - X. Xxxx Price Science & Technology
Fund
In accordance with NAF Variable's Articles of
Incorporation (the "Articles"), new Funds may be
added to NAF Variable upon approval of NAF Variable'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.
1
2
(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 NAF Variable's Board of Directors and in material conformity
with the 1940 Act, all applicable laws and regulations thereunder, all
other applicable federal and state securities and tax laws and
regulations, including section 817(h) and Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"), NAF Variable's Articles,
Bylaws, registration statements, prospectus and stated investment
objectives, policies and restrictions and any applicable procedures
adopted by NAF Variable's Board of Directors and provided to the
SUB-ADVISER in writing 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 for valuation purposes accurately
reflect 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 on a monthly basis (unless otherwise agreed upon by the
parties hereto) and at such other times as VALIC shall reasonably
request.
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. Subject to
approval by NAF Variable'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 shall result in an overall
economic benefit to the Covered Fund considering 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 of such economic benefit to the
Covered Fund(s) by the SUB-ADVISER is subjective and represents the
SUB-ADVISER's evaluation that the Covered Fund(s) is benefited by
relatively better purchase or sales prices, lower commission expenses
and beneficial timing of transactions or a combination of these and
other factors.
2
3
VALIC may direct the SUB-ADVISER to use a particular broker or dealer
for one or more trades if, in the sole opinion of VALIC, it is in the
best interest of the Covered Fund to do so. Any such direction shall be
in writing and in a form satisfactory to SUB-ADVISER.
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 NAF Variable's Board of Directors regarding
the performance of its services under this Agreement. The SUB-ADVISER
will make available to VALIC and NAF Variable promptly upon their
reasonable written request all of the Covered Fund(s)' investment
records and ledgers to assist VALIC and NAF Variable 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 NAF Variable's Board of Directors such
periodic and special reports as VALIC and NAF Variable'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 NAF Variable 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 NAF Variable 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 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 NAF Variable.
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 NAF
Variable. The money and investments will be held by the Custodian of
NAF Variable. The SUB-ADVISER will arrange for the transmission to the
Custodian for NAF Variable, on a daily basis, such confirmation, trade
tickets and other documents as may be necessary to enable it to perform
its administrative responsibilities with respect to the Covered
Fund(s). The SUB-ADVISER further shall have the authority to instruct
the Custodian of NAF Variable (i) to pay cash for securities and other
property delivered, or to be delivered, to the Custodian for NAF
Variable (ii) to deliver securities and other property against payment
for NAF Variable, 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.
3
4
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 NAF Variable
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 the Agreement.
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, provided that amendments are made in conformity with applicable
laws and regulations and the Articles and Bylaws of NAF Variable. 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 NAF Variable's 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 ten (10) business 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 NAF Variable.
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. 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, NAF Variable, 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.
4
5
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.
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 NAF Variable with a copy of such
code of ethics together with evidence of its
adoption.
(c) The SUB-ADVISER has provided VALIC and NAF Variable
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:
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.
5. TERM OF AGREEMENT
This Agreement shall become effective as to the Covered Fund(s) 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, or as
otherwise noted on Schedule A, this Agreement shall continue in effect
for two years from its effective date. Thereafter, this Agreement shall
continue in effect, but with respect to any 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 NAF Variable's directors who are not parties to
this Agreement or interested persons of any such
5
6
parties, cast in person at a meeting called for the purpose of voting
on such approval, and by a vote of a majority of NAF Variable's Board
of Directors or a majority of that 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
NAF Variable as it relates to any Covered Fund(s); provided that the
termination of an Interim Investment Advisory Agreement between NAF
Variable and VALIC, pursuant to Rule 15a-4 under the 1940 Act upon
shareholder approval of a definitive Investment Advisory Agreement with
respect to a Covered Fund, shall not result in the termination of this
Agreement as to such Covered Fund. The Agreement may be terminated as
to any Covered Fund at any time, without the payment of any penalty, by
vote of NAF Variable's Board of Directors or by vote of a majority of
that 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) 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,
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' 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 NAF
Variable 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 NAF Variable, 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 Rule 31a-1 under the
1940 Act.
VALIC has herewith furnished the SUB-ADVISER copies of NAF Variable's
Prospectus, Statement of Additional Information, Articles and Bylaws,
investment objectives, policies and restrictions, and any applicable
procedures adopted by NAF Variable'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 the 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 instructions, 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 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 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
6
7
refer in any way to the SUB-ADVISER. 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.
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 Investment Sub-Advisory 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 the 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 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 the Covered Fund to
the extent any such statement or omission was made in reliance on
written information provided by the SUB-ADVISER to VALIC.
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: Xxxx X. Xxxxxx, Esq.
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
If to SUB-ADVISER:
0000 Xxxx Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: General Counsel
7
8
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:
----------------------------------------
Title:
---------------------------------------
ATTEST:
Attest:
----------------------------
Name:
------------------------------
Title:
-----------------------------
FOUNDERS ASSET MANAGEMENT LLC
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
ATTEST:
Attest:
----------------------------
Name:
------------------------------
Title:
-----------------------------
8
