INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
(VALIC COMPANY II)
This AGREEMENT, effective this 1st day of December, 2009, 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 II ("▇▇ ▇▇"), an investment
company organized under the laws of Delaware as a
business trust. ▇▇ ▇▇ is a series type of investment
company issuing separate classes (or series) of shares
of beneficial interest and is registered as an open-end,
management investment company under the
Investment Company Act of 1940, as amended
("1940 Act"). The 1940 Act prohibits any person
from acting as an investment adviser of a registered
investment company except pursuant to a written
contract approved by shareholders. The 1940 Act
permits, subject to certain limitations, a person to act
as an investment adviser of a registered investment
company pursuant to a written interim contract for a
150 day period after a prior written contract has
terminated due to its assignment, in order to solicit
shareholder approval of a definitive contract.
(c) ▇▇ ▇▇ currently consists of fifteen portfolios
("Funds"):
Aggressive Growth Lifestyle Fund
Capital Appreciation Fund
Conservative Growth Lifestyle Fund
Core Bond Fund
High Yield Bond Fund
International Small Cap Equity Fund
Large Cap Value Fund
Mid Cap Growth Fund
Mid Cap Value Fund
Moderate Growth Lifestyle Fund
Money Market II Fund
Small Cap Growth Fund
Small Cap Value Fund
Socially Responsible Fund
Strategic Bond Fund
In accordance with the ▇▇ ▇▇ Agreement and
Declaration of Trust (the "Declaration"), new Funds
may be added to ▇▇ ▇▇ upon approval of the Board of
Trustees without the approval of shareholders. This
Agreement will apply only to the Fund(s) 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 a definitive 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.
(f) VALIC desires to enter into an interim investment
sub-advisory agreement with the SUB-ADVISER
for a maximum of 150 days following the termination
of the of the investment sub-advisory agreement
between VALIC and the SUB-ADVISER dated
January 1, 2002, 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 of Trustees and in material conformity
with the 1940 Act, all applicable laws and regulations thereunder, all
other applicable federal and state securities and tax laws and
regulations, including section 817(h) and Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"), the ▇▇ ▇▇
Declaration, Bylaws, registration statements, prospectus and stated
investment objectives, policies and restrictions and any applicable
procedures adopted by the ▇▇ ▇▇ Board of Trustees and provided to the
SUB-ADVISER shall:
(a) manage the investment and reinvestment of each
Covered Fund. The SUB-ADVISER will determine
in its discretion, and subject to the oversight and
review of VALIC, the securities to be purchased or
sold.
(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
In performing the services described in paragraph (b) above, the SUB-
ADVISER shall use its best efforts to obtain for the Covered Fund(s)
the best execution of portfolio transactions. Subject to approval by the
▇▇ ▇▇ Board of Trustees of appropriate policies and procedures, the
SUB-ADVISER may cause the Covered Fund(s) to pay to a broker a
commission, for effecting a portfolio transaction, in excess of the
commission another broker would have charged for effecting the same
transaction, if the first broker provided brokerage and/or research
services to the SUB-ADVISER. The SUB-ADVISER shall not be
deemed to have acted unlawfully, or to have breached any duty created
by this Agreement, or otherwise, solely by reason of acting in
accordance with such authorization. If applicable, 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 or any other subadviser to the Covered
Fund(s) and its respective affiliates, VALIC and its affiliates, as broker-
dealers or futures commission merchants to effect Fund transactions in
securities and other investments for a Covered Fund(s).
The SUB-ADVISER shall maintain records adequately demonstrating
compliance with its obligations under this Agreement and report
periodically to VALIC and the ▇▇ ▇▇ Board of Trustees regarding the
performance of its services under this Agreement. The SUB-
ADVISER will make available to VALIC and ▇▇ ▇▇ promptly upon
their reasonable written request all of the Covered Fund(s)'s investment
records and ledgers to assist VALIC and ▇▇ ▇▇ 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 the ▇▇ ▇▇ Board of Trustees such
periodic and special reports as VALIC and the ▇▇ ▇▇ Board of Trustees
may reasonably request. The SUB-ADVISER will furnish to
regulatory authorities any information or reports in connection with
such services which may be requested in order to ascertain whether the
operations of the Covered Fund(s) are being conducted in a manner
consistent with applicable laws and regulations. The SUB-ADVISER
will not disclose or use any records or information 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 Trustees 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 ▇▇ ▇▇ 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 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 without prior
approval by VALIC or the ▇▇ ▇▇ Board of Trustees.
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 Fund(s). The money and investments will be held by the
Custodian of the Covered Fund(s). The SUB-ADVISER will arrange
for the transmission to the Custodian for the Covered Fund(s), 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
the Covered Fund(s) (i) to pay cash for securities and other property
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.
The SUB-ADVISER may aggregate sales and purchase orders of
securities held by the Covered Fund(s) with similar orders being made
simultaneously for other accounts managed by the SUB-ADVISER or
with accounts of the affiliates of the SUB-ADVISER, if in the SUB-
ADVISER's reasonable judgment such aggregation shall result in an
overall economic benefit to the Covered Fund(s) considering the
advantageous selling or purchase price, brokerage commission and
other expenses. In accounting for such aggregated order price,
commission and other expenses shall be averaged on a per bond or
share basis daily. VALIC acknowledges that the determination of such
economic benefit to the Covered Fund(s) by the SUB-ADVISER is
subjective and represents the SUB-ADVISER's evaluation that the
Covered Fund(s) is benefited by relatively better purchase or sales
prices, lower commission expenses and beneficial timing of
transactions or a combination of these and other factors.
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 ▇▇ ▇▇ 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 and
the SUB-ADVISER acknowledge that the Covered Fund(s) will be
ultimately responsible for all brokerage commissions, taxes, custodian
fees and any other transaction-related fees, but that, for the purposes of
this Agreement, as between VALIC and the SUB-ADVISER, VALIC
will be responsible for such expenses, and VALIC authorizes the SUB-
ADVISER to incur and pay such expenses for the Covered Fund(s), as
deemed appropriate by the SUB-ADVISER.
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 Covered Fund(s) or other series of ▇▇ ▇▇, to the
extent any other sub-advisers are engaged by VALIC, or any other sub-
advisers to other investment companies that are under common control
with ▇▇ ▇▇, 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 monthly net asset
value computed for each Covered Fund as provided for herein and in
the fee schedule attached hereto as Schedule A. Schedule A may be
amended from time to time, provided that amendments are made in
conformity with applicable laws and regulations and the ▇▇ ▇▇
Declaration and Bylaws. Any change in Schedule A pertaining to any
new or existing Covered Fund(s) shall not be deemed to affect the
interest of any other Covered Fund(s) and shall not require the approval
of shareholders of any other Covered Fund(s).
The average monthly 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 the ▇▇ ▇▇ Declaration, 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 the Covered Fund(s).
Notwithstanding any provision of this Section 2 to the contrary, the
SUB-ADVISER hereby acknowledges and agrees that for the term of
this Agreement all compensation earned by the SUB-ADVISER under
this Agreement will be held in an interest-bearing escrow account (the
"Escrow Account") with the Covered Fund's custodian, or such other
bank as VALIC and the SUB-ADVISER may agree, pending the
occurrence of one of the following events:
(a) A "majority of the outstanding voting
securities" of a Covered Fund (as defined in the ▇▇▇▇
▇▇▇) approves the proposed definitive investment
sub-advisory agreement between VALIC and the
SUB-ADVISER by the end of the 150 day maximum
term of this Agreement (the "Approval Event"); or
(b) A "majority of the outstanding voting securities"
of the Fund (as defined in the ▇▇▇▇ ▇▇▇) does not
approve the proposed definitive investment sub-
advisory agreement between VALIC and the SUB-
ADVISER by the end of the 150 day maximum term
of this Agreement.
If the Approval Event occurs, then the amount in the Escrow Account
(including any interest earned) will be paid to the SUB-ADVISER. If
the Approval Event does not occur, then upon termination of this
Agreement, the SUB-ADVISER will be promptly paid, out of the
Escrow Account, the lesser of (i) any costs incurred in performing this
Agreement (plus any interest earned on that amount while in escrow);
or (ii) the total amount in the Escrow Account (plus any interest
earned), and any remaining balance in such Escrow Account will be
paid to the Covered Fund. The SUB-ADVISER acknowledges its
agreement with the compensation limitations imposed by this Section
and hereby waives any and all claims at law or in equity to any amount
of compensation more than is specifically provided for in this Section.
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(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, ▇▇ ▇▇, the Covered
Fund(s), 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 VCII 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 with
a copy of such code of ethics together with evidence of its
adoption.
(c) The SUB-ADVISER has provided VALIC with a copy of its
Form ADV as most recently filed with the SEC and will
promptly after filing any amendment 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) on
the first business day following the termination of the investment sub-
advisory agreement between VALIC and the SUB-ADVISER dated
January 1, 2002, if, by that date, shareholders of the Covered Fund(s)
have not approved the proposed definitive investment sub-advisory
agreement between VALIC and the SUB-ADVISER and, unless
terminated in accordance with its terms, will continue for a maximum
of 150 days provided, however, this Agreement may terminate upon the
execution of the proposed definitive investment sub-advisory
agreement between VALIC and the SUB-ADVISER after obtaining the
requisite approval of shareholders required by the 1940 Act and ▇▇ ▇▇.
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 ▇▇ ▇▇ as it relates to any Covered Fund(s). This
Agreement may be terminated at any time, without the payment of any
penalty, (i) by the ▇▇ ▇▇ Board of Trustees or by vote of holders of a
majority of the outstanding shares of a Covered Fund upon ten (10)
calendar days' written notice to VALIC and SUB-ADVISER, (ii) by
VALIC upon ten (10) calendar days' written notice to a Covered Fund
and SUB-ADVISER, or (iii) by the SUB-ADVISER upon ten (10)
calendar days' written notice to a Covered Fund and VALIC.
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 the Covered Fund(s) with respect to them.
The SUB-ADVISER 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. The SUB-ADVISER agrees that all
books and records which it maintains for the Covered Fund(s) are the
Covered Fund(s)'s property and will be surrendered promptly to the
Covered Fund(s) or VALIC on request. The SUB-ADVISER agrees
that all accounts, books and other records maintained and preserved by
it as required hereby shall be subject at any time, and from time to time,
to such reasonable periodic, special and other examinations by the
Securities and Exchange Commission, the Covered Fund(s)'s auditors,
the Covered Fund(s) or any representative of the Covered Fund(s),
VALIC, or any government agency or other instrumentality having
regulatory authority over the Covered Fund(s).
VALIC has herewith furnished the SUB-ADVISER copies of the
Covered Fund(s)'s Prospectus, Statement of Additional Information,
Declaration 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(s) in writing signed or sent by any of the persons whose names,
addresses and specimen signatures will be provided by VALIC from
time to time. The SUB-ADVISER shall not be liable for so acting in
good faith upon such instructions, confirmation or authority,
notwithstanding that it shall subsequently be shown that the same was
not given or signed or sent by an authorized person.
VALIC agrees to furnish the SUB-ADVISER at its principal office
prior to use thereof, copies of all prospectuses, proxy statements,
reports to shareholders, sales literature, or other material prepared for
distribution to interest holders 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. VALIC shall furnish or otherwise make available to the
SUB-ADVISER such other information relating to the business affairs
of VALIC and the Covered Fund(s) as the SUB-ADVISER at any time,
or from time to time, may reasonably request in order to discharge
obligations hereunder. Subject to provisions of this paragraph, SUB-
ADVISER grants VALIC and the Covered Fund(s) a non-exclusive
right to use the "SunAmerica Asset Management Corp." name in
connection with the SUB-ADVISER's management of the Covered
Fund(s) (i) for so long as this Agreement, any other investment
management agreement between VALIC and SUB-ADVISER with
respect to ▇▇ ▇▇, or to any extension, renewal or amendment thereof,
remain in effect, and (ii) for subsequent periods as long as required by
law, rule or regulation or to the extent necessary to refer to or illustrate
the historical performance of the Covered Fund(s).
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(s), except
insofar as any such statement or omission was specifically made in
reliance on written information provided by the SUB-ADVISER to
VALIC, where the untrue statement was not reasonably knowable to be
untrue by VALIC at the time made.
The SUB-ADVISER agrees to indemnify VALIC for losses and claims
which arise directly from willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on
the part of the 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 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. If any suit is instituted by any of the parties to enforce any of
the terms or conditions of this Agreement, each of the parties hereby
submits to the exclusive jurisdiction of and venue in the federal courts
of the United States of America, County of New York, State of New
York, to the extent permitted by federal law, and otherwise, each of the
parties hereby submits to the exclusive jurisdiction of and venue in the
state courts of the State of New York located in the city and county of
New York.
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: ▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇-▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
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:
_________________________
SUNAMERICA ASSET
MANAGEMENT CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President & Chief
Executive Officer
ATTEST:
_________________________
SCHEDULE A
(Effective December 1, 2009)
Annual Fee computed at the following annual rate, based on average daily net
asset value for each month and payable monthly:
Covered Fund Fee
Socially Responsible Fund 0.125% on first $1 billion
0.115% over $1 billion
13