INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT made this 19th day of December 2012, by and between THE
VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter
referred to as ?VALIC,? and ALLIANCE ▇▇▇▇▇▇▇▇▇ ▇.▇., 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-four portfolios
(?Funds?):
Asset Allocation
Fund
Blue Chip Growth
Fund
Broad Cap Value
Income Fund
Capital Conservation
Fund
Core Equity Fund
Dividend Value
Fund
Dynamic Allocation
Fund
Emerging
Economies Fund
Foreign Value 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
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 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 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 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 of any Covered Fund(s) and any
applicable procedures adopted by VC I?s Board of Directors 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, in its discretion
without prior consultation with VALIC or the VC I
Board of Directors, of the industries, securities and
other investments 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 or other derivatives) 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.
(c) In performing its obligations under this Agreement, the
SUB-ADVISER may, at its own discretion, delegate
any or all of its discretionary investment, advisory and
other rights, powers and functions hereunder to any
advisory affiliate, without further written consent of
VALIC provided that the SUB-ADVISER shall always
remain liable for its obligations hereunder.
VALIC agrees that, to the extent SUB-ADVISER is responsible for
managing only a portion of the assets of a Covered Fund, SUB-ADVISER
shall manage the portion of the assets of a Covered Fund allocated to it as
if it was a separate operating fund, unless instructed otherwise in writing
from VALIC, and shall comply with the investment objectives, policies
and restrictions applicable to a Covered Fund and qualifications of a
Covered Fund as a regulated investment company under the Code with
respect to the portion of assets of a Covered Fund allocated to SUB-
ADVISER.
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
policies and procedures that may be adopted by VC I?s Board of Directors
and Section 28(e) of the Securities Exchange Act of 1934, as amended, 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 products
or services, including statistical data, 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. In accordance
with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and
subject to any other applicable laws and regulations including Section
17(e) of the 1940 Act and Rule 17e-1 thereunder, the SUB-ADVISER
may engage its affiliates, the VALIC and its affiliates or any other
subadviser to VC I and its respective affiliates, as broker-dealers or futures
commission merchants to effect Covered Fund transactions in securities
and other investments for a Covered Fund.
Furthermore, on occasions when the SUB-ADVISER deems the purchase
or sale of a security to be in the best interest of one or more of the Covered
Fund(s) as well as other clients of the SUB-ADVISER, it may allocate
such transactions in the manner it considers to be the most equitable and
consistent with its fiduciary obligation to the Covered Fund(s) and to such
other clients. 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 according to 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 that such
aggregation of orders may not result in more favorable pricing or lower
brokerage commissions in all instances.
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.
Should VALIC at any time make any definite determination as to any
investment policy and notify the SUB-ADVISER in writing of such
determination, within a reasonable time after receipt of such notice as
agreed to by the SUBADVISER and VALIC 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 the Custodian 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 the Covered Fund(s), (ii) to deliver securities and other
property against payment for the Covered Fund(s), 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 or as provided by VALIC in writing to the
Custodian.
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 not be responsible for
taking any action on behalf of the Covered Funds in connection with any
claim or potential claim in any bankruptcy proceedings, class action
securities litigation, or other litigation or proceeding affecting securities
held at any time in the Covered Fund(s) including, without limitation, to
file proofs of claim or other documents related to such proceedings (the
?Litigation?) or to investigate, initiate, supervise, or monitor the
Litigation involving the Covered Funds? assets.
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 3 of this Agreement.
VALIC and the SUB-ADVISER acknowledge that VC I will be ultimately
responsible for all brokerage commissions, taxes, custodian fees and other
transaction-related fees incurred on behalf of the Covered Funds(s).
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. Confidentiality
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 or as reasonably required to
execute transactions on behalf of the Covered Fund(s), and will keep
confidential any non-public information obtained directly as a result of
this service relationship, and disclose such non-public information only if
VALIC or the VC I Board of Directors has authorized such disclosure, or
if such information is or hereafter becomes ascertainable from public or
published information or trade sources, or if such information is or
hereafter otherwise is know by the SUB-ADVISER, or if such disclosure
is expressly required or requested by applicable federal or state authorities
(including the SUB-ADVISER?S regulatory examiners) 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 or as may otherwise be
contemplated by this Agreement. 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.
VALIC will not disclose or use any records or information belonging to
the SUB-ADVISER obtained pursuant to this Agreement in any manner
whatsoever except as expressly authorized in this Agreement or as
reasonably required in performance of its advisory services to the Covered
Funds, and will keep confidential any information obtained pursuant to
this service relationship, and disclose such information only if the SUB-
ADVISER has authorized such disclosure, or if such information is or
hereafter becomes ascertainable from public or published information or
trade sources, or if such information is expressly required or requested by
applicable federal or state authorities (including VALIC?s regulatory
examiners) or court of law of competent jurisdiction or to the extent such
disclosure is reasonably required by auditors or attorneys of VALIC in
connection with the performance of their professional services or as may
otherwise be contemplated by this Agreement.
3. Compensation of the SUB-ADVISER
VALIC shall pay to the SUB-ADVISER, as compensation for the services
rendered and expenses paid by the SUB-ADVISER, a monthly fee or fees
based on each Covered Fund?s average daily net asset value computed for
each Covered Fund as provided for herein and in the fee schedule attached
hereto as Schedule A. Schedule A may be amended from time to time by
written agreement executed by VALIC and the SUB-ADVISER, 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 Covered Fund shall not be deemed to
affect the interest of any other Covered Fund and shall not require the
approval of shareholders of any other Covered Fund.
The average daily net asset value shall be determined by taking the
average of all of the determinations of net asset value, made in the manner
provided in VC I?s constitutive documents, 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 fifteen (15) 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.
4. 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 on an
equitable basis. 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, the Covered
Funds, 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. The provisions of this paragraph shall
survive the termination of the 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. VALIC acknowledges that the SUB-
ADVISER shall rely completely upon VALIC?s determination of whether
and to what extent each Covered Fund(s) is in compliance with Subchapter
M and Section 817(h) of the Code and that the SUB-ADVISER has no
separate and independent responsibility to test for such compliance.
The SUB-ADVISER does not guarantee the future performance of the
Covered Fund(s) or any specific level of performance, the success of any
investment decision or strategy that SUB-ADVISER may use, or the
success of SUB-ADVISER's overall management of the Covered Fund(s).
VALIC and VC I understand that investment decisions made for the
Covered Fund(s) by the SUB-ADVISER are subject to various market,
currency, economic, political and business risks and that those investment
decisions will not always be profitable. The SUB-ADVISER will manage
only the assets of the Covered Fund(s) allocated to its management by
VALIC and in making investment decisions for the Covered Fund(s).
5. Representations of the SUB-ADVISER and VALIC
The SUB-ADVISER represents, warrants, and agrees as follows:
(a) The SUB-ADVISER (i) is registered as an investment
adviser under the Advisers Act and will continue to be
so registered for so long as this Agreement remains in
effect: (ii) is not prohibited by the 1940 Act or the
Advisers Act from performing the services
contemplated by this Agreement; (iii) has met, and will
continue to meet for so long as this Agreement remains
in effect, any applicable federal or state requirements,
or the applicable requirements of any regulatory or
industry self-regulatory agency, necessary to be met in
order to perform the services contemplated by this
Agreement; (iv) has the authority to enter into and
perform the services contemplated by this Agreement,
and (v) will immediately notify VALIC of the
occurrence of any event that would disqualify the SUB-
ADVISER from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the
1940 Act or otherwise.
(b) The SUB-ADVISER has adopted a written code of
ethics complying with the requirements of Rule 17j-1
under the 1940 Act and if it has not already done so,
will provide VALIC and VC I with a copy of such code
of ethics together with evidence of its adoption.
(c) The SUB-ADVISER has provided VALIC and VC I
with a copy of its Form ADV as most recently filed
with the SEC and will promptly after filing its annual
update to its Form ADV with the SEC, furnish a copy
of such amendment to VALIC.
VALIC represents, warrants, and agrees as follows:
(a) 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.
(b) VALIC has the authority under the Investment
Advisory Agreement between VALIC and VC I to
delegate some or all of its responsibilities to one or
more sub-advisers and the delegation to the SUB-
ADVISER under this Agreement is authorized by and
consistent with the grant of authority in that Investment
Advisory Agreement.
6. 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 VC I?s Board of Directors or a majority of that
Covered Fund?s outstanding voting securities (as defined in the 1940 Act).
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? prior 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? prior 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? prior written notice to VALIC, or upon such shorter or
longer notice as may be mutually agreed upon by the parties.
7. Indemnification
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 VC I or a 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 provisions of this paragraph shall survive the termination of
this Agreement.
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
VC I or a Covered Fund to the extent any such statement or omission was
made in reliance on written information provided by the SUB-ADVISER.
The provisions of this paragraph shall survive the termination of this
Agreement.
Promptly after receipt by either VALIC or SUB-ADVISER (an
?Indemnified Party?) under this Section 7 of the commencement of an
action, such Indemnified Party will, if a claim in respect thereof is to be
made against the 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.
8. Other Matters
The SUB-ADVISER may from time to time employ or associate with itself
any person, or persons believed to be particularly fit to assist in its
performance of services under this Agreement, provided no such person
serves or acts as an investment adviser separate from the SUB-ADVISER
so as to require a new written contract pursuant to the 1940 Act. The
compensation of any such persons will be paid by the SUB-ADVISER,
and no obligation will be incurred by, or on behalf of, VALIC or VC I
with respect to them.
The SUB-ADVISER agrees that all books and records which it maintains
for the Covered 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, however, that the SUB-ADVISER may retain copies
of such books and records to the extent necessary to comply with
applicable law or regulation. 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 subparagraphs (b)(5), (6), (7), (9),
(10), (11) and paragraph (f) of Rule 31a-1 under the 1940 Act.
VALIC has herewith furnished the SUB-ADVISER copies of VC I?s
Prospectus, Statement of Additional Information, investment objectives,
policies and restrictions, and any applicable procedures adopted by VC I?s
Board of Directors, as currently in effect for the Covered Fund(s) 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 VC I or the
Covered Fund(s) 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(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 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. The provisions of this
paragraph shall survive the termination of this Agreement.
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.
VALIC agrees that the SUB-ADVISER may use the name of VALIC or
VC I in any material that merely refers in accurate terms to the
appointment of the SUB-ADVISER hereunder.
9. Applicability of Federal Securities Laws
This Agreement shall be interpreted in accordance with the laws of the
State of New York 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 New York, or any of the provisions herein, conflict with applicable
provisions of the federal securities laws, the latter shall control.
10. Amendment and Waiver
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.
11. 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: With a copy to:
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Attn: ▇▇▇ ▇▇▇▇
2919 ▇▇▇▇▇ Parkway, L13 ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇-▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Tel: (713) 831-
5399
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (713) 831-
4124
If to SUB-ADVISER: With a copy to:
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Assistant Secretary Attn: ▇▇▇▇ ▇.
▇▇▇▇▇▇, Chief Compliance Officer
1345 Avenue of the Americas ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ 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: Vice President
ALLIANCE ▇▇▇▇▇▇▇▇▇ ▇.▇.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary
ATTEST:
Attest: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Paralegal
SCHEDULE A
COVERED FUND(S)
Effective December 19, 2012
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
Dynamic Allocation Fund 0.18% on the first
$500 million;
0.15% on the
next $1 billion; and
0.13%% on
assets over $1.5 billion
The Sub-Adviser shall be paid a composite fee based on the aggregate
assets of the Overlay Component it manages for the Dynamic Allocation Fund
of VALIC Company I, the SunAmerica Dynamic Allocation Portfolio and the
SunAmerica Dynamic Strategy Portfolio, both of SunAmerica Series Trust.
2
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Agmt re Dynamic Allocation (execution copy).doc
Alliance Sub-Adv Agmt re Dynamic Allocation (execution copy).doc
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