1
Exhibit d.(7)
INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT made this ___ day of __________, 2000, by and between THE
VARIABLE ANNUITY LIFE INSURANCE COMPANY ("VALIC"), and American Century
Investment Management, Inc. ("American Century"), 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 adviser1 registered
under the Investment Advisers Act of 1940, as amended ("Advisers
Act").
(b) VALIC is engaged as the investment adviser of North American Funds
Variable Product Series I ("NAF Variable") (formerly known as
American General Series Portfolio Company), pursuant to an Investment
Advisory Agreement dated May 1, 1992 between VALIC and NAF Variable,
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. NAF Variable is
registered as a diversified, 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) NAF Variable currently consists of nineteen portfolios ("Funds"):
North American - AG Asset Allocation Fund
North American - AG Capital Conservation Fund
North American Core Equity Fund
North American - AG Government Securities Fund
North American - AG Growth & Income Fund
North American - American Century Income & Growth Fund
North American - American Century International Growth Fund
North American - AG International Equities Fund
North American - AG International Government Bond Fund
North American - Founders Large Cap Growth Fund
North American - ▇▇ ▇▇▇▇▇▇ Index Fund
North American - AG 1 Money Market Fund
North American - AG Nasdaq-100(R)Index Fund
North American - ▇▇▇▇▇▇ Opportunities Fund
North American - ▇. ▇▇▇▇ Price Science & Technology Fund
North American - Founders/▇. ▇▇▇▇ Price Small Cap Fund
North American - AG Small Cap Index Fund
North American - AG Social Awareness Fund
North American - AG Stock Index Fund
In accordance with NAF Variable's Articles of Incorporation (the
"Articles"), new Funds may be added to NAF Variable upon approval
of NAF Variable'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
Funds").
(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.
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1 The registration statement for NAF Variable may show the investment adviser
as "American General Advisers, a division of VALIC."
2
(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 NAF Variable'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"), NAF Variable's Articles, Bylaws, registration statements,
prospectus and stated investment objectives, policies and restrictions and any
applicable procedures adopted by NAF Variable's Board of Directors and provided
to the SUB-ADVISER in writing shall:
(a) manage the investment and reinvestment of the assets, other than
cash, 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 NAF Variable'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 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. 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 is benefited by relatively better purchase or
sales prices, lower commission expenses and beneficial timing of transactions
or a combination of these and other factors.
VALIC authorizes and empowers the SUB-ADVISER to direct the Covered
Funds' Custodian to open and maintain brokerage accounts for securities and
other property, including financial and commodity futures and
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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 NAF Variable's Board of Directors regarding the performance of its
services under this Agreement. The SUB-ADVISER will make available to VALIC and
NAF Variable promptly upon their reasonable written request all of the Covered
Funds' investment records and ledgers to assist VALIC and NAF Variable 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 NAF Variable's Board of Directors such
quarterly and special reports as VALIC and NAF Variable'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 NAF Variable 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 NAF Variable.
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 NAF
Variable. The money and investments will be held by the Custodian of NAF
Variable. The SUB-ADVISER will arrange for the transmission to the Custodian
for NAF Variable, 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 NAF Variable (i) to pay
cash for securities and other property delivered, or to be delivered, to the
Custodian for NAF Variable (ii) to deliver securities and other property
against payment for NAF Variable, 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.
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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.
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 NAF Variable. 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 NAF Variable's Declaration, for each business day during a
given calendar month. VALIC shall pay this fee for each calendar month as soon
as practicable after the end of that month, but in any event no later than ten
(10) business days following the end of the month.
If the SUB-ADVISER serves for less than a whole month, the foregoing
compensation shall be prorated.
The payment of advisory fees related to the services of the
SUB-ADVISER under this Agreement shall be the sole responsibility of VALIC and
shall not be the responsibility of NAF Variable.
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, NAF Variable, 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
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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 NAF Variable with
a copy of such code of ethics together with evidence of its
adoption.
(c) The SUB-ADVISER has provided VALIC and NAF Variable 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
NAF Variable'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 NAF Variable'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 NAF Variable
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 NAF
Variable'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
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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 NAF Variable 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 NAF Variable, 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 NAF Variable's
Prospectus, Statement of Additional Information, Articles and Bylaws,
investment objectives, policies and restrictions, and any applicable procedures
adopted by NAF Variable'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.
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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. CHOICE OF LAW
This Agreement shall be interpreted in accordance with the laws of the
State of Texas and all questions concerning its validity, construction, or
otherwise, shall be determined under the laws of the State of Texas.
8. 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.
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: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, A40-04
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
If to SUB-ADVISER:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇, Corporate Counsel
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The parties hereto have each caused this Agreement to be signed in
duplicate on its behalf by its duly authorized officer on the above date.
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By:
-----------------------------------------
Name:
---------------------------------------
Title:
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ATTEST:
-----------------------------------
American Century Investment Management, Inc.
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
ATTEST:
-----------------------------------
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SCHEDULE A
(Effective _____, 2000)
Covered Funds Fee
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North American - American .45% on the first $150 million
Century Income & Growth Fund .40% on the next $150 million
.35% over $300 million
North American - American .65% on the first $250 million
Century International Growth Fund .55% on the next $250 million
.50% over $500 million
