ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT
("Agreement") is dated as of the 1st day of April, 2010 (the "Effective Date"),
between Evergreen Investment Management Company, LLC ("EIMC"), an
indirect, wholly owned subsidiary of Xxxxx Fargo & Company ("Xxxxx Fargo")
and an investment adviser registered under the Investment Advisers Act of 1940,
as amended (the "Advisers Act"), Xxxxx Capital Management Incorporated
("Xxxxx Cap"), also an indirect, wholly owned subsidiary of Xxxxx Fargo and an
investment adviser registered under the Advisers Act, and The Variable Annuity
Life Insurance Company ("VALIC"), a life insurance company organized under
Chapter 3 of the Texas Insurance Code and an investment adviser registered
under the Advisers Act.
WHEREAS, pursuant to that certain Investment Sub-Advisory
Agreement (the "Sub-Advisory Agreement"), dated as of December 31, 2008,
by and between VALIC and EIMC, EIMC agreed to serve as sub-adviser for all
or a portion of the assets the Covered Fund(s) of VALIC Company I ("VC I");
WHEREAS, EIMC desires to assign all of its rights, duties and
obligations under the Sub-Advisory Agreement to Xxxxx Cap;
WHEREAS, Xxxxx Cap desires to assume all of EIMC"s rights, duties
and obligations under the Sub-Advisory Agreement; and
WHEREAS, EIMC has obtained a legal opinion dated December 14,
2009, from Paul, Hastings, Xxxxxxxx & Xxxxxx LLP (the "Opinion"), a copy of
which it has provided to Xxxxx Cap and VALIC, concluding that the transfer of
the Sub-Advisory Agreement from EIMC to Xxxxx Cap as described in the
Opinion should not result in an "assignment" of the Sub-Advisory Agreement
within the meaning of Section 2(a)(4) of the Investment Company Act of 1940,
as amended.
NOW, THEREFORE, in consideration of the mutual promises
contained in the Sub-Advisory Agreement and herein, and for other good and
valuable consideration, the receipt and sufficiency of which EIMC, Xxxxx Cap
and VALIC hereby acknowledge, the parties agree as follows:
1. Each capitalized term used but not defined in this Agreement shall
have the meaning ascribed to it in the Sub-Advisory Agreement.
2. As of the Effective Date first noted above, EIMC hereby assigns to
Xxxxx Cap all of its rights, duties and obligations as sub-adviser for
the Covered Fund(s) under the Sub-Advisory Agreement.
3. Xxxxx Cap hereby accepts the assignment of all of EIMC"s rights,
duties and obligations as sub-adviser for the Covered Fund(s)
under the Sub-Advisory Agreement and agrees to be bound
thereby.
4. VALIC hereby consents to the assignment by EIMC of all of
EIMC"s rights, duties and obligations as sub-adviser for the
Covered Fund(s) under the Sub-Advisory Agreement to Xxxxx Cap
and the assumption by Xxxxx Cap of such rights, duties and
obligations.
5. Nothing in this Agreement shall be deemed to supersede, enlarge
or modify any of the provisions of the Sub-Advisory Agreement,
all of which shall survive the execution and delivery of this
Agreement. If any conflict exists between the terms of this
Agreement and the terms of the Sub-Advisory Agreement, the
terms of the Sub-Advisory Agreement shall govern and control.
6. This Agreement shall be interpreted in accordance with the laws of
the State of Texas and applicable federal securities laws and
regulations. 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.
7. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the Effective Date first above written.
EVERGREEN INVESTMENT
MANAGEMENT COMPANY, LLC
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Client Service Manager
ATTEST:
Attest: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Client Service Consultant
XXXXX CAPITAL MANAGEMENT
INCORPORATED
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Client Service Manager
ATTEST:
Attest: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Client Service Consultant
THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
ATTEST:
Attest: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Paralegal
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