INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT made this 10th day of December, 2007, by and between THE
VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to
as 'VALIC,' and ▇. ▇. ▇▇▇▇▇▇ INVESTMENT MANAGEMENT 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 II ('▇▇ ▇▇') pursuant to an Investment
Advisory Agreement between VALIC and ▇▇ ▇▇, a
Delaware business trust. ▇▇ ▇▇ 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) ▇▇ ▇▇ 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 upon
approval of the Board of Trustees without the approval
of shareholders. This Agreement will apply only to the
Fund(s) 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.
VALIC and the SUB-ADVISER AGREE AS FOLLOWS:
1. Services Rendered and Expenses Paid by the SUB-ADVISER
The SUB-ADVISER, subject to the supervision and review of VALIC and
the ▇▇ ▇▇ Board of Trustees and in conformity with (i) the 1940 Act, and
all applicable laws and regulations thereunder, (ii) all other applicable
federal laws and regulations, including section 817(h) of the Internal
Revenue Code of 1986, as amended (the 'Code'), and all applicable state
laws and regulations that VALIC notifies the SUB-ADVISER are
applicable to the investment management of the Covered Fund(s); (iii) the
Declaration, Bylaws, registration statements, prospectus and the
investment objectives, policies and restrictions stated in the Funds'
prospectus and statement of additional information; and (iv) any
applicable procedures adopted by the ▇▇ ▇▇ Board of Trustees and
communicated to the SUB-ADVISER, 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, in its
discretion without prior consultation with
VALIC or the ▇▇ ▇▇ Board of Trustees,
of the industries, securities and other
investments 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.
In selecting brokers or dealers to execute transactions on behalf
of the Covered Fund(s), the SUB-ADVISER will seek the best
overall terms available. In assessing the best overall terms
available for any transaction, the SUB-ADVISER will consider
factors it deems relevant, including, without limitation, the
breadth of the market in the security, the price of the security, the
financial condition and execution capability of the brokers or
dealers and the reasonableness of the commission, if any, for the
specific transaction and on a continuing basis. In selecting
brokers or dealers to execute a particular transaction, and in
evaluating the best overall terms available, the SUB-ADVISER
is authorized to consider the brokerage and research services
(within the meaning of Section 28(e) of the Securities and
Exchange Act of 1934, as amended) provided to the Covered
Fund(s) and/or other accounts over which the SUB-ADVISER or
its affiliates exercise discretion.
The SUB-ADVISER shall maintain records adequately
demonstrating compliance with its obligations under this
Agreement and report periodically to VALIC and the ▇▇ ▇▇
Board of Trustees regarding the performance of services under
this Agreement. The SUB-ADVISER will make available to
VALIC and ▇▇ ▇▇ promptly upon their request copies of all of
the Covered Fund(s)=' investment records and ledgers to assist
VALIC and ▇▇ ▇▇ in complying with regulations applicable 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 of Trustees
such periodic and special reports as VALIC and the ▇▇ ▇▇ Board
of Trustees 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 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 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).
VALIC will vote proxies relating to securities held by the
Covered Fund(s). VALIC will vote all such proxies in
accordance with such proxy voting guidelines and procedures
adopted by the Board of Directors. VALIC may, on certain non-
routine matters, consult with the SUB-ADVISER before voting
proxies relating to securities held by the Covered Fund(s).
VALIC will instruct the Custodian and other parties providing
services to ▇▇ ▇▇ promptly to forward to the proxy voting service
copies of all proxies and shareholder communications relating to
securities held by each Covered Fund(s). The SUB-ADVISER
shall not be responsible for taking any action on behalf of the
Covered Funds in connection with class action lawsuits involving
portfolio securities owned by the Covered Funds.
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 the Covered Fund(s) 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 this Agreement.
The SUB-ADVISER also represents and warrants that in
furnishing services hereunder, the SUB-ADVISER will not
consult with any other sub-adviser of the Funds or other
series of ▇▇ ▇▇, to the extent any other sub-advisers are
engaged by VALIC, or any other sub-advisers to other
investments companies that are controlled by ▇▇ ▇▇,
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. Confidentiality
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 or as reasonably required to execute
transactions on behalf of the Covered Fund(s), and will
keep confidential any non-public information obtained
directly as a result of this service relationship, and
disclose such non-public information only if VALIC or
the ▇▇ ▇▇ Board of Trustees has authorized such
disclosure, or if such information is or hereafter becomes
ascertainable from public or published information or
trade sources, or if such information is or hereafter
otherwise is know by the SUB-ADVISER, or if such
disclosure is expressly required or requested by
applicable federal or state authorities (including the
SUB-ADVISER'S regulatory examiners) 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 or as may
otherwise be contemplated by this Agreement.
Notwithstanding the foregoing, the SUB-ADVISER may
disclose the total return earned by the Covered Fund(s)
and may include such total return in the calculation of
composite performance information.
3. Confidential Treatment
It is understood that any information or
recommendation supplied by, or produced by, SUB-
ADVISER in connection with the performance of its
obligations hereunder is to be regarded by VALIC
AND VCII as confidential and for use only by VALIC
AND VCII. Furthermore, except as required by law
(including, but not limited to semi-annual, annual or
other filings made under the 1940 Act), or as agreed to
by VALIC and the SUB-ADVISER, VALIC AND
VCII will not disclose any list of securities held by the
Covered Funds, in any manner whatsoever except as
expressly permitted in VC II's Policies and Procedures
for the Protection of Non-Public Portfolio Holdings
Information (the 'Policy'). The Policy currently
permits the public disclosure of the securities held by
the Covered Funds (1) in VC II's semi-annual and
annual reports to shareholders, (2) VC II's Form N-Q
quarterly reports, each approximately 60 days after the
end of such period. Furthermore, VALIC may disclose
certain non-public portfolio holdings information to
selected third parties when justified by a legitimate
business purpose, as determined by VC II's Chief
Compliance Officer and VALIC's legal counsel, and
when the recipients are subject to a duty of
confidentiality. A list of such third parties, the
information disclosed and the time period after which
such information is disclosed to such party, which may
change from time-to-time, is available in VC II's
statement of additional information.
4. 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 monthly 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 ▇▇ ▇▇ Declaration and Bylaws.
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 monthly 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 the
Fund.
5. 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.
The SUB-ADVISER does not guarantee the future
performance of the Covered Fund(s) or any specific
level of performance, the success of any investment
decision or strategy that SUB-ADVISER may use, or
the success of SUB-ADVISER's overall management
of the Covered Fund(s). VALIC and ▇▇ ▇▇
understand that investment decisions made for the
Covered Fund(s) by the SUB-ADVISER are subject
to various market, currency, economic, political and
business risks and that those investment decisions
will not always be profitable. SUB-ADVISER will
manage only the assets of the Covered Fund(s)
allocated to its management by VALIC and in
making investment decisions for the Covered
Fund(s).
The SUB-ADVISER shall not be liable to VALIC, ▇▇
▇▇, the Fund, or to any shareholder in the 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.
6. 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 with a copy of
such code of ethics together with
evidence of its adoption.
(c) The SUB-ADVISER has provided VALIC
with a copy of its Form ADV as most
recently filed with the SEC and will
promptly after filing any annual amendment
to its Form ADV with the SEC, furnish a
copy of such amendment to VALIC.
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 ▇▇ ▇▇ to delegate
some or all of its responsibilities to
one or more sub-advisers.
7. 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 the ▇▇ ▇▇ 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 of Trustees
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 ▇▇ ▇▇ as it relates to any Covered
Fund; provided that the termination of an Interim
Investment Advisory Agreement between ▇▇ ▇▇
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 of Trustees or by vote
of a majority of that Covered Fund's outstanding
voting securities on 30-60 days' prior written
notice to the SUB-ADVISER. This Agreement
may also be terminated by VALIC: (i) on 30-60
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.
8. 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 the Fund with respect
to them.
The SUB-ADVISER agrees that all books and
records which it maintains for the Covered Fund(s)
are the Fund'sCovered Fund(s)' property. The SUB-
ADVISER also agrees upon request of VALIC or the
Fund, to promptly surrender the books and records in
accordance with the 1940 Act and rules thereunder.
Provided, however, that the SUB-ADVISER may
retain copies of such books and records to the extent
necessary to comply with applicable law or
regulation. 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 the Fund's Prospectus, Statement of
Additional Information, Declaration and Bylaws as
currently in effect and agrees during the continuance of
this Agreement to furnish 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 the Covered
Fund(s) 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 the
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 Fund as the SUB-ADVISER at
any time, or from time to time, may reasonably
request in order to discharge obligations
hereunder.
In addition to the indemnification set forth in
Section 5 of this Agreement, VALIC agrees
to indemnify the SUB-ADVISER for losses
and claims which arise (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, advertisements
or sales literature, pertaining to the Fund,
except insofar as any such statement or
omission was made in reliance on
information provided in writing by the SUB-
ADVISER or its affiliates.
The SUB-ADVISER shall indemnify and
hold harmless VALIC (and its affiliated
companies and their respective officers,
directors and employees) from any and all
claims, losses, liabilities or damages
(including reasonable attorney's fees and
other related expenses) arising out of or in
connection with (1) any willful misfeasance,
bad faith, gross negligence, or reckless
disregard of obligations or duties of the SUB-
ADVISER in performing hereunder; or (2)
any untrue statement of material fact or any
omission to state a material fact required to
be stated or necessary to make statements, in
light of the circumstances under which they
are made, not misleading in any registration
statement, proxy materials, advertisements or
sales literature, pertaining to the Funds to the
extent any such statement or omission was
made in reliance on information provided in
writing by the SUB-ADVISER to VALIC for
the express purpose of inclusion in such
materials.
Under no circumstances shall VALIC or the
SUB-ADVISER be liable to any indemnified
party for indirect, special or consequential
damages, even if VALIC or the SUB-
ADVISER is apprised of the likelihood of
such damages.
Promptly after receipt by either VALIC or SUB-
ADVISER (an 'Indemnified Party') under this
Section 8 of the commencement of an action, such
Indemnified Party will, if a claim in respect thereof
is to be made against the other party (the
'Indemnifying Party') under this section, notify
Indemnifying Party of the commencement thereof;
but the omission so to notify Indemnifying Party
will not relieve it from any liability that it may have
to any Indemnified Party otherwise than under this
section. In case any such action is brought against
any Indemnified Party, and it notified Indemnifying
Party of the commencement thereof, Indemnifying
Party will be entitled to participate therein and, to
the extent that it may wish, assume the defense
thereof, with counsel satisfactory to such
Indemnified Party. After notice from Indemnifying
Party of its intention to assume the defense of an
action, the Indemnified Party shall bear the
expenses of any additional counsel obtained by it,
and Indemnifying Party shall not be liable to such
Indemnified Party under this section for any legal
or other expenses subsequently incurred by such
Indemnified Party in connection with the defense
thereof other than reasonable costs of investigation.
A successor by law of the parties to this Agreement
shall be entitled to the benefits of the indemnification
contained herein. The indemnification provisions
contained herein shall survive any termination of this
Agreement.
9. 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.
10. 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.
11. Force Majuere
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.
12. 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: ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇-▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇-▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to SUB-ADVISER:
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇ Investment Management, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇
Tel. (212) ▇▇▇- ▇▇▇▇
Fax. (212) ▇▇▇- ▇▇▇▇
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/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
ATTEST: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
NAME: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇ INVESTMENT
MANAGEMENT INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
ATTEST:
NAME:
SCHEDULE A
(Effective December 10, 2007)
Annual Fee computed at the following annual rate,
based on average daily net asset value for each
month on that portion of the assets managed by
SUB-ADVISER, and payable monthly:
Covered Fund Fee
Small Cap Growth Fund 0.55% on the first
$100 million
0.50% on assets over $100 million