INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT, effective this 26th day of March, 2010, by and between
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter
referred to as ?VALIC,? and PINEBRIDGE INVESTMENTS, LLC, 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, an investment company
organized under the laws of Maryland as a
corporation (?VC I?), and VALIC Company II, an
investment company organized under the laws of
Delaware as a business trust (?▇▇ ▇▇?). VC I and ▇▇
▇▇ are both a series type of investment company
issuing separate classes (or series) of shares of
common stock or beneficial interest, as applicable.
VC I and ▇▇ ▇▇ are registered as open-end,
management investment companies 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
(each, a ?VC I Portfolio? and collectively, the ?VC I
Portfolios?):
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 Fund
Growth & Income Fund
Health Sciences Fund
Inflation Protected Fund
International Equities Fund
International Government Bond Fund
International Growth I Fund
Large Cap Core Fund
Large Capital Growth Fund
Mid Cap Index Fund
Mid Cap Strategic Growth Fund
Money Market I Fund
Nasdaq-100? Index Fund
Science & Technology Fund
Small Cap Aggressive Growth Fund
Small Cap Fund
Small Cap Index Fund
Small Cap Special Values Fund
Small-Mid Growth Fund
Stock Index Fund
Value Fund
In accordance with the VC I Articles of Incorporation
(the ?Articles?), new VC I Portfolio(s) may be added
to VC I upon approval of the board of directors of
VC I (the ?VC I Board?) without the approval of
shareholders. This Agreement will apply only to the
VC I Portfolio(s) set forth on the attached Schedule
A, and any other VC I Portfolio as may be added or
deleted by amendment to the attached Schedule A
(the ?Covered VC I Portfolio(s)?).
(d) ▇▇ ▇▇ currently consists of fifteen portfolios (each, a
?▇▇ ▇▇ Portfolio? and collectively, the ?▇▇ ▇▇
Portfolios?):
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 the ▇▇ ▇▇ Agreement and
Declaration of Trust (the ?Declaration? and together
with the Articles, the ?VC Organizational
Documents?), new ▇▇ ▇▇ Portfolio(s) may be added
to ▇▇ ▇▇ upon approval of the board of trustees of ▇▇
▇▇ (the ?▇▇ ▇▇ Board? and together with the VC I
Board, the ?VC Boards?) without the approval of
shareholders. This Agreement will apply only to the
▇▇ ▇▇ Portfolio(s) set forth on the attached Schedule
A, and any other ▇▇ ▇▇ Portfolio as may be added or
deleted by amendment to the attached Schedule A
(the ?Covered ▇▇ ▇▇ Portfolio(s)? and together with
the Covered VC I Portfolio(s), the ?Covered
Fund(s)?)
(e) 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 control, direction, and supervision
of VALIC and the VC Boards 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?), the VC Organizational Documents,
Bylaws, registration statements, prospectus and stated investment
objectives, policies and restrictions and any applicable procedures
adopted by the VC Boards and provided to the SUB-ADVISER shall:
(a) manage the investment and reinvestment of
all of, or to the extent applicable, a portion of, the
assets of each 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.
Without limiting the foregoing, the SUB-ADVISER represents and
warrants to VALIC that all of, or to the extent applicable the portion of,
the assets which it manages of the Covered Fund(s) set forth in
Schedule A will at all times be operated and managed in compliance
with (a) all applicable federal and state laws, including securities,
commodities and banking laws, governing its operations and
investments; (b) applicable provisions of Subchapter M, chapter 1 of
the Code (?Subchapter M?) for each Covered Fund to be treated as a
?regulated investment company? under Subchapter M; (c) the
diversification requirements specified in the Internal Revenue Service?s
regulations under Section 817(h) of the Code so as not to jeopardize the
treatment of the variable annuity contracts that offer the Covered Funds
as annuity contracts for purposes of the Code; (d) the distribution
requirements necessary to avoid payment of any excise tax pursuant to
Section 4982 of the Code; (e) the provisions of the 1940 Act and rules
adopted thereunder; (f) the objectives, policies, restrictions and
limitations for the Covered Funds as set forth in the Covered Funds?
current prospectus and statement of additional information as most
recently provided by VALIC to the SUB-ADVISER; and (g) the
policies and procedures as adopted by the VC Boards, as most recently
provided by VALIC to the SUB-ADVISER. The SUB-ADVISER shall
furnish information to VALIC, as requested, for purposes of
compliance with the distribution requirements necessary to avoid
payment of any excise tax pursuant to Section 4982 of the Code. The
SUB-ADVISER further represents and warrants that to the extent that
any statements or omissions made in any Registration Statement for
shares of the Covered Funds, as applicable, of VC I ▇▇ ▇▇, or any
amendment or supplement thereto, are made in reliance upon and in
conformity with information furnished by the SUB-ADVISER
expressly for use therein, such Registration Statement and any
amendments or supplements thereto will, when they become effective,
conform in all material respects to the requirements of the Securities
Act of 1933 and the rules and regulations of the Commission
thereunder (the "1933 Act") and the 1940 Act and will not contain any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading.
The SUB-ADVISER agrees: (a) to maintain a level of errors and
omissions or professional liability insurance coverage that, at all times
during the course of this Agreement, is satisfactory to VALIC, and (b)
from time to time and upon reasonable request, to supply evidence of
such coverage to VALIC.
VALIC agrees that SUB-ADVISER shall manage the portion of the
assets of a Covered Fund allocated to it as if it was a separate operating
fund, unless instructed otherwise in writing from VALIC, and shall
comply with the representations and warranties stated in this Section
(including, but not limited to, the investment objectives, policies and
restrictions applicable to a Covered Fund and qualifications of a
Covered Fund as a regulated investment company under the Code) with
respect to the portion of assets of a Covered Fund allocated to SUB-
ADVISER.
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 the 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 the
VC I Board or ▇▇ ▇▇ Board, as applicable, 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(s) 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.
The SUB-ADVISER shall maintain records adequately demonstrating
compliance with its obligations under this Agreement and report
periodically to VALIC and the VC Boards regarding the performance
of its services under this Agreement. The SUB-ADVISER will make
available to VALIC, VC I and ▇▇ ▇▇ promptly upon their reasonable
written request all of the Covered Fund(s)?s investment records and
ledgers to assist VALIC, VC I and ▇▇ ▇▇ in compliance with respect to
the Covered Fund(s)?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 VC Boards such periodic and special reports
as VALIC and the VC Boards 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 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 VC I Board
or the ▇▇ ▇▇ Board, as applicable, have 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, VC
I or ▇▇ ▇▇ 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
Court of Law of competent jurisdiction, 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 Fund(s) and may include such total
return in the calculation of composite performance information without
prior approval by VALIC or the VC Boards.
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
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). The SUB-
ADVISER further shall have the authority to instruct the custodian of
the Covered Fund(s) (i) to pay cash for securities and other property
delivered to the Custodian for the Covered Fund(s) (ii) to deliver
securities and other property against payment for the Covered Fund(s),
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, VC I or ▇▇ ▇▇
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. VALIC and
the SUB-ADVISER acknowledge that VC I or ▇▇ ▇▇, as applicable,
will be ultimately responsible for all brokerage commissions, taxes,
custodian fees and other transaction-related fees incurred on behalf of
the Covered Fund(s).
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 Fund(s) or other series of VC I or ▇▇ ▇▇, to
the extent any other sub-advisers are engaged by VALIC, or any other
sub-advisers to other investment companies that are under common
control with VC I or ▇▇ ▇▇, 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. 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 the Covered Fund(s)?s average daily net asset
value computed for each of the Covered Fund(s) 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 VC
Organizational Documents and Bylaws. Any change in Schedule A
pertaining to any new or existing Covered Fund(s) shall not be deemed
to affect the interest of any other Covered Fund(s) and shall not require
the approval of shareholders of any other Covered Fund(s).
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 the VC I Articles or the ▇▇ ▇▇ Declaration, as
applicable, 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, ▇▇ ▇▇ or the
Covered Fund(s).
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 the 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 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 the 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.
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, the SUB-ADVISER shall take
prompt action so that the Covered Fund(s) 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 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 amendment 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) on
the date hereof and as to any other VC I Portfolio or ▇▇ ▇▇ Portfolio on
the date of the Amendment to Schedule A adding such portfolio 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(s), 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 VC I directors or ▇▇ ▇▇ trustees, as applicable 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 directors of the VC I Board or
trustees of the ▇▇ ▇▇ Board, as applicable, or a majority of the Covered
Fund(s)?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 or ▇▇ ▇▇, as applicable, as it relates to any Covered
Fund(s). The Agreement may be terminated as to any Covered Fund(s)
at any time, without the payment of any penalty, by vote of the VC I
Board or the ▇▇ ▇▇ Board, as applicable, or by vote of a majority of that
Covered Fund(s)?s outstanding voting securities on not more than 60
days? nor less than 30 days? prior 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? 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 not more than 60 days? nor less than 30
days? prior 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, VC I, ▇▇ ▇▇ or the Covered Fund(s) with respect to them.
The SUB-ADVISER 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. The SUB-ADVISER agrees that all
books and records which it maintains for the Covered Fund(s) are the
Covered Fund(s)?s property and will be surrendered promptly to the
Covered Fund(s) or VALIC upon request. The SUB-ADVISER agrees
that all accounts, books and other records maintained and preserved by
it as required hereby shall be subject at any time, and from time to time,
to such reasonable periodic, special and other examinations by the
Securities and Exchange Commission, the Covered Fund(s)?s auditors,
the Covered Fund(s) or any representative of the Covered Fund(s),
VALIC, or any governmental agency or other instrumentality having
regulatory authority over the Covered Fund(s)
VALIC has herewith furnished the SUB-ADVISER copies of the
Covered Fund(s)?s Prospectus, Statement of Additional Information,
VC Organizational Documents and Bylaws as are 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(s) 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, statements of additional
information, proxy statements, reports to shareholders, sales literature,
or other material prepared for distribution to shareholders of the
Covered Fund(s) 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 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(s) as the SUB-ADVISER at any time, or from time to time, may
reasonably request in order to discharge obligations hereunder. Subject
to provisions of this paragraph, the SUB-ADVISER grants VALIC and
the Covered Fund(s) a non-exclusive right to use the ?[NewCo]? name
in connection with the SUB-ADVISER?s management of the Covered
Fund(s) (i) for so long as this Agreement, any other investment
management agreement between VALIC and SUB-ADVISER with
respect to VC I or ▇▇ ▇▇, or to any extension, renewal or amendment
thereof, remain in effect, and (ii) for subsequent periods as long as
required by law, rule or regulation or to the extent necessary to refer to
or illustrate the historical performance of the Covered Fund(s).
7. Liability of the SUB-ADVISER
(a) In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties ("disabling conduct")
hereunder on the part of the SUB-ADVISER (and its officers, directors,
agents, employees, controlling persons, shareholders and any other
person or entity affiliated with the SUB-ADVISER) the SUB-
ADVISER shall not be subject to liability to VC I, ▇▇ ▇▇, the Covered
Funds, or to any shareholder of the Covered Funds or VC I or ▇▇ ▇▇ for
any act or omission in the course of, or connected with, rendering
services hereunder, including without limitation, any error of judgment
or mistake of law or for any loss suffered by any of them in connection
with the matters to which this Agreement relates, except to the extent
specified in Section 36(b) of the Act concerning loss resulting from a
beach of fiduciary duty with respect to the receipt of compensation for
services. Except for such disabling conduct, VALIC shall indemnify
the SUB-ADVISER (and its officers, directors, partners, agents,
employees, controlling persons, shareholders and any other person or
entity affiliated with the SUB-ADVISER) (collectively, the
"Indemnified Parties") from any liability arising from the SUB-
ADVISER's conduct under this Agreement.
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(b) The SUB-ADVISER agrees to indemnify and hold harmless
VALIC and its affiliates and each of its directors and officers and each
person, if any, who controls VALIC within the meaning of Section 15
of the 1933 Act against any an all losses, claims, damages, liabilities or
litigation (including legal and other expenses), to which VALIC or its
affiliates or such directors, officers or controlling person may become
subject under the 1933 Act, under other statutes, at common law or
otherwise, which may be based upon (i) any wrongful act or breach of
this Agreement by the SUB-ADVISER, or (ii) any failure by the SUB-
ADVISER to comply with the representations and warranties set forth
in Section 1 of this Agreement; provided, however, that in no case is
the SUB-ADVISER's indemnity in favor of any person deemed to
protect such other persons against any liability to which such person
would otherwise be subject by reasons of willful misfeasance, bad
faith, or gross negligence in the performance of his, her or its duties or
by reason of his, her or its reckless disregard of obligation and duties
under this Agreement.
(c) The SUB-ADVISER shall not be liable to VALIC for (i) any acts of
VALIC or any other subadviser to the Covered Fund(s) with respect to
the portion of the assets of the Covered Fund(s) not managed by SUB-
ADVISER and (ii) acts of the SUB-ADVISER which result from acts
of VALIC, including, but not limited to, a failure of VALIC to provide
accurate and current information with respect to any records maintained
by VALIC or any other subadviser to a Covered Fund, which records
are not also maintained by or otherwise available to the SUB-
ADVISER upon reasonable request. VALIC shall indemnify the
Indemnified Parties from any liability arising from the conduct of
VALIC and any other subadviser with respect to the portion of a
Covered Fund's assets not allocated to SUB-ADVISER.
8. 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. If any
suit is instituted by any of the parties to enforce any of the terms or
conditions of this Agreement, each of the parties hereby submits to the
exclusive jurisdiction of any venue in the federal courts of the United
States of America, County of New York, State of New York, to the
extent permitted by federal law, and otherwise, each of the parties
hereby submits to the exclusive jurisdiction of a venue in the state
courts of the State of New York located in the city and county of New
York.
9. 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.
10. 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:
Address for Notice: With a
copy to:
PINEBRIDGE INVESTMENTS, LLC
PINEBRIDGE INVESTMENTS, LLC
Compliance Department Office
of the 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 date.
THE VARIABLE ANNUITY
LIFE INSURANCE COMPANY
By: /S/ ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
ATTEST:
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
PINEBRIDGE INVESTMENTS,
LLC
By: /S/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Senior Managing Director
ATTEST:
/S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
SCHEDULE A
(Effective March 26, 2010)
VC I Portfolios
Asset Allocation Fund
0.25% on first $300 million
0.225% on next $200 million
0.20% on assets over $500 million
Capital Conservation Fund
0.25% on first $200 million
0.20% on next $300 million
0.15% on assets over $500 million
Global Social Awareness Fund
0.25% on first $500 million
0.225% on next $500 million
0.20% on assets over $1 billion
Inflation Protected Fund
0.25% of first $250 million
0.20% on next $250 million
0.15% on assets over $500 million
International Equities Fund
0.10% on first $1 billion
0.09% on assets over $1 billion
International Government Bond Fund
0.25% on first $200 million
0.20% on next $300 million
0.15% on assets over $500 million
Mid Cap Strategic Growth Fund
0.45% on first $250 million
0.40% on next $250 million
0.35% on assets over $500 million
▇▇ ▇▇ Portfolios
Aggressive Growth Lifestyle Fund
0.10%
Conservative Growth Lifestyle Fund
0.10%
Core Bond Fund
0.25% on first $200 million
0.20% on next $300 million
0.15% on assets over $500 million
International Small Cap Equities Fund
0.50% of first $750 million
0.45% on assets over $750 million
Moderate Growth Lifestyle Fund
0.10%
Strategic Bond Fund
0.35% on first $200 million
0.25% on next $300 million
0.20% over $500 million