EXHIBIT (d)(6)
INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT made this 21st day of June, 2004, by and between THE VARIABLE
ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as "VALIC," and
OPPENHEIMERFUNDS, 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"), pursuant to an Investment Advisory Agreement between
VALIC and VC I, 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. VC I 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 twenty-two portfolios ("Funds"):
Asset Allocation Fund
Blue Chip Growth Fund
Capital Conservation Fund
Core Equity Fund
Government Securities Fund
Growth Fund
Growth & Income Fund
Health Sciences Fund
Income & Growth Fund
International Equities Fund
International Government Bond Fund
International Growth I Fund
Large Cap Growth Fund
Mid Cap Index Fund
Money Market I Fund
Nasdaq-100(R) Index Fund
Science & Technology Fund
Small Cap Fund
Small Cap Index Fund
Social Awareness Fund
Stock Index 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 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.
(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.
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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, prospectus 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 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
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 position by 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 for the Covered Fund(s)
the best execution of portfolio transactions. Subject to approval by VC
I'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.
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
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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 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
Fund(s)' 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
Fund(s) are being conducted in a manner consistent with applicable laws
and regulations. Any information and advise furnished by any party to this
agreement to the other party or parties shall be treated as confidential
and shall not be disclosed to third parties without the consent of the
other party hereto except as required by law, rule or regulation.
Notwithstanding the foregoing, the SUB-ADVISER may disclose the total
return earned by the Covered Fund(s) and may include such total return and
related items in the calculation of composite performance information
without prior approval by VALIC or the Board of Directors 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 Fund(s). 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.
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.
VALIC has retained a third-party to vote proxies for the Covered Fund(s).
The SUB-ADVISER has no responsibility to vote proxies.
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The SUB-ADVISER makes no representation or warranty, express or implied,
that any level of performance or investment results will be achieved by
the Covered Fund(s), whether on a relative or absolute basis.
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 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 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 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(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, VC I, 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.
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,
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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 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, 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 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(s); provided that the termination of an
Interim Investment Advisory Agreement between VC I and VALIC, pursuant to
Rule 15a-4 under the 1940 Act upon shareholder approval of a definitive
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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 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 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 VC I, 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 VC I's Prospectus,
Statement of Additional Information, Articles and Bylaws, investment
objectives, policies and restrictions, and any applicable procedures
adopted by VC I'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 who the SUB-ADVISER has reason to
believe are acting in good authority. The SUB-ADVISER shall not be liable
for so acting in good faith upon such instructions, confirmation or
authority.
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 and shall cease to use the SUB-ADVISER
name and/or logo as soon as is reasonable. 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,
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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: Xxxxxx Xxxxxx
0000 Xxxxx Xxxxxxx, X00-00
Xxxxxxx, Xxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
If to SUB-ADVISER: Xxxxxxxxx Xxxxx
OppenheimerFunds
Two World Financial Center
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
With a copy to: OFI Legal
Attn: Xxxxx Xxxxxxxxxx
At the same address
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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
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ATTEST:
Attest: /s/ XXXX XXXXXXX
-----------------------------
Name: Xxxx Xxxxxxx
-------------------------------
Title: Associate Counsel, SAAMCO
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OPPENHEIMERFUNDS, INC.
By: /s/ XXXXXXXXX XXXXXX
----------------------------------------
Name: Xxxxxxxxx Xxxxxx
--------------------------------------
Title: Vice President
-------------------------------------
ATTEST:
Attest: /s/ XXXXXXXXX XXXXX
-----------------------------
Name: Xxxxxxxxx Xxxxx
-------------------------------
Title: Vice President
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