INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT made this 1st day of January, 2011, by and between THE
VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as
"VALIC," and NUVEEN 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 VALIC
Company II, an investment company organized under the laws of
Delaware as a business trust ("XX XX"), pursuant to an Investment
Advisory Agreement between VALIC and XX XX. 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 Small Cap Equity 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 Board of Trustees (the "Board") 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").
(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 shall, subject to the supervision and review of
VALIC and the Board and in conformity with the 1940 Act, all applicable
laws and regulations thereunder, all other applicable federal and state
laws and regulations, including section 817(h) of the Internal Revenue
Code of 1986, as amended (the "Code"), the Declaration, VC II's Bylaws
(the "Bylaws"), each Covered Fund's registration statement, prospectus
and stated investment objectives, policies and restrictions
and any applicable procedures adopted by the Board:
(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.
Without limiting the foregoing, the SUB-ADVISER represents and
warrants to VALIC that all of, or to the extent applicable the
portion of, the assets which it manages of the Covered Fund(s) set
forth in Schedule A will at all times be operated and managed in
compliance with (a) all applicable federal and state laws, including
securities, commodities and banking laws, governing its operations
and investments; (b) applicable provisions of Subchapter M, chapter 1
of the Code ("Subchapter M") for each Covered Fund to be treated as
a "regulated investment company" under Subchapter M; (c) the
diversification requirements specified in the Internal Revenue
Service's regulations under Section 817(h) of the Code
so as not to jeopardize the treatment of the variable annuity contracts
that offer the Covered Funds as annuity contracts for purposes of the
Code; (d) the distribution requirements necessary to avoid payment of any
excise tax pursuant to Section 4982 of the Code; (e) the provisions of
the 1940 Act and rules adopted thereunder; (f) the objectives, policies,
restrictions and limitations for the Covered Funds as set forth in
the Covered Funds' current prospectus and statement of additional
information as most recently provided by VALIC to the SUB-ADVISER; and
(g) the policies and procedures as adopted by the Board, as most recently
provided by VALIC to the SUB-ADVISER. The SUB-ADVISER further represents
and warrants that to the extent that any statements or omissions made in
any Registration Statement for shares of the Covered Funds, or any
amendment or supplement thereto, are made in reliance upon and in
conformity with information furnished by the SUB-ADVISER expressly for
use therein, such Registration Statement and any amendments or supplements
thereto will, when they become effective, conform in all material respects
to the requirements of the Securities Act of 1933 and the rules and
regulations of the Commission thereunder (the "1933 Act") and the
1940 Act and will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading.
VALIC agrees that SUB-ADVISER shall manage the portion of the assets of a
Covered Fund allocated to it as if it was a separate operating fund, unless
instructed otherwise in writing from VALIC, and shall comply with the
representations and warranties stated in this Section (including, but not
limited to, the investment objectives, policies and restrictions applicable
to a Covered Fund and qualifications of a Covered Fund as a regulated
investment company under the Code) with respect to the portion of assets
of a Covered Fund allocated to SUB-ADVISER.
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 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 provision by the
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 best execution for the Covered Fund(s).
Subject to approval by the Board 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 products or services, including
statistical data, to the SUB-ADVISER. Furthermore, on occasions when the
SUB-ADVISER deems the purchase or sale of a security to be in the best
interest of one or more of the Covered Fund(s) as well as other clients of
the SUB-ADVISER, it may allocate such transactions in the manner it considers
to be the most equitable and consistent with its fiduciary obligation to the
Covered Fund(s) and to such other clients. 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
according to 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(s) 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 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.
The SUB-ADVISER shall maintain records adequately demonstrating compliance
with its obligations under this Agreement and report periodically to VALIC
and the Board regarding the performance of services under this Agreement.
The SUB-ADVISER will make available to VALIC and XX XX promptly upon their
reasonable written request all of the Covered Fund(s) investment records and
ledgers to assist VALIC and XX XX 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 the
Board such periodic and special reports as VALIC and the Board 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 belonging
to VALIC or XX XX obtained pursuant to this Agreement in any manner whatsoever
except as expressly authorized in this Agreement, and the SUB-ADVISER shall
disclose such non-public information only if VALIC or the Board have 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
XX XX to others or is or 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.
VALIC will not disclose or use any records or information belonging to the
SUB-ADVISER obtained pursuant to this Agreement in any manner whatsoever
except as expressly authorized in this Agreement, and will keep confidential
any information obtained pursuant to this service relationship, and disclose
such information only if the SUB-ADVISER has authorized such disclosure, or
if such information is or hereafter becomes ascertainable from public or
published information or trade sources, or if such disclosure is expressly
required or requested by applicable federal or state authorities.
Should VALIC at any time make any definite determination as to 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 (including sub-paragraphs (a) and (b) above)
of this Section 1.
The SUB-ADVISER will not hold money or investments on behalf of the Covered
Fund(s). The money and investments will be held by the Custodian of the
Covered Fund(s). The SUB-ADVISER will arrange for the transmission to the
Custodian for the Covered Fund(s), on a daily basis, such confirmations,
trade tickets and other documents as may be necessary to enable the Custodian
of the Covered Fund(s) 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 the Covered Fund(s) (i) to pay cash
for securities and other property delivered to the Custodian for the
Covered Fund(s) (ii) to deliver securities and other property against
payment for the Covered Fund(s), 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.
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 XX XX 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 2 of
this Agreement. VALIC and the SUB-ADVISER acknowledge that XX XX will be
ultimately responsible for all brokerage commissions, taxes, custodian
fees and other transaction-related fees incurred on behalf of the Covered
Fund(s).
The SUB-ADVISER represents and warrants that in furnishing services hereunder,
the SUB-ADVISER will not consult with any other sub-adviser of the Covered
Fund(s) or other series of XX XX, to the extent any other sub-advisers are
engaged by VALIC, or any other sub-advisers to other investment companies that
are under common control with XX XX, concerning transactions of the
Covered Fund(s) 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. 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.
The fee shall accrue daily and be paid monthly in arrears. Schedule A may be
amended from time to time, by written agreement executed by both Parties,
provided that amendments are made in conformity with applicable laws and
regulations and the Declaration. 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 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 XX XX.
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 the 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 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 the 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,
Trustees, 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.
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(s) 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 XX XX with a copy of such
code of ethics together with evidence of its adoption.
(c) The SUB-ADVISER has provided VALIC and XX XX with a copy of its
Form ADV Part II and will promptly after making any material
amendment to its Form ADV Part II, furnish a copy of such amendment to
VALIC.
(d) VALIC shall forward to XX XX a copy of any amendment to the SUB-
ADVISER's Form ADV Part II that is provided to VALIC by the SUB-
ADVISER.
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.
5. Term of Agreement
This Agreement shall become effective as to the 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, 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 VC II's 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 Board or a majority of that 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 any Covered Fund(s); provided that the termination of an Interim Investment
Advisory Agreement between XX XX 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 the Board or by vote of a majority of that Covered Fund's outstanding
voting securities on at least 60 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 at least 60 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 at least 60 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 fitted 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 XX XX with respect to them.
The SUB-ADVISER 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. The SUB-ADVISER agrees that all books and
records which it maintains for the Covered Fund(s) are the Covered
Fund(s)'s property and will be surrendered promptly to the Covered
Fund(s) or VALIC upon reasonable written request. The SUB-ADVISER
agrees that all accounts, books and other records maintained and
preserved by it as required hereby shall be subject at any time, and
from time to time, to such reasonable periodic, special and other
examinations by the Securities and Exchange Commission, the Covered
Fund(s)'s auditors, the Covered Fund(s) or any representative of the
Covered Fund(s), VALIC, or any governmental agency or other
instrumentality having regulatory authority over the Covered Fund(s).
VALIC has herewith furnished the SUB-ADVISER copies of VC II's Prospectus,
Statement of Additional Information, Agreement and Declaration of Trust 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.
The SUB-ADVISER is authorized to honor and act on any notice, instruction or
confirmation given by VALIC on behalf of XX XX 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 interest holders of XX XX 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. 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 obligations hereunder.
The provisions of this paragraph shall survive the termination of this
Agreement.
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.
7. Liability of the SUB-ADVISER
(a) In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties ("disabling conduct") hereunder
on the part of the SUB-ADVISER (and its officers, directors, agents, employees,
controlling persons, shareholders and any other person or entity affiliated
with the SUB-ADVISER) the SUB-ADVISER shall not be subject to liability to
XX XX, the Covered Funds, or to any shareholder of the Covered Funds for any
act or omission in the course of, or connected with, rendering services
hereunder, including without limitation, any error of judgment or mistake
of law or for any loss suffered by any of them in connection with the
matters to which this Agreement relates. Except for such disabling conduct,
VALIC shall indemnify the SUB-ADVISER (and its officers, directors, partners,
agents, employees, controlling persons, shareholders and any other person
or entity affiliated with the SUB-ADVISER) (collectively, the "SUB-
ADVISER Indemnified Parties") from any and all losses, claims, damages,
liabilities or litigation (including legal and other expenses) arising out
of or resulting from the SUB-ADVISER's conduct under this Agreement or any
disabling conduct on the part of VALIC, including but not limited to any
breach of this Agreement by VALIC.
(b) The SUB-ADVISER agrees to indemnify and hold harmless VALIC and its
affiliates and each of its directors and officers and each person, if any, who
controls VALIC within the meaning of Section 15 of the 1933 Act (collectively,
the "VALIC Indemnified Parties") against any and all losses, claims, damages,
liabilities or litigation (including reasonable legal and other expenses),
to which the VALIC Indemnified Parties may become subject under the 1933 Act,
under other statutes, at common law or otherwise arising out of or resulting
from any disabling conduct (as defined in sub-paragraph 7(a)) on the part of
the SUB-ADVISER, including but not limited to (i) any breach of this Agreement
by the SUB-ADVISER, or (ii) any failure by the SUB-ADVISER to comply with the
representations and warranties set forth in Section 1 of this Agreement;
provided, however, that in no case is the SUB-ADVISER's indemnity in favor of
any person deemed to protect such other persons against any liability to which
such person would otherwise be subject by reasons of willful misfeasance, bad
faith, or gross negligence in the performance of his, her or its duties or by
reason of his, her or its reckless disregard of obligation and duties under
this Agreement.
(c) Notwithstanding sub-paragraphs 7(a) and 7(b) above, the SUB-ADVISER
shall not be liable to the VALIC Indemnified Parties for (i) any acts of
VALIC or any other subadviser to the Covered Fund(s) with respect to the
portion of the assets of the Covered Fund(s) not managed by SUB-ADVISER
and (ii) acts of the SUB-ADVISER which result from acts of VALIC, including,
but not limited to, a failure of VALIC to provide accurate and current
information with respect to any records maintained by VALIC or any other
subadviser to a Covered Fund, which records are not also maintained by the
SUB-ADVISER. VALIC shall indemnify the SUB-ADVISER Indemnified Parties from
any and all losses, claims, damages, liabilities or litigation (including
legal and other expenses) arising from the conduct of VALIC or any other
subadviser with respect to the portion of a Covered Fund's assets not
allocated to SUB-ADVISER.
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 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.
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 delays 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:
Attn: Xxxx X. Xxxxxx, Esq.
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
If to SUB-ADVISER:
Attn: Xxxxx Xxxxx
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 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/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
ATTEST:
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
NUVEEN ASSET MANAGEMENT, LLC
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: General Counsel
ATTEST:
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
SCHEDULE A
(Effective January 1, 2011)
SUB-ADVISER shall manage a portion of the Mid Cap Value Fund assets
and shall be compensated as follows on that portion:
Covered Fund Fee
Mid Cap Value Fund 0.50% of the first $100
million;
0.475% of the next $150
million;
0.45% of the next $250
million;
0.425% of the next $250
million; and
0.40% on the excess over
$750 million.
