EXHIBIT D.18.
INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT made this 19th day of September, 2005, by and between THE
VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as "VALIC," and
RCM CAPITAL MANAGEMENT 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 ("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 Large Cap Core Fund
Blue Chip Growth Fund Large Cap Growth Fund
Broad Cap Value Fund Large Capital Growth Fund
Capital Conservation Fund Large Cap Strategic Growth Fund
Core Equity Fund Mid Cap Index Fund
Foreign Value Fund Mid Cap Strategic Growth Fund
Global Equity Fund Money Market I Fund
Global Strategy Fund Nasdaq-100(R)Index Fund
Government Securities Fund Science & Technology Fund
Growth & Income Fund Small Cap Aggressive Growth Fund
Health Sciences Fund Small Cap Fund
Income & Growth Fund Small Cap Index Fund
Inflation Protected Fund Small Cap Special Values Fund
International Equities Fund Small Cap Strategic Growth Fund
International Government Bond Fund Social Awareness Fund
International Growth I Fund Stock Index Fund
Value Fund
In accordance with VC I's Articles of Incorporation
(the "Articles"), new Funds may be added to VC I upon
approval of VC I's Board of Directors without the
approval of Fund shareholders. This Agreement will
apply only to Funds set forth on the attached
Schedule A, and any other Funds as may be added or
deleted by amendment to the attached Schedule A
("Covered Fund(s)").
(d) The SUB-ADVISER is engaged principally in the
business of rendering investment advisory services
and is registered as an investment adviser under the
Advisers Act.
(e) VALIC desires to enter into an Investment
Sub-Advisory Agreement with the SUB-ADVISER for all
or a portion of the assets of the Covered Fund(s)
which VALIC determines from time to time to assign to
the SUB-ADVISER.
VALIC and the SUB-ADVISER agree as follows:
1. SERVICES RENDERED AND EXPENSES PAID BY THE SUB-ADVISER
The SUB-ADVISER, subject to the control, direction, and supervision of
VALIC and VC I's Board of Directors and in material conformity with the
1940 Act, all applicable laws and regulations thereunder, all other
applicable federal and state securities and tax laws and regulations,
including section 817(h) and Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code"), VC I's Articles, Bylaws, registration
statements, prospectus and stated investment objectives, policies and
restrictions and any applicable procedures adopted by VC I's Board of
Directors and provided to the SUB-ADVISER in writing, shall:
(a) manage the investment and reinvestment of the assets
of the Covered Fund(s) including, for example, the
evaluation of pertinent economic, statistical,
financial, and other data, the determination of the
industries and companies to be represented in each
Covered Fund's portfolio, and the formulation and
implementation of investment programs.
(b) maintain a trading desk and place orders for the
purchase and sale of portfolio investments (including
futures contracts and options thereon) for each
Covered Fund's account with brokers or dealers
(including futures commission merchants) selected by
the SUB-ADVISER, or arrange for any other entity to
provide a trading desk and to place orders with
brokers and dealers (including futures commission
merchants) selected by the SUB-ADVISER, subject to
the SUB-ADVISER's control, direction, and
supervision, which brokers or dealers may include
brokers or dealers (including futures commission
merchants) affiliated with the SUB-ADVISER, subject
to applicable law.
The SUB-ADVISER will assist the Covered Fund(s) and its agents in
determining whether prices obtained by the Covered Fund(s) and its
agents for valuation purposes are consistent with the prices on the
SUB-ADVISER's portfolio records relating to the assets of the Covered
Fund(s) for which the SUB-ADVISER has responsibility at such times as
VALIC shall reasonably request; provided, however, that the parties
acknowledge that the SUB-ADVISER is not the fund accounting agent for
the Covered Fund(s) and is not responsible for pricing determinations
or calculations and any information provided pursuant to this position
by SUB-ADVISER will be provided for information purposes only.
In performing the services described in paragraph (b) above, the
SUB-ADVISER shall use its best efforts to obtain for the Covered
Fund(s) the best execution of portfolio transactions, under the
circumstances of each trade and on the basis of all relevant factors
and considerations. Subject to approval by VC I's Board of Directors of
appropriate policies and procedures and in accordance with Section
28(e) of the Securities Exchange Act of 1934, 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 is fair and reasonable and
consistent with the SUB-ADVISER'S fiduciary obligations to the Covered
Fund(s) and its other clients, considering factors such as 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 whether such aggregation is
fair and reasonable by the SUB-ADVISER is subjective and represents the
SUB-ADVISER's evaluation that the Covered Fund(s) may benefit by
relatively better purchase or sales prices, lower commission expenses
and beneficial timing of transactions or a combination of these and
other factors.
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VALIC authorizes and empowers the SUB-ADVISER to direct the Covered
Fund's Custodian to open and maintain brokerage accounts for securities
and other property, including financial and commodity futures and
commodities and options thereon (all such accounts hereinafter called
"brokerage accounts") for and in the name of the Covered Fund(s) and to
execute for the Covered Fund(s) as its agent and attorney-in-fact
standard customer agreements with such broker or brokers as the
SUB-ADVISER shall select as provided above. With respect to brokerage
accounts for financial and commodity futures and commodities and
options thereon, the SUB-ADVISER shall select such brokers, as approved
by VALIC, prior to the establishment of such brokerage account. The
SUB-ADVISER may, using such of the securities and other property in the
Covered Fund as the SUB-ADVISER deems necessary or desirable, direct
the Covered Fund's Custodian to deposit for the Covered Fund original
and maintenance brokerage and margin deposits and otherwise direct
payments of cash, cash equivalents and securities and other property
into such brokerage accounts and to such brokers as the SUB-ADVISER
deems desirable or appropriate.
The SUB-ADVISER shall maintain records adequately demonstrating
compliance with its obligations under this Agreement and report
periodically to VALIC and VC I's Board of Directors regarding the
performance of its services under this Agreement. The SUB-ADVISER will
make available to VALIC and VC I promptly upon their reasonable written
request all of the Covered Fund(s)' investment records and ledgers to
assist VALIC and VC I in compliance with respect to each Covered Fund's
securities transactions as required by the 1940 Act and the Advisers
Act, as well as other applicable laws. The SUB-ADVISER will furnish VC
I's Board of Directors such periodic and special reports as VALIC and
VC I's Board of Directors may reasonably request. The SUB-ADVISER will
furnish to regulatory authorities any information or reports in
connection with such services which may be requested in order to
ascertain whether the operations of the Covered Fund(s) are being
conducted in a manner consistent with applicable laws and regulations.
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 VC I 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, self regulatory organization (for example, NYSE
or NASD) 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 Board of Directors of VC I. All
information (including investment advice) furnished by the parties
shall be treated as confidential and shall not be disclosed to third
parties unless requested by a regulatory agency or otherwise as
required by law.
Should VALIC at any time make any definite determination as to any
investment policy and notify the SUB-ADVISER in writing of such
determination, the SUB-ADVISER shall be bound by such determination for
the period, if any, specified in such notice or until similarly
notified that such determination has been revoked, provided such
determination will permit SUB-ADVISER to comply with the first
paragraph of this Section.
The SUB-ADVISER will not hold money or investments on behalf of VC I.
The money and investments will be held by the Custodian of VC I. The
SUB-ADVISER will arrange for the transmission to the Custodian for VC
I, on a daily basis, such confirmation, trade tickets and other
documents as may be necessary to enable it to perform its
administrative responsibilities with respect to the Covered Fund(s).
The SUB-ADVISER further shall have the authority to instruct the
Custodian of VC I, (i) to pay cash for securities and other property
delivered, or to be delivered, to the Custodian for VC I (ii) to
deliver securities and other property against payment for VC I, and
(iii) to transfer assets and funds to such brokerage accounts as the
SUB-ADVISER may designate, all consistent with the powers, authorities
and limitations set forth herein. The SUB-ADVISER shall
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not have the authority to cause the Custodian to deliver securities and
other property except as expressly provided for in this Agreement.
VALIC will vote proxies relating to securities held by the Covered
Fund(s). VALIC will vote all such proxies in accordance with such proxy
voting guidelines and procedures adopted by the Board of Directors.
VALIC may, on certain non-routine matters, consult with the SUB-ADVISER
before voting proxies relating to securities held by the Covered
Fund(s). VALIC will instruct the Custodian and other parties providing
services to VC I promptly to forward to the proxy voting service copies
of all proxies and shareholder communications relating to securities
held by each Covered Fund(s).
The SUB-ADVISER shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise provided or
authorized, have no authority to act or represent VALIC or VC I other
than in furtherance of the SUB-ADVISER's duties and responsibilities as
set forth in this Agreement.
It is understood that SUB-ADVISER and its affiliates perform investment
advisory and other services for various clients. VALIC agrees that
SUB-ADVISER and its affiliates may give advice and take action in the
performance of their duties with respect to any of their other clients
which may differ from advice given, or the timing or nature of actions
taken, with respect to the Covered Fund(s). VALIC also acknowledges
that SUB-ADVISER and its affiliates are fiduciaries to other entities,
some of which have the same or similar investment objectives (and will
hold the same or similar investments) as the Covered Fund(s), and that
SUB-ADVISER will carry out its duties hereunder together with its
duties under such relationships. Nothing in this Agreement shall be
deemed to confer upon SUB-ADVISER any obligation to purchase or sell or
to recommend for purchase or sale for the Covered Fund(s) any
investment which SUB-ADVISER, its affiliates, officers or employees may
purchase or sell for its or their own account or for the account of any
other client, if in the sole and absolute discretion of SUB-ADVISER it
is for any reason impractical or undesirable to take such action or
make such recommendation for the Covered Fund(s).
Except as otherwise agreed, or as otherwise provided herein, the
SUB-ADVISER shall bear the expense of discharging its responsibilities
hereunder and VALIC shall pay, or arrange for others to pay, all
VALIC's expenses, except that VALIC shall in all events pay the
compensation described in Section 2 of the Agreement.
The SUB-ADVISER is hereby prohibited from consulting with any other
sub-adviser of the Covered Fund(s) (or a portion thereof) or any other
sub-adviser to a fund under common control with the Covered Fund(s) (or
a portion thereof) concerning securities transactions of the Covered
Fund(s) (or a portion thereof) in securities or other assets, except as
otherwise permitted by the 1940 Act or any rules thereunder.
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 in writing
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 Articles, 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.
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The payment of advisory fees related to the services of the SUB-ADVISER
under this Agreement shall be the sole responsibility of VALIC and
shall not be the responsibility of VC I.
3. SCOPE OF THE SUB-ADVISER'S ACTIVITIES
VALIC understands that the SUB-ADVISER and its affiliates now act, will
continue to act and may act in the future as investment adviser to
fiduciary and other managed accounts and as investment adviser to other
investment companies, and VALIC has no objection to the SUB-ADVISER so
acting, provided that whenever a Covered Fund(s) and one or more other
accounts or investment companies advised by the SUB-ADVISER have
available funds for investment, investments suitable and appropriate
for each will be allocated in accordance with a methodology believed by
the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER
similarly agrees to allocate opportunities to sell securities. VALIC
recognizes that, in some cases, this procedure may limit the size of
the position that may be acquired or sold for a Covered Fund(s). In
addition, VALIC understands that the persons employed by the
SUB-ADVISER to assist in the performance of the SUB-ADVISER's duties
hereunder will not devote their full time to such service and nothing
contained herein shall be deemed to limit or restrict the right of the
SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote
time and attention to other business or to render services of whatever
kind or nature.
Except as otherwise required by the 1940 Act, any of the shareholders,
directors, officers and employees of VALIC may be a shareholder,
director, officer or employee of, or be otherwise interested in, the
SUB-ADVISER, and in any person controlling, controlled by or under
common control with the SUB-ADVISER; and the SUB-ADVISER, and any
person controlling, controlled by or under common control with the
SUB-ADVISER, may have an interest in VALIC.
The SUB-ADVISER shall not be liable to VALIC, VC I, or to any
shareholder in the Covered Fund(s), and VALIC shall indemnify the
SUB-ADVISER, for any act or omission in rendering services under this
Agreement, or for any losses sustained in connection with the matters
to which this agreement relates, so long as there has been no willful
misfeasance, bad faith, gross negligence, or reckless disregard of
obligations or duties on the part of the SUB-ADVISER in performing its
duties under this Agreement.
VALIC shall perform quarterly and annual tax compliance tests and
promptly furnish reports of such tests to the SUB-ADVISER after each
quarter end to ensure that the Covered Fund(s) is in compliance with
Subchapter M of the Code and Section 817(h) of the Code. VALIC shall
apprise the SUB-ADVISER promptly after each quarter end of any
potential non-compliance with the diversification requirements in such
Code provisions. If so advised, the SUB-ADVISER shall take prompt
action so that the Covered Fund complies with such Code diversification
provisions, as directed by VALIC.
4. REPRESENTATIONS OF THE SUB-ADVISER AND VALIC
The SUB-ADVISER represents, warrants, and agrees as follows:
(a) The SUB-ADVISER (i) is registered as an investment
adviser under the Advisers Act and will continue to
be so registered for so long as this Agreement
remains in effect: (ii) is not prohibited by the 1940
Act or the Advisers Act from performing the services
contemplated by this Agreement; (iii) has met, and
will continue to meet for so long as this Agreement
remains in effect, any applicable federal or state
requirements, or the applicable requirements of any
regulatory or industry self-regulatory agency,
necessary to be met in order to perform the services
contemplated by this Agreement, (iv) has the
authority to enter into and perform the services
contemplated by this Agreement, and (v) will
immediately notify VALIC of the occurrence of any
event that would disqualify the SUB-ADVISER from
serving as an investment adviser of an investment
company pursuant to Section 9(a) of the 1940 Act or
otherwise.
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(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.
VALIC warrants and represents to SUB-ADVISER (i) that the Covered
Fund(s) has been and throughout the term of this Agreement will be
operated, and any securities or other financial instruments issued by
the Covered Fund(s) have been and throughout the term of this Agreement
will be offered and sold, in full compliance with all applicable laws,
and (ii) that procedures reasonably designed to prevent and detect
direct or indirect investments in securities or other financial
instruments issued by Covered Fund(s), or operations of Covered
Fund(s), for the purpose of, related to, or in any way involving money
laundering have been and throughout the term of this Agreement will be
applied.
VALIC hereby acknowledges that at least 48 hours prior to entering into
this Agreement it has received, and had an opportunity to review the
SUB-ADVISER's Form ADV, Part II (which includes SUB-ADVISER's privacy
notice) as required by Rule 204-3 under the Advisers Act, as amended.
5. TERM OF AGREEMENT
This Agreement shall become effective as to the Covered Fund(s) set
forth on Schedule A on the date hereof and as to any other Fund on the
date of the Amendment to Schedule A adding such Fund in accordance with
this Agreement. Unless sooner terminated as provided herein, or as
otherwise noted on Schedule A, this Agreement shall continue in effect
for two years from its effective date. Thereafter, this Agreement shall
continue in effect, but with respect to any Covered Fund, subject to
the termination provisions and all other terms and conditions hereof,
only so long as such continuance is approved at least annually by the
vote of a majority of VC I's directors who are not parties to this
Agreement or interested persons of any such parties, cast in person at
a meeting called for the purpose of voting on such approval, and by a
vote of a majority of VC I's Board of Directors or a majority of that
Covered Fund's outstanding voting securities.
This Agreement shall automatically terminate in the event of its
assignment as that term is defined in the 1940 Act, or in the event of
the termination of the Investment Advisory Agreement between VALIC and
VC I as it relates to any Covered Fund(s). The Agreement may be
terminated as to any Covered Fund at any time, without the payment of
any penalty, by vote of VC I's Board of Directors or by vote of a
majority of that Covered Fund's outstanding voting securities on not
more than 60 days' nor less than 30 days' written notice to the
SUB-ADVISER, or upon such shorter notice as may be mutually agreed upon
by the parties. This Agreement may also be terminated by VALIC: (i) on
not more than 60 days' nor less than 30 days' written notice to the
SUB-ADVISER, or upon such shorter notice as may be mutually agreed upon
by the parties, without the payment of
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any penalty; or (ii) if the SUB-ADVISER becomes unable to discharge its
duties and obligations under this Agreement. The SUB-ADVISER may
terminate this Agreement at any time, or preclude its renewal without
the payment of any penalty, on not more than 60 days' nor less than 30
days' written notice to VALIC, or upon such shorter notice as may be
mutually agreed upon by the parties.
6. OTHER MATTERS
The SUB-ADVISER may from time to time employ or associate with itself
any person or persons believed to be particularly fit to assist in its
performance of services under this Agreement, provided no such person
serves or acts as an investment adviser separate from the SUB-ADVISER
so as to require a new written contract pursuant to the 1940 Act. The
compensation of any such persons will be paid by the SUB-ADVISER, and
no obligation will be incurred by, or on behalf of, VALIC or VC I with
respect to them.
The SUB-ADVISER agrees that all books and records which it maintains
for the Covered Fund(s) are the Covered Fund's property. The
SUB-ADVISER also agrees upon request of VALIC or VC I, to promptly
surrender the books and records in accordance with the 1940 Act and
rules thereunder, provided that VALIC reimburses the SUB-ADVISER for
its reasonable expenses in making duplicate copies of such books and
records for SUB-ADVISER's files. The SUB-ADVISER further agrees to
preserve for the periods prescribed by Rule 31a-2 under the 1940 Act
the records required to be maintained by Rule 31a-1 under the 1940 Act.
VALIC has herewith furnished the SUB-ADVISER copies of VC I's
Prospectus, Statement of Additional Information, Articles and Bylaws,
investment objectives, policies and restrictions, and any applicable
procedures adopted by VC I's Board of Directors, as currently in effect
and agrees during the continuance of this Agreement to furnish the
SUB-ADVISER copies of any amendments or supplements thereto before or
at the time the amendments or supplements become effective. Until VALIC
delivers any amendments or supplements to the SUB-ADVISER, the
SUB-ADVISER shall be fully protected in relying on the documents
previously furnished to it.
The SUB-ADVISER is authorized to honor and act on any notice,
instruction or confirmation given by VALIC on behalf of the Covered
Fund in writing signed or sent by any of the persons who the
SUB-ADVISER has reason to believe are acting in good authority. The
SUB-ADVISER shall not be liable for so acting in good faith upon such
instructions, confirmation or authority.
VALIC agrees to furnish the SUB-ADVISER at its principal office prior
to use thereof, copies of all prospectuses, proxy statements, reports
to shareholders, sales literature, or other material prepared for
distribution to shareholders of the Covered Fund or the public that
refer in any way to the SUB-ADVISER, and not to use such material if
the SUB-ADVISER reasonably objects in writing within ten (10) business
days (or such other time as may be mutually agreed) after receipt
thereof. In the event of termination of this agreement, VALIC will
continue to furnish to the SUB-ADVISER copies of any of the
above-mentioned materials that refer in any way to the SUB-ADVISER and
shall cease to use the SUB-ADVISER name and/or logo as soon as is
reasonable. VALIC shall furnish or otherwise make available to the
SUB-ADVISER such other information relating to the business affairs of
VALIC and the Covered Fund as the SUB-ADVISER at any time, or from time
to time, may reasonably request in order to discharge obligations
hereunder.
VALIC agrees to indemnify the SUB-ADVISER for losses, costs, fees,
expenses and claims which arise directly or indirectly (i) as a result
of a failure by VALIC to provide the services or furnish materials
required under the terms of this Investment Sub-Advisory Agreement, or
(ii) as the result of any untrue statement of a material fact or any
omission to state a material fact required to be stated or necessary to
make the statements, in light of the circumstances under which they
were made, not misleading in any registration statements, proxy
materials, reports, advertisements, sales literature, or other
materials pertaining to the Covered Fund, except insofar as any such
statement or omission was specifically made in reliance on written
information provided by the SUB-ADVISER to VALIC.
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The SUB-ADVISER agrees to indemnify VALIC for losses and claims which
arise (i) as a result of the willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties by the
SUB-ADVISER; or (ii) as the result of any untrue statement of a
material fact or any omission to state a material fact required to be
stated or necessary to make the statements, in light of the
circumstances under which they were made, not misleading in any
registration statements, proxy materials, reports, advertisements,
sales literature, or other materials pertaining to the Covered Fund to
the extent any such statement or omission was made in reliance on
written information provided by the SUB-ADVISER to VALIC.
Promptly after receipt by either VALIC or SUB-ADVISER (an "Indemnified
Party") under this Section 6 of the commencement of an action, such
Indemnified Party will, if a claim in respect thereof is to be made
against the other party (the "Indemnifying Party") under this section,
notify Indemnifying Party of the commencement thereof; but the omission
so to notify Indemnifying Party will not relieve it from any liability
that it may have to any Indemnified Party otherwise than under this
section. In case any such action is brought against any Indemnified
Party, and it notified Indemnifying Party of the commencement thereof,
Indemnifying Party will be entitled to participate therein and, to the
extent that it may wish, assume the defense thereof, with counsel
satisfactory to such Indemnified Party. After notice from Indemnifying
Party of its intention to assume the defense of an action, the
Indemnified Party shall bear the expenses of any additional counsel
obtained by it, and Indemnifying Party shall not be liable to such
Indemnified Party under this section for any legal or other expenses
subsequently incurred by such Indemnified Party in connection with the
defense thereof other than reasonable costs of investigation.
A successor by law of the parties to this Agreement shall be entitled
to the benefits of the indemnification contained herein. The
indemnification provisions contained herein shall survive any
termination of this Agreement.
7. APPLICABILITY OF FEDERAL SECURITIES LAWS
This Agreement shall be interpreted in accordance with the laws of the
State of Texas and applicable federal securities laws and regulations,
including definitions therein and such exemptions as may be granted to
VALIC or the SUB-ADVISER by the Securities and Exchange Commission or
such interpretive positions as may be taken by the Commission or its
staff. To the extent that the applicable law of the State of Texas, or
any of the provisions herein, conflict with applicable provisions of
the federal securities laws, the latter shall control.
8. AMENDMENT AND WAIVER
Provisions of this Agreement may be amended, waived, discharged or
terminated only by an instrument in writing signed by the party against
which enforcement of the change, waiver, discharge or termination is
sought. The Agreement may be amended by mutual written consent of the
parties, subject to the requirements of the 1940 Act and the rules and
regulations promulgated and orders granted thereunder.
9. NOTICES
All notices hereunder shall be given in writing (and shall be deemed to
have been duly given upon receipt) by delivery in person, by facsimile,
by registered or certified mail or by overnight delivery (postage
prepaid, return receipt requested) to VALIC and to SUB-ADVISER at the
address of each set forth below:
If to VALIC:
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇-▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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If to SUB-ADVISER:
Attention: Legal Department
RCM Capital Management LLC
▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
10. MISCELLANEOUS.
Affiliated Transactions. VALIC shall notify SUB-ADVISER promptly,
in writing, if VALIC or any of its affiliates, is or becomes an
affiliate, director, trustee or controlling person of any issuer
whose securities are or may be purchased for the Covered Fund(s).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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The parties hereto have each caused this Agreement to be signed in
duplicate on its behalf by its duly authorized officer on the above date.
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Senior Vice President
----------------------------------------
ATTEST:
Attest: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------
Title: Assistant Secretary
--------------------------------------
RCM CAPITAL MANAGEMENT LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Title: COO
----------------------------------------
ATTEST:
Attest: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------
Title: Head of New Business Group
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SCHEDULE A
COVERED FUND(S)
Annual Fee computed at the following annual rate, based on average daily net
asset value for each month on that portion of the assets managed by SUB-ADVISER,
and payable monthly:
Covered Fund Fee
Science & Technology Fund 0.65 % on the first $250 million;
0.60 % on the next $250 million; and
0.55 % on the balance of assets.
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