ASSIGNMENT AND ASSUMPTION AGREEMENT
This Agreement (hereinafter referred as the "Assignment") is
made effective as of January 1, 2010, by and between JPMorgan
Investment Advisors Inc. (formerly, Banc One Investment Advisors
Corporation) ("JPMIA), X.X. Xxxxxx Investment Management, Inc.
("JPMIM") and The Variable Annuity Life Insurance Company, a
Texas corporation ("VALIC").
WHEREAS, JPMIA entered into that certain Investment
Sub-Advisory Agreement, dated as of January 1, 2002 (the
"Agreement"), with VALIC that designates JPMIA as the sub-
adviser for the VALIC Company II Small Cap Value Fund, as listed
on Schedule A hereto (the "Fund") to JPMIM; and
WHEREAS, the assignment of the Agreement by JPMIA to
JPMIM pursuant to this Assignment will not result in (a) a change of
control or management of the sub-adviser to the Fund, (b) a material
change in the nature or the level of actual investment advisory and
administrative services provided to the Fund, or (c) a change in the
investment management personnel who manage the Fund, and,
therefore, is not an assignment for purposes of Section 15(a)(4) of the
Investment Company Act of 1940, as amended (the "1940 Act").
NOW, THEREFORE, IN CONSIDERATION of the
mutual promises and agreements herein contained, the parties to this
Assignment agree as follows:
1. Effective January 1, 2010, JPMIM hereby assumes
all rights, obligations, responsibilities, and liabilities of JPMIA under
the Agreement that relate to the Fund.
2. Effective January 1, 2010, JPMIA is hereby released
from all of its obligations, responsibilities and liabilities under the
Agreement that relate to the Fund.
3. Effective January 1, 2010, the Agreement, as it
relates to the Fund, shall have the same force and effect as if such
Agreement were executed by JPMIM.
4. JPMIA and JPMIM together represent and warrant
that this Assignment will not constitute an "assignment" within the
meaning of the 1940 Act
5. JPMIA represents and warrants that it possesses the
requisite power and authority to enter into and perform its obligations
under this Assignment. JPMIM represents and warrants that it
possesses the requisite power and authority to enter into and perform
its obligations under this Assignment, and that it is registered with
the U.S. Securities and Exchange Commission as an investment
adviser pursuant to the Investment Advisers Act of 1940.
6. VALIC hereby consents to this Assignment.
IN WITNESS WHEREOF, the parties hereto have caused this
Assignment to be executed by their respective duly authorized
officers as of the effective date above written.
JPMorgan Investment Advisors Inc. The
Variable Annuity Life Insurance Company
By: /S/ XXXXXXXX XXXXXXX By: /S/
XXXX XXXXXXXX
Name: Xxxxxxxx Xxxxxxx Name:
Xxxx Xxxxxxxx
Title: Vice President Title:
Senior Vice President
X.X. Xxxxxx Investment Management Inc.
By: /S/ XXXXX XXXXXX
Name: Xxxxx Xxxxxx
Title: Vice President
Schedule A
to
Assignment and Assumption Agreement dated January 1, 2010
Fund:
Small Cap Value Fund
