INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT made this 27th day of April, 2010, by and between THE
VARIABLE ANNUITY LIFE INSURANCE COMPANY ("VALIC"), and
AMERICAN CENTURY GLOBAL 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 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 thirty-three 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 Real Estate Fund
Global Social Awareness Fund
Global Strategy Fund
Government Securities Fund
Growth & Income Fund
Growth 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 Index Fund
Science & Technology Fund
Small Cap Aggressive Growth Fund
Small Cap Fund
Small Cap Index Fund
Small Cap Special Values Fund
Small-Mid Strategic Growth 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 the
assets of the Covered Funds.
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 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 will assist the Covered Funds and their 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 Funds for which the SUB-ADVISER has
responsibility on a quarterly basis (unless otherwise agreed upon by the
parties hereto) and at such other times as VALIC shall reasonably request.
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. The SUB-ADVISER is
responsible for decisions to buy and sell securities for the Covered Funds,
broker-dealer selection, and negotiation of brokerage commission rates.
Subject to approval by VC I"s Board of Directors of 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. Notwithstanding the above, nothing shall require the SUB-
ADVISER to use a broker that provides research services or to use a
particular broker recommended by VALIC.
The SUB-ADVISER may aggregate, or, if appropriate, cross sales and
purchase orders of securities held by the Covered Funds 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 Funds 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. If any
trades are crossed, SUB-ADVISER may charge the Covered Funds for
reasonable expenses incurred in such cross-trades, excluding brokerage
commissions, fees (other than customary transfer fees), or other
remuneration paid in connection with the transaction. A transaction fee
charged by a brokerage or a custodial bank will be considered a customary
transfer fee for purposes of this Agreement. VALIC acknowledges that the
determination of such economic benefit to the Covered Funds by the SUB-
ADVISER is subjective and represents the SUB-ADVISER"s evaluation
that the Covered Funds are 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 Funds" 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 Funds and to
execute for each 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 Funds as the
SUB-ADVISER deems necessary or desirable, direct the Covered Funds"
Custodian to deposit for the Covered Funds 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 quarterly
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 quarterly and special reports as VALIC and VC I"s Board
of Directors may reasonably request, in a format to be agreed upon by
VALIC and the SUB-ADVISER. The SUB-ADVISER will furnish to
regulatory authorities any information or reports in connection with such
services which may be requested by such regulatory authorities 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 the Fund 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 Directors of VC I.
Should VALIC at any time make any definite determination as to a change
in 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.
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 the Fund 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 also represents and warrants that in furnishing
services hereunder, the SUB-ADVISER will not consult with any other
sub-adviser of the Covered Funds or other series of VC I, to the extent any
other sub-advisers are engaged by VALIC, or any other sub-advisers to
other investments companies that are under common control with VC I,
concerning transactions of the Covered Funds 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 Act.
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.
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 to the SUB-ADVISER 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, and shall include or be supplemented by such supporting
documentation as SUB-ADVISER shall reasonably request. Wire
instructions are attached as Schedule B to this Agreement.
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 the SUB-
ADVISER"s allocation policy. 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 shall not be liable to VALIC, VC I, or to any
shareholder in a 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 a 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 Funds 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 Funds set forth
on Schedule A on the date hereof and as to any other Fund on the date of
the Amendment to Schedule A adding such Fund in accordance with this
Agreement. Unless sooner terminated as provided herein, this Agreement
shall continue in effect for two years from its effective date. Thereafter,
this Agreement shall continue in effect, but with respect to any Covered
Fund, subject to the termination provisions and all other terms and
conditions hereof, only so long as such continuance is approved at least
annually by the vote of a majority of VC 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 a 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 Funds. The Agreement may be
terminated as to any Covered Funds 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 Funds are the Covered Funds" 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. VALIC will inform SUB-ADVISER of any anticipated
changes to the investment objectives and/or restrictions of the Covered
Funds as soon as reasonably practicable.
The SUB-ADVISER is authorized to honor and act on any notice,
instruction or confirmation given by VALIC on behalf of the Covered
Funds 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
shareholders of the Covered Funds 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 Funds 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, reports, advertisements, sales
literature, or other materials pertaining to the Covered Funds, except
insofar as any such statement or omission was specifically made in
reliance on written information provided by the SUB-ADVISER to
VALIC specifically for inclusion in such documents.
The SUB-ADVISER agrees to indemnify VALIC for losses and claims
which arise (i) as a result of a failure by SUB-ADVISER to provide the
services or furnish the materials required under the terms of this
Investment Sub-Advisory Agreement, to the extent of and as a result of the
willful misconduct, bad faith, gross negligence or reckless disregard of
obligations or duties by the SUB-ADVISER, any of SUB-ADVISER"s
employees or representatives; 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 Funds to the extent any such
statement or omission was made in reliance on information provided by
the SUB-ADVISER to VALIC specifically for inclusion in such
documents.
7. Invalid Provision
The invalidity or enforceability of any particular provision of this
Agreement shall not affect the other provisions, and this Agreement shall
be construed in all respects as if such provision were omitted.
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: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to SUB-ADVISER:
American Century Investment Management
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: General Counsel
The parties hereto have each caused this Agreement to be signed in
duplicate on its behalf by its duly authorized officer on the above
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
ATTEST: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
AMERICAN CENTURY GLOBAL INVESTMENT MANAGEMENT, INC.
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
ATTEST: ▇▇▇▇ ▇▇▇▇
SCHEDULE A
(Effective April 27, 2010)
SUB-ADVISER shall manage a portion of the assets of the following Covered
Funds and shall be compensated on that portion, as follows:
Covered Funds Fee
Growth Fund* 0.44% on the first $500 million;
0.40% on the next $500 million;
0.36% on the next $500 million; and
0.33% over $1.5 billion.
International Growth I Fund 0.65% on the first $250 million
0.55% on the next $250 million
0.50% over $500 million
* For the purposes of determining whether the Fund"s assets meet the
breakpoint set forth herein, the portion of the Fund"s assets managed by the
Subadviser and the Fund"s assets managed by American Century Investment
Management, Inc. shall be aggregated.
SCHEDULE B
Wire Instructions for Fee Payments
In accordance with Section 2, Compensation of the SUB-ADVISER, VALIC will
send payment as follows:
Bank Routing Number: ▇▇▇▇▇▇▇▇▇
Bank Account Number: ▇▇▇▇▇▇▇
For Further Credit: VALIC Sub-Advisory Fees for
Month/Year