INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT made this 31st day of December, 2006, by and between THE VARIABLE
ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as "VALIC," and WM
ADVISORS, 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 I
("VC I"), an investment company organized under the general
corporate laws of Maryland. VC I is a series type of investment
company issuing separate classes (or series) of shares of common
stock 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) VC I currently consists of thirty-two portfolios ("Funds"):
Asset Allocation Fund
Blue Chip Growth Fund
Broad Cap Value Income Fund
Capital Conservation Fund
Core Equity Fund
Core Value Fund
Foreign Value Fund
Global Equity Fund
Global Strategy Fund
Government Securities Fund
Growth & Income Fund
Health Sciences Fund
Inflation Protected Fund
International Equities Fund
International Government Bond Fund
International Growth I Fund
Large Cap Core Fund
Large Capital Growth Fund
Mid Cap Index Fund
Mid Cap Strategic Growth Fund
Money Market I Fund
Nasdaq-100(R) Index Fund
Science & Technology Fund
Small Cap Aggressive Growth Fund
Small Cap Fund
Small Cap Index Fund
Small Cap Special Values Fund
Small Cap Strategic Growth Fund
Social Awareness Fund
Stock Index Fund
VALIC Ultra Fund
Value Fund
In accordance with VC I's Articles of Incorporation (the
"Articles"), new Funds may be added to VC I upon approval of VC
I's Board of Directors without the approval of Fund shareholders.
This Agreement will apply only to Funds set forth on the attached
Schedule A, and any other Funds as may be added or deleted by
amendment to the attached Schedule A ("Covered Funds").
(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 Funds which VALIC determines from time to time to assign
to the SUB-ADVISER.
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VALIC and the SUB-ADVISER agree as follows:
1. SERVICES RENDERED AND EXPENSES PAID BY THE SUB-ADVISER
The SUB-ADVISER, subject to the control, direction, and supervision of
VALIC and VC I's Board of Directors and in material conformity with the
1940 Act, all applicable laws and regulations thereunder, all other
applicable federal and state securities and tax laws and regulations,
including section 817(h) and Subchapter M of the Internal Revenue Code of
1986, as amended (the "Code"), VC I's Articles, Bylaws, registration
statements, prospectuses and stated investment objectives, policies and
restrictions and any applicable procedures adopted by VC I's Board of
Directors and provided to the SUB-ADVISER (provided, however that to the
extent the SUB-ADVISER does not manage the entire portfolio of the Covered
Funds, such conformity shall be measured only with respect to that portion
of each Covered Fund's portfolio managed by the SUB-ADVISER) shall:
(a) manage the investment and reinvestment of the assets of the
Covered Funds 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 shall not be responsible for the administrative affairs of
the Covered Fund, including pricing the Covered Fund. The SUB-ADVISER will
provide reasonable assistance to VALIC to assist in pricing securities
where market or broker quotations are not readily available.
In performing the services described in paragraph (b) above, the
SUB-ADVISER shall use its best efforts to obtain for the Covered Funds the
best execution of portfolio transactions. If VC I's Board of Directors
approves appropriate policies and procedures, the SUB-ADVISER may cause the
Covered Funds 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 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 by the SUB-ADVISER is subjective and
represents the SUB-ADVISER's evaluation that the Covered Fund 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.
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.
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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 and to execute for the Covered Fund
as its agent and attorney-in-fact standard customer agreements with such
broker or brokers as the SUB-ADVISER shall select as provided above. With
respect to brokerage accounts for financial and commodity futures and
commodities and options thereon, the SUB-ADVISER shall select such brokers,
as approved by VALIC, prior to the establishment of such brokerage account.
The SUB-ADVISER may, using such of the securities and other property in the
Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the
Covered Fund's Custodian to deposit for the Covered Fund original and
maintenance brokerage and margin deposits and otherwise direct payments of
cash, cash equivalents and securities and other property into such
brokerage accounts and to such brokers as the SUB-ADVISER deems desirable
or appropriate.
The SUB-ADVISER shall maintain records adequately demonstrating compliance
with its obligations under this Agreement and report periodically to VALIC
and VC I's Board of Directors regarding the performance of its services
under this Agreement. The SUB-ADVISER will make available to VALIC and VC I
promptly upon their reasonable written request all of the Covered Funds'
investment records and ledgers to assist VALIC and VC I in compliance with
respect to each Covered Fund's securities transactions as required by the
1940 Act and the Advisers Act, as well as other applicable laws. The
SUB-ADVISER will furnish VC I's Board of Directors such periodic and
special reports as VALIC and VC I's Board of Directors may reasonably
request. The SUB-ADVISER will furnish to regulatory authorities any
information or reports in connection with such services which may be
requested in order to ascertain whether the operations of the Covered Funds
are being conducted in a manner consistent with applicable laws and
regulations. The SUB-ADVISER will not disclose or use any records or
information obtained pursuant to this Agreement in any manner whatsoever
except as expressly authorized in this Agreement, and will keep
confidential any non-public information obtained directly as a result of
this service relationship, and the SUB-ADVISER shall disclose such
non-public information only if VALIC or the Board of Directors of VC I has
authorized such disclosure, or if such information is or hereafter
otherwise is known by the SUB-ADVISER or has been disclosed, directly or
indirectly, by VALIC or VC I to others becomes ascertainable from public or
published information or trade sources, or if such disclosure is expressly
required or requested by applicable federal or state regulatory
authorities, or 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 Funds and
may include such total return in the calculation of composite performance
information without prior approval by VALIC or the Board of Trustees of VC
I.
Should VALIC at any time make any definite determination as to any
investment policy and notify the SUB-ADVISER in writing of such
determination, the SUB-ADVISER shall be bound by such determination for the
period, if any, specified in such notice or until similarly notified that
such determination has been revoked, provided such determination will
permit SUB-ADVISER to comply with the first paragraph of this Section.
The SUB-ADVISER will not hold money or investments on behalf of VC I. The
money and investments will be held by the Custodian of VC I. The
SUB-ADVISER will arrange for the transmission to the Custodian for VC I, on
a daily basis, such confirmation, trade tickets and other documents as may
be necessary to enable it to perform its administrative responsibilities
with respect to the Covered Funds. The SUB-ADVISER further shall have the
authority to instruct the Custodian of VC I (i) to pay cash for securities
and other property delivered, or to be delivered, to the Custodian for VC I
(ii) to deliver securities and other property against payment for VC I, and
(iii) to transfer assets and funds to such brokerage accounts as the
SUB-ADVISER may designate, all consistent with the powers, authorities and
limitations set forth herein. The SUB-ADVISER shall not have the authority
to cause the Custodian to deliver securities and other property except as
expressly provided for in this Agreement.
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The SUB-ADVISER shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise provided or authorized,
have no authority to act or represent VALIC or VC I other than in
furtherance of the SUB-ADVISER's duties and responsibilities as set forth
in this Agreement.
Except as otherwise agreed, or as otherwise provided herein, the
SUB-ADVISER shall bear the expense of discharging its responsibilities
hereunder and VALIC shall pay, or arrange for others to pay, all VALIC's
expenses, except that VALIC shall in all events pay the compensation
described in Section 2 of the Agreement.
The SUB-ADVISER is hereby prohibited from consulting with any other
sub-adviser of the Covered Fund(s) (or a portion thereof) or any other
sub-adviser to a fund under common control with the Covered Fund(s) (or a
portion thereof) concerning securities transactions of the Covered Fund (s)
(or a portion thereof) in securities or other assets.
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 assets computed for each Covered
Fund as provided for herein and in the fee schedule attached hereto as
Schedule A. Schedule A may be amended from time to time by mutual agreement
of the parties, provided that amendments are made in conformity with
applicable laws and regulations and the Articles and Bylaws of VC I. Any
change in Schedule A pertaining to any new or existing Fund shall not be
deemed to affect the interest of any other Fund and shall not require the
approval of shareholders of any other Fund.
The average daily net assets shall be determined by taking the average of
all of the determinations of net assets, made in the manner provided in VC
I'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 VC I.
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 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 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 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.
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The SUB-ADVISER shall not be liable to VALIC, VC I, or to any shareholder
in the Covered Fund, and VALIC shall indemnify the SUB-ADVISER, for any act
or omission in rendering services under this Agreement, or for any losses
sustained in connection with the matters to which this agreement relates,
so long as there has been no willful misfeasance, bad faith, gross
negligence, or reckless disregard of obligations or duties on the part of
the SUB-ADVISER in performing its duties under this Agreement.
VALIC shall perform quarterly and annual tax compliance tests and promptly
furnish reports of such tests to the SUB-ADVISER after each quarter end to
ensure that the Covered Fund is in compliance with Subchapter M of the Code
and Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER
promptly after each quarter end of any potential non-compliance with the
diversification requirements in such Code provisions. If so advised, the
SUB-ADVISER shall take prompt action so that the Covered Fund complies with
such Code diversification provisions, as directed by VALIC. VALIC
acknowledges that the SUB-ADVISER will base its compliance with such
provisions of the Code on accurate and timely portfolio information,
including tax lot allocation, from 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 VC I with a copy of such code
of ethics together with evidence of its adoption.
(c) The SUB-ADVISER has provided VALIC and VC I with a copy of its Form
ADV as most recently filed with the SEC and will promptly after filing
its annual update to its Form ADV with the SEC, furnish a copy of such
amendment to VALIC.
VALIC represents, warrants, and agrees as follows:
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, this Agreement
shall continue in effect for two
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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
I's directors 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 VC I'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 VC I as it relates
to any Covered Fund. The Agreement may be terminated as to any Covered Fund
at any time, without the payment of any penalty, by vote of VC I's Board of
Directors or by vote of a majority of that Covered Fund's outstanding
voting securities on not more than 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 VC I with respect
to them.
The SUB-ADVISER agrees that, upon request of VALIC or VC I, it will
promptly provide VALIC or VC I with copies of all books and records
relating to the Covered Fund, in accordance with the 1940 Act and rules
thereunder.
VALIC has herewith furnished the SUB-ADVISER copies of VC I's Prospectus,
Statement of Additional Information, Articles and Bylaws 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 acting in good faith upon any instructions,
confirmation or authority that the SUB-ADVISER reasonably believed to have
been given, signed or sent in accordance with the foregoing sentence,
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 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-
6
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 to VALIC by the SUB-ADVISER for use in such
material and which was specifically reviewed and approved by SUB-ADVISER.
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 information provided to VALIC by the SUB-ADVISER for use in
such material and which was specifically reviewed and approved by
SUB-ADVISER.
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:
VALIC
Attn: Xxxx X. Xxxxxx, Esq.
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
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FAX: (000) 000-0000
If to SUB-ADVISER:
Xxxxxx X. Xxxxxxx
XX Advisors, Inc.
0000 Xxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000
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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/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
ATTEST:
Attest: /s/ Xxxxxxx XxXxxxx
-----------------------------
Name: Xxxxxxx XxXxxxx
Title: Bid Analyst
WM ADVISORS, INC.
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: President
ATTEST:
Attest: /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: First Vice president,
WM Advisors, Inc.
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SCHEDULE A
Covered Funds
(Effective December 31, 2006)
SUB-ADVISER shall manage a portion of VALIC Company I Core Equity Fund assets
and shall be compensated as follows on that portion:
ANNUAL FEE
(based on average daily net asset value for each month and payable monthly)
0.325% on the first $50 million
0.250% on the next $450 million
0.200% on the next $1 billion
0.180% on excess over $1.5 billion
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