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EXHIBIT 5(b)(10)
INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT made this ___ day of __________, 2000, by and between THE
VARIABLE ANNUITY LIFE INSURANCE COMPANY ("VALIC"), and INVESCO Funds Group,
Inc., hereinafter referred to as the "SUB-ADVISER."
VALIC and the SUB-ADVISER recognize the following:
(a) VALIC is a life insurance company organized under Chapter 3 of
the Texas Insurance Code and an investment adviser(1) 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 II ("NAF Variable") (formerly known
as American General Series Portfolio Company 3 or AGSPC 3),
pursuant to an Investment Advisory Agreement dated August 26,
1998 between VALIC and AGSPC 3, an investment company organized
under the laws of Delaware as a business trust, as a series type
of investment company issuing separate classes (or series) of
shares of beneficial interest and 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 18 portfolios ("Funds"):
North American - AG Aggressive Growth Lifestyle Fund
North American - AG Conservative Growth Lifestyle Fund
North American - AG Core Bond Fund
North American - AG High Yield Bond Fund
North American - International Growth Fund
North American - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Large Cap Growth Fund
North American - State Street Large Cap Value Fund
North American - INVESCO Mid Cap Growth Fund
North American - ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mid Cap Value Fund
North American - AG Moderate Growth Lifestyle Fund
North American - AG 2 Money Market Fund
North American - ▇.▇. ▇▇▇▇▇▇ Small Cap Growth Fund
North American - Small Cap Value Fund
North American - AG Socially Responsible Fund
North American - AG Strategic Bond Fund
American General Domestic Bond Fund (until 12/8/2000)
American General Balanced Fund (until 12/8/2000)
American General International Value Fund (until 12/8/2000)
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."
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(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 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 NAF Variable's Board of Trustees 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 Declaration of Trust, Bylaws, registration statements,
prospectus and stated investment objectives, policies and restrictions and any
applicable procedures adopted by NAF Variable's Board of Trustees and provided
to the SUB-ADVISER in writing, shall:
(a) manage the investment and reinvestment of the assets, other than
cash, of the Covered Fund, including, for example, the evaluation
of pertinent economic, statistical, financial, and other data,
the determination of the industries and companies to be
represented in the Covered Fund's portfolio, and the formulation
and implementation of investment programs; and
(b) maintain a trading desk and place orders for the purchase and
sale of portfolio investments (including futures contracts and
options thereon) for the 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.
In order to assist the Covered Fund and its agents in determining
whether prices obtained for valuation and/or audit purposes accurately reflect
the prices on the SUB-ADVISER's portfolio records (relating to the assets of the
Covered Fund), upon a reasonable request, the SUB-ADVISER will provide access to
prices, pricing information or methodology SUB-ADVISER has used or obtained for
SUB-ADVISER's proprietary portfolios.
In performing the services described in paragraph (b) above, the
SUB-ADVISER shall use its best efforts to obtain for the Covered Fund the best
execution of portfolio transactions. Subject to approval by NAF Variable's Board
of Trustees of appropriate policies and procedures, the SUB-ADVISER may cause
the Covered Fund 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 with similar orders being made simultaneously for other
accounts managed by the SUB-ADVISER or with accounts of the affiliates of the
SUB-ADVISER, if in the SUB-ADVISER's reasonable judgment such aggregation shall
result in an overall economic benefit to the Covered Fund considering the
advantageous selling or purchase price, brokerage commission and other expenses.
In accounting for such aggregated order price, commission and other expenses
shall be averaged on a per bond or share basis daily. VALIC acknowledges that
the determination of such economic benefit to the Covered Fund by the
SUB-ADVISER is subjective and represents the SUB-ADVISER's evaluation that the
Covered Fund 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
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 and to execute for the Covered Fund as its
agent and attorney-in-fact standard customer agreements with
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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, and
shall work with VALIC to execute such brokerage account documents. 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 NAF Variable's Board of Trustees 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
Fund's 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 Trustees such periodic and
special reports as VALIC and NAF Variable's Board of Trustees 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 are being conducted in a
manner consistent with applicable laws and regulations.
The SUB-ADVISER will not disclose or use any records or information,
such as portfolio composition, 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. The SUB-ADVISER shall disclose such non-public information
only if VALIC or the Board of Trustees 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 NAF
Variable to others, or 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 Fund and may include such total return in the calculation
of composite performance information without prior approval by VALIC or the
Board of Trustees of NAF Variable.
VALIC or NAF Variable will not disclose or use any SUB-ADVISER records
or information, such as portfolio composition, 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. VALIC or NAF Variable shall
disclose such non-public information only if SUB-ADVISER has authorized such
disclosure, or if such information is or hereafter otherwise is known by NAF
Variable or has been disclosed, directly or indirectly, by SUB-ADVISER to
others, or 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 VALIC or NAF Variable in
connection with the performance of their professional services. Notwithstanding
the foregoing, VALIC or NAF Variable may disclose the total return earned by the
Covered Fund and may include such total return in the calculation of composite
performance information without prior approval by SUB-ADVISER.
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 Fund. 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
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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.
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 Declaration of Trust
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 of Trust, 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 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. 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,
trustees, officers and employees of VALIC may be a shareholder, director,
officer or employee of, or to 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 the 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
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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 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.
(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 Fund 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 Trustees 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 Trustees or a majority of that Covered Fund's outstanding voting securities.
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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 Fund. The Agreement may be terminated as to any
Covered Fund at any time, without the payment of any penalty, by vote of NAF
Variable's Board of Trustees 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 NAF Variable with respect to them.
The SUB-ADVISER agrees that all books and records which it maintains
for the Covered Fund are the Covered Fund's 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 mailing
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, Declaration of Trust and
Bylaws, investment objectives, policies and restrictions, and any applicable
procedures adopted by NAF Variable's Board of Trustees, 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 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 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. 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
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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.
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 information provided by the
SUB-ADVISER to VALIC.
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: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, A40-04
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
If to SUB-ADVISER:
INVESCO Funds Group, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: General 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:
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Name:
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Title:
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ATTEST:
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INVESCO Funds Group, Inc.
By:
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Name:
--------------------------------------
Title:
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ATTEST:
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SCHEDULE A
(Effective _____, 2000)
Covered Fund Fee
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North American - INVESCO ____% on the first $____ million
MidCap Growth Fund ____% on the next $_____ million
____% on the next $_____ million
____% on the next $_____ million
____% over $____ million
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