INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT made as of this 26th day of March, 2010, by and between THE
VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to
as "VALIC," and SUNAMERICA ASSET MANAGEMENT CORP., 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 Income Fund
Capital Conservation Fund
Core Equity Fund
Core Value Fund
Foreign Value Fund
Global Equity Fund
Global Real Estate Fund
Global Social Awareness Fund
Global Strategy Fund
Government Securities Fund
Growth & Income Fund
Growth Fund
Health Sciences Fund
Inflation Protected Fund
International Equities Fund
International Government Bond Fund
International Growth I Fund
Large Cap Core Fund
Large Capital Growth Fund
Mid Cap Index Fund
Mid Cap Strategic Growth Fund
Money Market I Fund
Nasdaq-100 Index Fund
Science & Technology Fund
Small Cap Aggressive Growth Fund
Small Cap Fund
Small Cap Index Fund
Small Cap Special Values Fund
Small-Mid Growth Fund
Stock Index Fund
Value Fund
In accordance with VC I"s Articles of Incorporation
(the "Articles"), new Funds may be added to VC I upon
approval of VC I"s Board of Directors (the "Board")
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 the Board and in material conformity with (i) the 1940 Act,
and all applicable laws and regulations thereunder, (ii) 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"), (iii) the Articles, VC I"s Bylaws (the "Bylaws"),
registration statements, prospectus and stated investment objectives,
policies and restrictions, and (iv) any applicable procedures adopted by the
Board and provided to the SUB-ADVISER 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; and
(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 shall not be responsible for the administrative affairs
of the Covered Fund, including pricing the Covered Fund. The SUB-
ADVISER will provide reasonable assistance to VALIC to assist in
pricing securities where market or broker quotations are not readily
available.
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. If the Board approves 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 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 may direct the SUB-ADVISER to use a particular broker or dealer
for one or more trades if, in the sole opinion of VALIC, it is in the best
interest of the Covered Fund to do so. Any such direction shall be in
writing and in a form satisfactory to SUB-ADVISER.
VALIC authorizes and empowers the SUB-ADVISER to direct the
custodian of the Covered Funds (the "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 such broker or brokers
as the SUB-ADVISER shall select as provided above. 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 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 the Board 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 relating to the
Covered Funds 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 with
jurisdiction over the SUB-ADVISER, VALIC and/or ▇▇ ▇▇ 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 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, 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.
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 the
Covered Funds. The money and investments will be held by the Custodian.
The SUB-ADVISER will arrange for the transmission to the Custodian, 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 (i) to pay cash for securities and other
property delivered, or to be delivered, to the Custodian, (ii) to deliver
securities and other property against payment for VC I, and (iii) to transfer
assets and funds to such brokerage accounts as the SUB-ADVISER may
designate, all consistent with the powers, authorities and limitations set
forth herein. The SUB-ADVISER shall not have the authority to cause the
Custodian to deliver securities and other property except as expressly
provided for in this Agreement.
The SUB-ADVISER shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise provided or authorized,
have no authority to act or represent VALIC or VC I 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.
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. 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. The SUB-ADVISER shall not be responsible for taking any action
on behalf of the Covered Funds in connection with class action lawsuits or
other legal proceeding, including, without limitation, bankruptcies,
involving portfolio securities owned by the Covered Funds.
The SUB-ADVISER also represents and warrants that in furnishing
services hereunder, the SUB-ADVISER will not consult with any other
sub-adviser of the Funds or other series of VC I, to the extent any other
sub-advisers are engaged by VALIC, or any other sub-advisers to other
investments companies that are controlled by VC I, concerning
transactions of the Covered Fund(s) in securities or other assets, other than
for purposes of complying with the conditions of paragraphs (a) and (b) of
Rule 12d3-1 under the 1940 Act.
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 assets 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 by
mutual agreement of the parties, provided that amendments are made in
conformity with applicable laws and regulations and the Articles and
Bylaws. 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 assets shall be determined by taking the average of
all of the determinations of net assets, made in the manner provided in the
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
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 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,
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, 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 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. VALIC acknowledges that the SUB-
ADVISER will base its compliance with such provisions of the Code on
accurate and timely portfolio information, including tax lot allocation,
from VALIC.
4. Representations of the SUB-ADVISER and VALIC
The SUB-ADVISER represents, warrants, and agrees as follows:
(a) The SUB-ADVISER (i) is registered as an investment adviser
under the Advisers Act and will continue to be so registered for
so long as this Agreement remains in effect: (ii) is not prohibited
by the 1940 Act or the Advisers Act from performing the
services contemplated by this Agreement; (iii) has met, and will
continue to meet for so long as this Agreement remains in effect,
any applicable federal or state requirements, or the applicable
requirements of any regulatory or industry self-regulatory
agency, necessary to be met in order to perform the services
contemplated by this Agreement, (iv) has the authority to enter
into and perform the services contemplated by this Agreement,
and (v) will immediately notify VALIC of the occurrence of any
event that would disqualify the SUB-ADVISER from serving as
an investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise.
(b) The SUB-ADVISER has adopted a written code of ethics
complying with the requirements of Rule 17j-1 under the 1940
Act and if it has not already done so, will provide VALIC and
VC I with a copy of such code of ethics together with evidence of
its adoption.
(c) The SUB-ADVISER has provided VALIC and VC I with a copy
of its Form ADV as most recently filed with the Securities and
Exchange Commission ("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, 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 the Board 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. The Agreement may be terminated
as to any Covered Fund at any time, without the payment of any penalty,
by vote of the Board or by vote of a majority of that Covered Fund"s
outstanding voting securities on not more than 60 days" nor less than 30
days" written notice to the SUB-ADVISER, or upon such shorter notice as
may be mutually agreed upon by the parties. This Agreement may also be
terminated by VALIC: (i) on not more than 60 days" nor less than 30 days"
written notice to the SUB-ADVISER, or upon such shorter notice as may
be mutually agreed upon by the parties, without the payment of any
penalty; or (ii) if the SUB-ADVISER becomes unable to discharge its
duties and obligations under this Agreement. The SUB-ADVISER may
terminate this Agreement at any time, or preclude its renewal without the
payment of any penalty, on not more than 60 days" nor less than 30 days"
written notice to VALIC, or upon such shorter notice as may be mutually
agreed upon by the parties.
6. Other Matters
The SUB-ADVISER may from time to time employ or associate with itself
any person or persons believed to be particularly fit to assist in its
performance of services under this Agreement, provided no such person
serves or acts as an investment adviser separate from the SUB-ADVISER
so as to require a new written contract pursuant to the 1940 Act. The
compensation of any such persons will be paid by the SUB-ADVISER,
and no obligation will be incurred by, or on behalf of, VALIC or VC I
with respect to them.
The SUB-ADVISER agrees that, upon request of VALIC or VC I, it will
promptly provide VALIC or VC I with copies of all books and records
relating to the Covered Fund, in accordance with the 1940 Act and rules
thereunder.
VALIC has herewith furnished the SUB-ADVISER copies of VC I"s
Prospectus, Statement of Additional Information, Articles and Bylaws 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 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 to VALIC by the SUB-
ADVISER for use in such material and which was specifically reviewed
and approved by SUB-ADVISER.
The SUB-ADVISER agrees to indemnify VALIC for losses, costs, fees,
expenses and claims which arise directly or indirectly (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 to VALIC by the SUB-ADVISER for use in such material and
which was specifically reviewed and approved by SUB-ADVISER.
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 SEC or such interpretive positions
as may be taken by the SEC 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: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇-▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to SUB-ADVISER:
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel
SunAmerica Asset Management Corp.
Harborside Financial Center
▇▇▇▇ ▇▇▇▇▇ ▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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: Paralegal
SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President & Chief Executive
Officer
ATTEST:
Attest: ________________________
Name:
Title:
SCHEDULE A
(Effective March 26, 2010)
Annual Fee computed at the following annual rate, based on average
daily net asset value for each month and payable monthly:
Covered Fund Fee
Mid Cap Index Fund 0.03% on first $150 million
0.02% on assets over $150 million
Nasdaq-100 Index Fund 0.15% on first $250 million
0.13% on next $250 million
0.11% over $500 million
Small Cap Index Fund 0.03% on first $150 million
0.02% on assets over $150 million
Stock Index Fund 0.02% on first $2 billion
0.01% on assets over $2 billion