INTERIM
INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT, made this 16th day of February, 2010, 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 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 approved by shareholders. The
1940 Act permits, subject to certain limitations, a
person to act as an investment adviser of a
registered investment company pursuant to a
written interim contract for a 150 day period after
a prior written contract has terminated due to its
assignment.
(c) VC I currently consists of thirty-three portfolios
("Funds"):
Asset Allocation Fund
Blue Chip Growth Fund
Broad Cap Value Income Fund
Capital Conservation Fund
Core Equity Fund
Core Value Fund
Foreign Value Fund
Global Equity Fund
Global Real Estate Fund
Global Social Awareness Fund
Global Strategy Fund
Government Securities Fund
Growth & Income Fund
Growth Fund
Health Sciences Fund
Inflation Protected Fund
International Equities Fund
International Government Bond Fund
International Growth I Fund
Large Cap Core Fund
Large Capital Growth Fund
Mid Cap Index Fund
Mid Cap Strategic Growth Fund
Money Market I Fund
Nasdaq-100(r) 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 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
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.
(e) VALIC desires to enter into a definitive
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.
(f) VALIC desires to enter into an interim investment
sub-advisory agreement with the SUB-ADVISER
for a maximum of 150 days following the
termination of the of the amended and restated
investment sub-advisory agreement between
VALIC and the SUB-ADVISER dated December
10, 2007, 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 Funds, including, for example, the evaluation of
pertinent economic, statistical, financial, and other data, the
determination of the industries and companies to be
represented in each Covered Fund's portfolio, and the
formulation and implementation of investment programs.;
(b) maintain a trading desk and place orders for the purchase
and sale of portfolio investments (including futures
contracts and options thereon) for each Covered Fund's
account with brokers or dealers (including futures
commission merchants) selected by the SUB-ADVISER, or
arrange for any other entity to provide a trading desk and to
place orders with brokers and dealers (including futures
commission merchants) selected by the SUB-ADVISER,
subject to the SUB-ADVISER's control, direction, and
supervision, which brokers or dealers may include brokers
or dealers (including futures commission merchants)
affiliated with the SUB-ADVISER, subject to applicable
law.
The SUB-ADVISER will assist the Covered Funds and their agents
in determining whether prices obtained for valuation purposes
accurately reflect the prices on the SUB-ADVISER's portfolio
records relating to the assets of the Covered Funds for which the
SUB-ADVISER has responsibility on a quarterly basis (unless
otherwise agreed upon by the parties hereto) and at such other times
as VALIC shall reasonably request.
In performing the services described in paragraph (b) above, the
SUB-ADVISER shall use its best efforts to obtain for the Covered
Funds the best execution of portfolio transactions. The SUB-
ADVISER is responsible for decisions to buy and sell securities for
the Covered Funds, broker-dealer selection, and negotiation of
brokerage commission rates. Subject to approval by VC I's Board of
Directors of appropriate policies and procedures, the SUB-
ADVISER may cause the Covered Funds to pay to a broker a
commission, for effecting a portfolio transaction, in excess of the
commission another broker would have charged for effecting the
same transaction, if the first broker provided brokerage and/or
research services to the SUB-ADVISER. The SUB-ADVISER shall
not be deemed to have acted unlawfully, or to have breached any
duty created by this Agreement, or otherwise, solely by reason of
acting in accordance with such authorization. Notwithstanding the
above, nothing shall require the SUB-ADVISER to use a broker that
provides research services or to use a particular broker
recommended by VALIC.
The SUB-ADVISER may aggregate, or, if appropriate, cross sales
and purchase orders of securities held by the Covered Funds with
similar orders being made simultaneously for other accounts
managed by the SUB-ADVISER or with accounts of the affiliates of
the SUB-ADVISER, if in the SUB-ADVISER's reasonable judgment
such aggregation shall result in an overall economic benefit to the
Covered Funds considering the advantageous selling or purchase
price, brokerage commission and other expenses. In accounting for
such aggregated order price, commission and other expenses shall be
averaged on a per bond or share basis daily. If any trades are
crossed, SUB-ADVISER may charge the Covered Funds for
reasonable expenses incurred in such cross-trades, excluding
brokerage commissions, fees (other than customary transfer fees), or
other remuneration paid in connection with the transaction. A
transaction fee charged by a brokerage or a custodial bank will be
considered a customary transfer fee for purposes of this Agreement.
VALIC acknowledges that the determination of such economic
benefit to the Covered Funds by the SUB-ADVISER is subjective
and represents the SUB-ADVISER's evaluation that the Covered
Funds are benefited by relatively better purchase or sales prices,
lower commission expenses and beneficial timing of transactions or a
combination of these and other factors.
VALIC authorizes and empowers the SUB-ADVISER to direct the
Covered Funds' Custodian to open and maintain brokerage accounts
for securities and other property, including financial and commodity
futures and commodities and options thereon (all such accounts
hereinafter called "brokerage accounts") for and in the name of the
Covered Funds and to execute for each Covered Fund as its agent
and attorney-in-fact standard customer agreements with such broker
or brokers as the SUB-ADVISER shall select as provided above.
With respect to brokerage accounts for financial and commodity
futures and commodities and options thereon, the SUB-ADVISER
shall select such brokers, as approved by VALIC, prior to the
establishment of such brokerage account. The SUB-ADVISER may,
using such of the securities and other property in the Covered Funds
as the SUB-ADVISER deems necessary or desirable, direct the
Covered Funds' Custodian to deposit for the Covered Funds original
and maintenance brokerage and margin deposits and otherwise direct
payments of cash, cash equivalents and securities and other property
into such brokerage accounts and to such brokers as the SUB-
ADVISER deems desirable or appropriate.
The SUB-ADVISER shall maintain records adequately
demonstrating compliance with its obligations under this Agreement
and report quarterly to VALIC and VC I's Board of Directors
regarding the performance of its services under this Agreement. The
SUB-ADVISER will make available to VALIC and VC I promptly
upon their reasonable written request all of the Covered Funds'
investment records and ledgers to assist VALIC and VC I in
compliance with respect to each Covered Fund's securities
transactions as required by the 1940 Act and the Advisers Act, as
well as other applicable laws. The SUB-ADVISER will furnish VC
I's Board of Directors such quarterly and special reports as VALIC
and VC I's Board of Directors may reasonably request, in a format to
be agreed upon by VALIC and the SUB-ADVISER. The SUB-
ADVISER will furnish to regulatory authorities any information or
reports in connection with such services which may be requested by
such regulatory authorities in order to ascertain whether the
operations of the Covered Funds are being conducted in a manner
consistent with applicable laws and regulations.
The SUB-ADVISER will not disclose or use any records or
information obtained pursuant to this Agreement in any manner
whatsoever except as expressly authorized in this Agreement, and
will keep confidential any non-public information obtained directly
as a result of this service relationship, and the SUB-ADVISER shall
disclose such non-public information only if VALIC or the Board of
Directors of VC I has authorized such disclosure, or if such
information is or hereafter otherwise is known by the SUB-
ADVISER or has been disclosed, directly or indirectly, by VALIC or
the Fund to others becomes ascertainable from public or published
information or trade sources, or if such disclosure is expressly
required or requested by applicable federal or state regulatory
authorities, or to the extent such disclosure is reasonably required by
auditors or attorneys of the SUB-ADVISER in connection with the
performance of their professional services. Notwithstanding the
foregoing, the SUB-ADVISER may disclose the total return earned
by the Covered Funds and may include such total return in the
calculation of composite performance information without prior
approval by VALIC or the Board of Directors of VC I.
Should VALIC at any time make any definite determination as to a
change in any investment policy and notify the SUB-ADVISER in
writing of such determination, the SUB-ADVISER shall be bound by
such determination for the period, if any, specified in such notice or
until similarly notified that such determination has been revoked,
provided such determination will permit SUB-ADVISER to comply
with the first paragraph of this Section.
The SUB-ADVISER will not hold money or investments on behalf
of VC I. The money and investments will be held by the Custodian
of VC I. The SUB-ADVISER will arrange for the transmission to the
Custodian for VC I, on a daily basis, such confirmation, trade tickets
and other documents as may be necessary to enable it to perform its
administrative responsibilities with respect to the Covered Funds.
The SUB-ADVISER further shall have the authority to instruct the
Custodian of VC I (i) to pay cash for securities and other property
delivered, or to be delivered, to the Custodian for VC I (ii) to deliver
securities and other property against payment for VC I, and (iii) to
transfer assets and funds to such brokerage accounts as the SUB-
ADVISER may designate, all consistent with the powers, authorities
and limitations set forth herein. The SUB-ADVISER shall not have
the authority to cause the Custodian to deliver securities and other
property except as expressly provided for in this Agreement.
The SUB-ADVISER shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise provided or
authorized, have no authority to act or represent VALIC or the Fund
other than in furtherance of the SUB-ADVISER's duties and
responsibilities as set forth in this Agreement.
Except as otherwise agreed, or as otherwise provided herein, the
SUB-ADVISER shall bear the expense of discharging its
responsibilities hereunder and VALIC shall pay, or arrange for
others to pay, all VALIC's expenses, except that VALIC shall in all
events pay the compensation described in Section 2 of the
Agreement.
The SUB-ADVISER also represents and warrants that in furnishing
services hereunder, the SUB-ADVISER will not consult with any
other sub-adviser of the Covered Funds or other series of VC I, to
the extent any other sub-advisers are engaged by VALIC, or any
other sub-advisers to other investments companies that are under
common control with VC I, concerning transactions of the Covered
Funds in securities or other assets, other than for purposes of
complying with the conditions of paragraphs (a) and (b) of Rule
12d3-1 under the Act.
The SUB-ADVISER shall not be responsible for taking any action
on behalf of the Covered Funds in connection with class action
lawsuits involving portfolio securities owned by the Covered Funds.
2. Compensation of the SUB-ADVISER
VALIC shall pay to the SUB-ADVISER, as compensation for the
services rendered and expenses paid by the SUB-ADVISER, a
monthly fee or fees based on each Covered Fund's average daily net
asset value computed for each Covered Fund as provided for herein
and in the fee schedule attached hereto as Schedule A. Schedule A
may be amended from time to time, provided that amendments are
made in conformity with applicable laws and regulations and the
Articles and Bylaws of VC I. Any change in Schedule A pertaining
to any new or existing Fund shall not be deemed to affect the interest
of any other Fund and shall not require the approval of shareholders
of any other Fund.
The average daily net asset value shall be determined by taking the
mean average of all of the determinations of net asset value, made in
the manner provided in VC I's Declaration, for each business day
during a given calendar month. VALIC shall pay this fee to the SUB-
ADVISER for each calendar month as soon as practicable after the
end of that month, but in any event no later than ten (10) business
days following the end of the month, and shall include or be
supplemented by such supporting documentation as SUB-ADVISER
shall reasonably request. Wire instructions are attached as Schedule
B to this Agreement.
If the SUB-ADVISER serves for less than a whole month, the
foregoing compensation shall be prorated.
The payment of advisory fees related to the services of the SUB-
ADVISER under this Agreement shall be the sole responsibility of
VALIC and shall not be the responsibility of VC I.
3. Scope of the SUB-ADVISER's Activities
VALIC understands that the SUB-ADVISER and its affiliates now
act, will continue to act and may act in the future as investment
adviser to fiduciary and other managed accounts and as investment
adviser to other investment companies, and VALIC has no objection
to the SUB-ADVISER so acting, provided that whenever a Covered
Fund and one or more other accounts or investment companies
advised by the SUB-ADVISER have available funds for investment,
investments suitable and appropriate for each will be allocated in
accordance with the SUB-ADVISER's allocation policy. The SUB-
ADVISER similarly agrees to allocate opportunities to sell
securities. VALIC recognizes that, in some cases, this procedure may
limit the size of the position that may be acquired or sold for a
Covered Fund. In addition, VALIC understands that the persons
employed by the SUB-ADVISER to assist in the performance of the
SUB-ADVISER's duties hereunder will not devote their full time to
such service and nothing contained herein shall be deemed to limit or
restrict the right of the SUB-ADVISER or any affiliate of the SUB-
ADVISER to engage in and devote time and attention to other
business or to render services of whatever kind or nature.
Except as otherwise required by the 1940 Act, any of the
shareholders, directors, officers and employees of VALIC may be a
shareholder, director, officer or employee of, or be otherwise
interested in, the SUB-ADVISER, and in any person controlling,
controlled by or under common control with the SUB-ADVISER;
and the SUB-ADVISER, and any person controlling, controlled by
or under common control with the SUB-ADVISER, may have an
interest in VALIC.
The SUB-ADVISER shall not be liable to VALIC, VC I, or to any
shareholder in a Covered Fund, and VALIC shall indemnify the
SUB-ADVISER, for any act or omission in rendering services under
this Agreement, or for any losses sustained in connection with the
matters to which this agreement relates, so long as there has been no
willful misfeasance, bad faith, gross negligence, or reckless disregard
of obligations or duties on the part of the SUB-ADVISER in
performing its duties under this Agreement.
VALIC shall perform quarterly and annual tax compliance tests and
promptly furnish reports of such tests to the SUB-ADVISER after
each quarter end to ensure that a Covered Fund is in compliance with
Subchapter M of the Code and Section 817(h) of the Code. VALIC
shall apprise the SUB-ADVISER promptly after each quarter end of
any potential non-compliance with the diversification requirements
in such Code provisions. If so advised, the SUB-ADVISER shall
take prompt action so that the Covered Funds complies with such
Code diversification provisions, as directed by VALIC.
4. Representations of the SUB-ADVISER and VALIC
The SUB-ADVISER represents, warrants, and agrees as follows:
(a) The SUB-ADVISER (i) is registered as an investment
adviser under the Advisers Act and will continue to be so
registered for so long as this Agreement remains in effect:
(ii) is not prohibited by the 1940 Act or the Advisers Act
from performing the services contemplated by this
Agreement; (iii) has met, and will continue to meet for so
long as this Agreement remains in effect, any applicable
federal or state requirements, or the applicable
requirements of any regulatory or industry self-regulatory
agency, necessary to be met in order to perform the services
contemplated by this Agreement, (iv) has the authority to
enter into and perform the services contemplated by this
Agreement, and (v) will immediately notify VALIC of the
occurrence of any event that would disqualify the SUB-
ADVISER from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the 1940
Act or otherwise.
(b) The SUB-ADVISER has adopted a written code of ethics
complying with the requirements of Rule 17j-1 under the
1940 Act and if it has not already done so, will provide
VALIC and VC I with a copy of such code of ethics
together with evidence of its adoption.
(c) The SUB-ADVISER has provided VALIC and VC I with a
copy of its Form ADV as most recently filed with the SEC
and will promptly after filing its annual update to its Form
ADV with the SEC, furnish a copy of such amendment to
VALIC.
VALIC represents, warrants, and agrees as follows:
VALIC: (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so
long as this Agreement remains in effect: (ii) is not
prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by this Agreement;
(iii) has met, and will continue to meet for so long as this
Agreement remains in effect, any applicable federal or state
requirements, or the applicable requirements of any
regulatory or industry self-regulatory agency, necessary to
be met in order to perform the services contemplated by
this Agreement, (iv) has the authority to enter into and
perform the services contemplated by this Agreement, and
(v) will immediately notify the SUB-ADVISER of the
occurrence of any event that would disqualify VALIC from
serving as an investment adviser of an investment company
pursuant to Section 9(a) of the 1940 Act or otherwise.
5. Term of Agreement
This Agreement shall become effective as to the Covered Funds set
forth on Schedule A on February 16, 2010, the date of termination of
the amended and restated investment sub-advisory agreement
between VALIC and the SUB-ADVISER dated December 10, 2007,
and will continue until July 16, 2010, the maximum 150 days
provided; terminating upon the execution of the proposed definitive
investment sub-advisory agreement between VALIC and the SUB-
ADVISER after obtaining the requisite approval of VC I's Board of
Directors.
This Agreement shall automatically terminate in the event of its
assignment as that term is defined in the 1940 Act, or in the event of
the termination of the Investment Advisory Agreement between
VALIC and VC I as it relates to any Covered Funds. The Agreement
may be terminated as to any Covered Funds at any time, without the
payment of any penalty, by vote of VC I's Board of Directors or by
vote of a majority of that Covered Fund's outstanding voting
securities on not more than 60 days' nor less than 30 days' written
notice to the SUB-ADVISER, or upon such shorter notice as may be
mutually agreed upon by the parties. This Agreement may also be
terminated by VALIC: (i) on not more than 60 days' nor less than 30
days' written notice to the SUB-ADVISER, or upon such shorter
notice as may be mutually agreed upon by the parties, without the
payment of any penalty; or (ii) if the SUB-ADVISER becomes
unable to discharge its duties and obligations under this Agreement.
The SUB-ADVISER may terminate this Agreement at any time, or
preclude its renewal without the payment of any penalty, on not more
than 60 days' nor less than 30 days' written notice to VALIC, or
upon such shorter notice as may be mutually agreed upon by the
parties.
6. Other Matters
The SUB-ADVISER may from time to time employ or associate with
itself any person, or persons, believed to be particularly fit to assist
in its performance of services under this Agreement, provided no
such person serves or acts as an investment adviser separate from the
SUB-ADVISER so as to require a new written contract pursuant to
the 1940 Act. The compensation of any such persons will be paid by
the SUB-ADVISER, and no obligation will be incurred by, or on
behalf of, VALIC or VC I with respect to them.
The SUB-ADVISER agrees that all books and records which it
maintains for the Covered Funds are the Covered Funds' property.
The SUB-ADVISER also agrees upon request of VALIC or VC I, to
promptly surrender the books and records in accordance with the
1940 Act and rules thereunder, provided that VALIC reimburses the
SUB-ADVISER for its reasonable expenses in making duplicate
copies of such books and records for SUB-ADVISER's files. The
SUB-ADVISER further agrees to preserve for the periods prescribed
by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
VALIC has herewith furnished the SUB-ADVISER copies of VC I's
Prospectus, Statement of Additional Information, Articles and
Bylaws, investment objectives, policies and restrictions, and any
applicable procedures adopted by VC I's Board of Directors, as
currently in effect and agrees during the continuance of this
Agreement to furnish the SUB-ADVISER copies of any amendments
or supplements thereto before or at the time the amendments or
supplements become effective. Until VALIC delivers any
amendments or supplements to the SUB-ADVISER, the SUB-
ADVISER shall be fully protected in relying on the documents
previously furnished to it. VALIC will inform SUB-ADVISER of
any anticipated changes to the investment objectives and/or
restrictions of the Covered Funds as soon as reasonably practicable.
The SUB-ADVISER is authorized to honor and act on any notice,
instruction or confirmation given by VALIC on behalf of the
Covered Funds in writing signed or sent by any of the persons whose
names, addresses and specimen signatures will be provided by
VALIC from time to time. The SUB-ADVISER shall not be liable
for so acting in good faith upon such instructions, confirmation or
authority, notwithstanding that it shall subsequently be shown that
the same was not given or signed or sent by an authorized person.
VALIC agrees to furnish the SUB-ADVISER at its principal office
prior to use thereof, copies of all prospectuses, proxy statements,
reports to shareholders, sales literature, or other material prepared
for distribution to shareholders of the Covered Funds or the public
that refer in any way to the SUB-ADVISER, and not to use such
material if the SUB-ADVISER reasonably objects in writing within
ten (10) business days (or such other time as may be mutually
agreed) after receipt thereof. In the event of termination of this
agreement, VALIC will continue to furnish to the SUB-ADVISER
copies of any of the above-mentioned materials that refer in any way
to the SUB-ADVISER. VALIC shall furnish or otherwise make
available to the SUB-ADVISER such other information relating to
the business affairs of VALIC and the Covered Funds as the SUB-
ADVISER at any time, or from time to time, may reasonably request
in order to discharge obligations hereunder.
VALIC agrees to indemnify the SUB-ADVISER for losses, costs,
fees, expenses and claims which arise directly or indirectly (i) as a
result of a failure by VALIC to provide the services or furnish
materials required under the terms of this Investment Sub-Advisory
Agreement, or (ii) as the result of any untrue statement of a material
fact or any omission to state a material fact required to be stated or
necessary to make the statements, in light of the circumstances under
which they were made, not misleading in any registration statements,
proxy materials, reports, advertisements, sales literature, or other
materials pertaining to the Covered Funds, except insofar as any such
statement or omission was specifically made in reliance on written
information provided by the SUB-ADVISER to VALIC specifically
for inclusion in such documents.
The SUB-ADVISER agrees to indemnify VALIC for losses and
claims which arise (i) as a result of a failure by SUB-ADVISER to
provide the services or furnish the materials required under the terms
of this Investment Sub-Advisory Agreement, to the extent of and as a
result of the willful misconduct, bad faith, gross negligence or
reckless disregard of obligations or duties by the SUB-ADVISER,
any of SUB-ADVISER's employees or representatives; or (ii) as the
result of any untrue statement of a material fact or any omission to
state a material fact required to be stated or necessary to make the
statements, in light of the circumstances under which they were
made, not misleading in any registration statements, proxy materials,
reports, advertisements, sales literature, or other materials pertaining
to the Covered Funds to the extent any such statement or omission
was made in reliance on information provided by the SUB-
ADVISER to VALIC specifically for inclusion in such documents.
7. Invalid Provision
The invalidity or enforceability of any particular provision of this
Agreement shall not affect the other provisions, and this Agreement
shall be construed in all respects as if such provision were omitted.
8. Amendment and Waiver
Provisions of this Agreement may be amended, waived, discharged
or terminated only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or
termination is sought. The Agreement may be amended by mutual
written consent of the parties, subject to the requirements of the 1940
Act and the rules and regulations promulgated and orders granted
thereunder.
9. Notices
All notices hereunder shall be given in writing (and shall be deemed
to have been duly given upon receipt) by delivery in person, by
facsimile, by registered or certified mail or by overnight delivery
(postage prepaid, return receipt requested) to VALIC and to SUB-
ADVISER at the address of each set forth below:
If to VALIC:
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇-▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to SUB-ADVISER:
American Century Investments
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: General Counsel
The parties hereto have each caused this Agreement to be signed in duplicate
on its behalf by its duly authorized officer on the above date.
THE VARIABLE ANNUITY
LIFE INSURANCE COMPANY
By: /S/ ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
ATTEST:
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
AMERICAN CENTURY
INVESTMENT MANAGEMENT, INC.
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
ATTEST:
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
SCHEDULE A
(Effective February 16, 2010)
SUB-ADVISER shall manage a portion of the assets of the following
Covered Funds and shall be compensated on that portion, as follows:
Covered Funds Fee
Core Value Fund 0.45% on
the first $150 million;
0.40% on
the next $150 million; and
0.35% over
$300 million.
Growth Fund* 0.44% on
the first $500 million;
0.40% on
the next $500 million;
0.36% on
the next $500 million; and
0.33% over
$1.5 billion.
* For the purposes of determining whether the Fund's assets meet the
breakpoint set forth herein, the portion of the Fund's assets managed by
the Subadviser and the Fund's assets managed by American Century
Global Investment Management, Inc. shall be aggregated.
SCHEDULE B
Wire Instructions for Fee Payments
In accordance with Section 2, Compensation of the SUB-ADVISER, VALIC
will send payment as follows:
Bank Routing Number: ▇▇▇▇▇▇▇▇▇
Bank Account Number: ▇▇▇▇▇▇▇
For Further Credit: VALIC Sub-Advisory Fees for
Month/Year
1
P:\Securities Compliance\VC I\Agreements\Sub-Advisory
Agreements\American Century\ACIM Interim
Subadvisory Agreement (eff 2.16.2010).doc
P:\Securities Compliance\VC I\Agreements\Sub-Advisory
Agreements\American Century\ACIM Interim
Subadvisory Agreement (eff 2.16.2010).doc