EXHIBIT 4(d)(4)
INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT made this 29th day of August, 2001, 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 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 ("NAFV II"), pursuant to an
Investment Advisory Agreement between VALIC and NAFV II, an
investment company organized under the laws of Delaware as a
business trust. NAFV II is a series type of investment company
issuing separate classes (or series) of shares of beneficial
interest and 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) NAFV II currently consists of fifteen portfolios ("Funds"):
North American - AG 2 Money Market Fund
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 - AG Moderate Growth Lifestyle Fund
North American - AG Socially Responsible Fund
North American - AG Strategic Bond Fund
North American - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Large Cap Growth Fund
North American - International Growth Fund
North American - INVESCO Mid Cap Growth Fund
North American - ▇.▇. ▇▇▇▇▇▇ Small Cap Growth Fund
North American - ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mid Cap Value Fund
North American - Small Cap Value Fund
North American - State Street Large Cap Value Fund
In accordance with NAFV II's Agreement and Declaration of
Trust (the "Declaration"), new Funds may be added to NAFV II
upon approval of NAFV II's Board of Trustees 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.
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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 NAFV II'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"), NAFV II's Declaration, Bylaws,
registration statements, prospectus and stated investment objectives,
policies and restrictions and any applicable procedures adopted by NAFV
II's Board of Trustees 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 the Covered Fund(s)'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)'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(s) 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(s)), 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(s) the best execution of portfolio transactions. Subject to
approval by NAFV II's Board of Trustees of appropriate policies and
procedures, the SUB-ADVISER may cause the Covered Fund(s) to pay to a
broker a commission, for effecting a portfolio transaction, in excess
of the commission another broker would have charged for effecting the
same transaction, if the first broker provided brokerage and/or
research services to the SUB-ADVISER. The SUB-ADVISER shall not be
deemed to have acted unlawfully, or to have breached any duty created
by this Agreement, or otherwise, solely by reason of acting in
accordance with such authorization.
The SUB-ADVISER may aggregate sales and purchase orders of securities
held by the Covered Fund(s) with similar orders being made
simultaneously for other accounts managed by the SUB-ADVISER or with
accounts of the affiliates of the SUB-ADVISER, if in the SUB-ADVISER's
reasonable judgment such aggregation shall result in an overall
economic benefit to the Covered Fund(s) considering the advantageous
selling or purchase price, brokerage commission and other expenses. In
accounting for such aggregated order price, commission and other
expenses shall be averaged on a per bond or share basis daily. VALIC
acknowledges that the determination of such economic benefit to the
Covered Fund(s) by the SUB-ADVISER is subjective and represents the
SUB-ADVISER's evaluation that the Covered Fund(s) is benefited by
relatively better purchase or sales prices, lower commission expenses
and beneficial timing of transactions or a combination of these and
other factors.
VALIC authorizes and empowers the SUB-ADVISER to direct the Covered
Fund(s)'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
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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(s) as the
SUB-ADVISER deems necessary or desirable, direct the Covered Fund(s)'s
Custodian to deposit for the Covered Fund(s) 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 NAFV II's Board of Trustees regarding the
performance of its services under this Agreement. The SUB-ADVISER will
make available to VALIC and NAFV II promptly upon their reasonable
written request all of the Covered Fund(s)'s investment records and
ledgers to assist VALIC and NAFV II in compliance with respect to each
Covered Fund(s)'s securities transactions as required by the 1940 Act
and the Advisers Act, as well as other applicable laws. The SUB-ADVISER
will furnish NAFV II's Board of Trustees such periodic and special
reports as VALIC and NAFV II'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(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,
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 NAFV II 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 NAFV II 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(s)
and may include such total return in the calculation of composite
performance information without prior approval by VALIC or the Board of
Trustees of NAFV II.
VALIC or NAFV II 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
NAFV II 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 NAFV II 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 NAFV II in connection
with the performance of their professional services. Notwithstanding
the foregoing, VALIC or NAFV II 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 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 NAFV
II. The money and investments will be held by the Custodian of NAFV II.
The SUB-ADVISER will arrange for the transmission to the Custodian for
NAFV II , 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 NAFV II: (i) to pay cash for securities and other property
delivered, or to be delivered, to the Custodian for NAFV II; (ii) to
deliver
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securities and other property against payment for NAFV II, 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.
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)'s average daily net asset value computed
for each Covered Fund(s) as provided for herein and in the fee schedule
attached hereto as Schedule A. Schedule A may be amended from time to
time, provided that amendments are made in conformity with applicable
laws and regulations and the Declaration of Trust and Bylaws of NAFV
II. 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 NAFV II'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 NAFV II.
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,
trustees, 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.
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The SUB-ADVISER shall not be liable to VALIC, NAFV II, the Fund, 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(s) complies with such Code
diversification provisions, as directed by VALIC.
4. REPRESENTATIONS OF THE SUB-ADVISER AND VALIC
The SUB-ADVISER represents, warrants, and agrees as follows:
(a) The SUB-ADVISER (i) is registered as an investment adviser
under the Advisers Act and will continue to be so registered
for so long as this Agreement remains in effect: (ii) is not
prohibited by the 1940 Act or the Advisers Act from performing
the services contemplated by this Agreement; (iii) has met,
and will continue to meet for so long as this Agreement
remains in effect, any applicable federal or state
requirements, or the applicable requirements of any regulatory
or industry self-regulatory agency, necessary to be met in
order to perform the services contemplated by this Agreement,
(iv) has the authority to enter into and perform the services
contemplated by this Agreement, and (v) will immediately
notify VALIC of the occurrence of any event that would
disqualify the SUB-ADVISER from serving as an investment
adviser of an investment company pursuant to Section 9(a) of
the 1940 Act or otherwise.
(b) The SUB-ADVISER has adopted a written code of ethics complying
with the requirements of Rule 17j-1 under the 1940 Act and if
it has not already done so, will provide VALIC and NAFV II
with a copy of such code of ethics together with evidence of
its adoption.
(c) The SUB-ADVISER has provided VALIC and NAFV II 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(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, this
Agreement shall continue in effect for two years from its effective
date. Thereafter, this Agreement shall continue in effect, but with
respect to any Covered Fund(s), subject to the termination provisions
and all other terms and conditions hereof, only so long as such
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continuance is approved at least annually by the vote of a majority of
NAFV II'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 NAFV
II's Board of Trustees or a majority of that Covered Fund(s)'s
outstanding voting securities.
This Agreement shall automatically terminate in the event of its
assignment as that term is defined in the 1940 Act, or in the event of
the termination of the Investment Advisory Agreement between VALIC and
NAFV II as it relates to any Covered Fund(s); provided that the
termination of an Interim Investment Advisory Agreement between NAFV II
and VALIC, pursuant to Rule 15a-4 under the 1940 Act upon shareholder
approval of a definitive Investment Advisory Agreement with respect to
a Covered Fund, shall not result in the termination of this Agreement
as to such Covered Fund. The Agreement may be terminated as to any
Covered Fund(s) at any time, without the payment of any penalty, by
vote of NAFV II's Board of Trustees or by vote of a majority of that
Covered Fund(s)'s outstanding voting securities on not more than 60
days' nor less than 30 days' 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 NAFV II
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)'s property. The
SUB-ADVISER also agrees upon request of VALIC or NAFV II , 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 NAFV II's
Prospectus, Statement of Additional Information, Declaration of Trust
and Bylaws, investment objectives, policies and restrictions, and any
applicable procedures adopted by NAFV II'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(s) 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(s) or the public that
refer in any way to the SUB-ADVISER, and not to use such material if
the SUB-ADVISER reasonably objects in writing within ten (10) business
days (or such other time as may be mutually agreed) after receipt
thereof. In the event of termination of this
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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(s) 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(s), 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(s)
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: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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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:
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Title:
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ATTEST:
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