EXHIBIT D(23)
INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT made this 5th day of December, 2005, by and between THE VARIABLE
ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as "VALIC," and CREDIT
SUISSE ASSET 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
Blue Chip Growth Fund
Broad Cap Value Fund
Capital Conservation Fund
Core Equity Fund
Foreign Value Fund
Global Equity Fund
Global Strategy Fund
Government Securities Fund
Growth & Income Fund
Health Sciences Fund
Income & Growth Fund
Inflation Protected Fund
International Equities Fund
International Government Bond Fund
International Growth I Fund
Large Cap Core Fund
Large Cap Growth 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 Cap Strategic Growth Fund
Social Awareness Fund
Stock Index Fund
VALIC Ultra 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, 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.
2
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.
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 not have the authority
to cause the Custodian to deliver securities and other property except as
expressly provided for in this Agreement.
3
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.
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
4
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.
(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.
5
(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.
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 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
6
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.
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
7
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: (▇▇▇) ▇▇▇-▇▇▇▇
If to SUB-ADVISER:
Attn: General Counsel
Credit Suisse Asset Management, LLC
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇- ▇▇▇-▇▇▇▇
8
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]
9
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:
Attest: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Associate Counsel
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/ ▇▇▇▇▇▇ ▇. Plump
------------------------------------
Name: ▇▇▇▇▇▇ ▇. Plump
Title: Managing Director
ATTEST:
Attest: /s/ J. ▇▇▇▇▇ ▇▇▇
-----------------------------
Name: J. ▇▇▇▇▇ ▇▇▇
Title: Vice President
10
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
------------ ---
Small Cap Aggressive Growth Fund 0.55% on the first $250 million
0.50% over $250 million
11