INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT made this 5th day of December 2011, by and between THE
VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as "VALIC,"
and ROBECO INVESTMENT MANAGEMENT, INC. hereinafter referred to as the
"SUB-ADVISER."
VALIC and the SUB-ADVISER recognize the following:
(a) VALIC is a life insurance company organized under Chapter 3 of the
Texas Insurance Code and an investment adviser registered under the Investment
Advisers Act of 1940, as amended ("Advisers Act").
(b) VALIC is engaged as the investment adviser of VALIC Company II ("▇▇ ▇▇")
pursuant to a written Investment Advisory Agreement between VALIC and ▇▇ ▇▇, a
Delaware business trust. ▇▇ ▇▇ is a series type of investment company issuing
separate classes (or series) of shares and is registered as an open-end,
management investment company under the Investment Company Act of 1940, as
amended ("1940 Act"). The 1940 Act prohibits any person from acting as an
investment adviser of a registered investment company except pursuant to a
written contract.
(c) ▇▇ ▇▇ 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 VC II's 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 (each, a "Covered Fund").
(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 supervision and approval of VALIC and the ▇▇ ▇▇
Board of Trustees and in conformity with (i) the 1940 Act, and all applicable
laws and regulations thereunder, (ii) all other applicable federal laws and
regulations, including section 817(h) of the Internal Revenue Code of 1986, as
amended (the "Code"), and all applicable state laws and regulations that VALIC
notifies the SUB-ADVISER are applicable to the investment management of a
Covered Fund; (iii) the Declaration and Bylaws of ▇▇ ▇▇ currently in effect
(collectively, the "Charter Documents"); (iv) the investment objectives,
policies and restrictions stated in each Covered Fund's prospectus and
statement of additional information; and (iv) any applicable procedures
adopted by the ▇▇ ▇▇ Board of Trustees and communicated to the SUB-ADVISER
in writing, shall:
(a) manage the investment and reinvestment of the assets of each Covered
Fund, and conduct an investment evaluation for each Covered Fund, 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 ▇▇ ▇▇ Board of Trustees, of the industries, securities and
other investments 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 in the SUB-ADVISER's
discretion, including any brokers or dealers that may be affiliated with
the SUB-ADVISER to the extent permitted by applicable laws and the rules
and regulations thereunder and any exemptive order currently in effect,
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 in the SUB-ADVISER's discretion, subject to
the SUB-ADVISER's control, direction, and supervision, including any
brokers or dealers that may be affiliated with the SUB-ADVISER to the
extent permitted by applicable laws and the rules and regulations
thereunder and any exemptive order currently in effect.
In selecting brokers or dealers to execute transactions on behalf of a
Covered Fund, the SUB-ADVISER will attempt to obtain best execution. In
seeking to obtain best execution for any transaction, the SUB-ADVISER will
consider factors it deems relevant, including, without limitation, the
breadth of the market in the security, the price of the security, the
financial condition and execution capability of the brokers or dealers
and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. In selecting brokers or dealers to
execute a particular transaction, the SUB-ADVISER is authorized to consider
the "brokerage and research services" (within the meaning of Section 28(e)
of the Securities and Exchange Act of 1934, as amended (the "1934 Act"))
provided to a Covered Fund and/or other accounts over which the SUB-ADVISER
or any of its affiliates exercise discretion ("Client Accounts"). As
permitted by Section 28(e) of the 1934 Act, the SUB-ADVISER may cause a
Covered Fund to pay a broker that provides such brokerage and research
services an amount of disclosed commission for effecting a portfolio
transaction for the Covered Fund in excess of the commission that another
broker may have charged for effecting the same transaction, provided
that the SUB-ADVISER determines in good faith that the amount paid is
reasonable in relation to the services received in terms of the particular
transaction or the overall responsibilities of the SUB-ADVISER to the Covered
Fund and any other Client Accounts. 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 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 services under this
Agreement. Upon receiving written request from VALIC and/or ▇▇ ▇▇, the
SUB-ADVISER will promptly make available to VALIC and ▇▇ ▇▇ copies of all of
the investment records and ledgers relating to a Covered Fund to assist VALIC
and ▇▇ ▇▇ in complying with regulations applicable to the Covered Fund's
securities transactions as required by the 1940 Act, the Advisers Act or any
other applicable law. The SUB-ADVISER will furnish to 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 with jurisdiction over the SUB-ADVISER, VALIC and/or ▇▇ ▇▇ any
information or reports in connection with the SUB-ADVISER's investment
advisory services which may be requested pursuant to such regulator's
authority in order to ascertain whether the operations of a Covered Fund are
being conducted in a manner consistent with applicable laws and regulations.
The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund.
The money and investments will be held by the custodian of the Covered Fund
(the "Custodian"). The SUB-ADVISER will arrange for the transmission to the
Custodian, on a daily basis, such confirmations, trade tickets and/or other
documents as may be necessary to enable the Custodian to perform its
administrative responsibilities with respect to the Covered Fund. The
SUB-ADVISER is authorized and empowered 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
beneficial interests in ▇▇ ▇▇, 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. VALIC authorizes
and empowers the SUB-ADVISER to direct 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 a Covered Fund
and, as agent and attorney-in-fact, to execute for the Covered Fund 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 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.
VALIC will vote all proxies relating to securities held by a Covered Fund.
VALIC will vote all such proxies in accordance with such proxy voting
guidelines and procedures adopted by the ▇▇ ▇▇ Board of Trustees. VALIC
may, on certain non-routine matters, consult with the SUB-ADVISER before
voting proxies relating to securities held by a Covered Fund. VALIC will
instruct the Custodian and other parties providing services to ▇▇ ▇▇
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 (i) directing
the vote of any proxy; (ii) instructing the Custodian or any other party
providing services to ▇▇ ▇▇ to forward to the proxy voting service
copies of any proxies and shareholder communications relating to
securities held by a Covered Fund, or (iii) taking any action
on behalf of a Covered Fund in connection with a class action lawsuit,
settlement proceeding, or other legal proceeding (including, without
limitation, bankruptcies) involving portfolio securities owned by the
Covered Fund.
To the extent that a Covered Fund invests in the securities of an issuer that
provides investors with an opportunity to tender their interests with respect
to such securities, the SUB-ADVISER is authorized and empowered to determine
whether a tender should be made with respect to the Covered Fund's investment
in such securities.
The SUB-ADVISER may aggregate sales or purchase orders placed or received for
a Covered Fund with sales or purchase orders being made generally concurrently
with any other Client Account, provided that in the SUB-ADVISER's reasonable
judgment, including its consideration of various factors (including the selling
or purchase price, brokerage commission and other expenses), such aggregation
is fair and reasonable and consistent with the SUB-ADVISER's fiduciary
obligations to the Covered Fund and such other Client Accounts. 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
SUB-ADVISER's determination of whether such aggregation is fair and reasonable
is subjective and based on the SUB-ADVISER's determination that a Covered Fund
may benefit by relatively better purchase or sales prices, lower commission
expenses and beneficial timing of transactions or a combination of these and
other factors.
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 for or represent VALIC or a Covered Fund other than in
furtherance of the SUB-ADVISER's duties and responsibilities as set forth in
this Agreement.
Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER
shall bear the expense of discharging its responsibilities hereunder and VALIC
shall pay, or arrange for others to pay, all of VALIC's expenses, except that
VALIC shall in all events pay the compensation described in Section 3 of this
Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or
expense of a Covered Fund, such as the cost of any brokerage commissions,
taxes, Blue Sky qualification fees, outside auditing and legal expenses,
custodial fees or other transaction-related fees incurred by or on behalf
of a Covered Fund.
The SUB-ADVISER represents and warrants that in furnishing the services
hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a
Covered Fund or other series of ▇▇ ▇▇, to the extent any other sub-advisers
are engaged by VALIC, or any other sub-advisers to other investments companies
that are controlled by ▇▇ ▇▇, concerning transactions of the Covered Fund 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. 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 a Covered Fund, and will keep confidential any non-public
information obtained directly as a result of its management of Covered Fund
assets, and disclose such non-public information only if VALIC or the ▇▇ ▇▇
Board of Trustees 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 known by
the SUB-ADVISER, or if such disclosure is expressly required or requested by
applicable regulatory authorities or self-regulatory organization (including
the SUB-ADVISER's regulatory examiners) or valid order of a court or other
tribunal 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 without prior approval by VALIC or the Board of Trustees of ▇▇ ▇▇.
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 sub- advisory fee based on each Covered
Fund's average daily net asset value, calculated as described in this Section 3
and in the fee schedule attached hereto as Schedule A. VALIC and the
SUB-ADVISER may agree to amend Schedule A in writing from time to time,
provided that any such amendment is made in conformity with the Charter
Documents and applicable laws and regulations. Any change in Schedule A
pertaining to any new or existing Fund shall not be deemed to affect the
interest of any other Fund and shall not require the approval of shareholders
of any other Fund.
The average daily net asset value shall be determined by taking the mean
average of all of the determinations of net asset value, made in the manner
provided in 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 thirty (30) days
following the end of such month.
If this Agreement is terminated before month-end, the foregoing compensation
shall be prorated.
The payment of sub- 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 ▇▇ ▇▇.
4. Scope of the SUB-ADVISER's Activities
VALIC understands that the SUB-ADVISER and/or its affiliates now act, will
continue to act and may act in the future as investment adviser or sub-adviser
to one or more fiduciary and/or other managed accounts or investment companies.
VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting;
provided that, whenever a Covered Fund and one or more other Client Accounts
have available funds for investment, investments suitable and appropriate for
each fund or account will be allocated in accordance with a methodology
believed by the SUB-ADVISER to be equitable to each entity. VALIC recognizes
that, in some cases, this procedure may adversely affect the price paid or
received by a Covered Fund or 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 services
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 or 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 does not guarantee the future performance of a Covered Fund
or any specific level of performance, the success of any investment decision
or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER's
overall management of the assets of a Covered Fund. Each of VALIC and ▇▇ ▇▇
understand that each investment decision made for a Covered Fund by the
SUB-ADVISER is subject to risk, including 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 a
Covered Fund allocated to its management by VALIC, including by making
investment decisions for the Covered Fund.
The SUB-ADVISER shall not be liable to any of VALIC, ▇▇ ▇▇, the Funds, or any
shareholder in a Fund, and VALIC shall indemnify the SUB-ADVISER for any act
or omission, and against any demand, claim, action, suit, or other proceeding,
in connection with rendering services under this Agreement, or for any losses
sustained in connection with 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.
Nothing in this Agreement shall constitute a waiver or limitation of any rights
which VALIC may have under federal and state securities laws.
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 each 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
seek to take prompt action so that the relevant Covered Fund complies with
such Code diversification provisions, as directed by VALIC.
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 or sub- 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 and,
after filing any annual amendment 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 ▇▇ ▇▇ 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 each Covered Fund 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 each 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 the ▇▇ ▇▇ trustees who are not parties to this Agreement or
interested persons of any such parties, cast in person at a meeting called
for the purpose of voting on such approval, and by a vote of a majority of
the ▇▇ ▇▇ Board of Trustees or a majority of the 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 ▇▇ ▇▇ as it relates
to a Covered Fund. VALIC agrees to give the SUB-ADVISER prompt notice in
the event of termination of the Investment Advisory Agreement. This Agreement
may be terminated as to any Covered Fund at any time, without the payment of
any penalty, by vote of ▇▇ ▇▇ Board of Trustees or by vote of the holders of
a majority of the 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) without payment of any penalty
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; or (ii) if the SUB-ADVISER becomes unable to discharge its
duties and obligations under this Agreement. The SUB-ADVISER, without
payment of any penalty, may terminate this Agreement at any time or preclude
its renewal 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.
7. 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 the
SUB-ADVISER's performance of services under this Agreement, provided
that no such person serves or acts as an investment adviser independent
of the SUB-ADVISER so as to require a new written contract pursuant to the
1940 Act. The compensation of any such person will be paid by the
SUB-ADVISER, and no obligation will be incurred by, or on behalf of, VALIC
or ▇▇ ▇▇ with respect to any such person.
The SUB-ADVISER agrees that all books and records which it maintains for a
Covered Fund are the property of the Covered Fund. The SUB-ADVISER also
agrees upon request of VALIC or ▇▇ ▇▇, 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, or
its or its parent company's policies and procedures relating to the
retention of records. The SUB-ADVISER further agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act the records required
to be maintained by Rule 31a-1 under the 1940 Act.
VALIC has furnished the SUB-ADVISER copies of each Covered Fund's prospectus
and statement of additional information, the Charter Documents, and any
applicable policies and procedures adopted by the ▇▇ ▇▇ Board of Trustees, as
currently in effect, and VALIC also agrees, for so long as this Agreement
remains in effect, to furnish to the SUB-ADVISER copies of any amendments or
supplements thereto, and any new policies and procedures, before or at the
time the amendments, supplements or policies and procedures become effective.
Until VALIC delivers any amendments, supplements or new policies and procedures
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, rely on and act on any notice,
instruction or confirmation given by VALIC on behalf of a 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 notice,
instruction, 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 submit for preapproval to the SUB-ADVISER at its principal
office prior to use thereof, copies of all prospectuses, reports to
shareholders, sales literature, or other material prepared for distribution
to interest holders of the Funds or the public that refer in any way to
the SUB-ADVISER. The SUB-ADVISER agrees to review and respond in writing
with comments or approval within ten (10) business days (or such other
time as may be mutually agreed) after receipt thereof, and if written
approval or comments are not received within such time period then the
use of such documents or materials shall be presumed approved by the
SUB-ADVISER. 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's name and/or logo as soon as
practicable. VALIC shall furnish or otherwise make available to the
SUB-ADVISER such other information relating to the business affairs of
VALIC and ▇▇ ▇▇ as the SUB-ADVISER at any time, or from time to time,
may reasonably request in order to discharge its obligations hereunder.
VALIC agrees to provide to the SUB-ADVISER in writing a list of, and all
relevant details relating to, all custodial accounts containing assets being
managed by the SUB-ADVISER pursuant to this Agreement and shall provide the
SUB-ADVISER with prompt written notice of all changes to such list and
related details.
VALIC agrees to provide the SUB-ADVISER with any further documents, materials
or information that the SUB-ADVISER may reasonably request from time to time,
including such documents, materials or information that the SUB-ADVISER deems
necessary in order to complete any annual due diligence of VALIC, ▇▇ ▇▇ and
each Covered Fund. VALIC shall also provide the SUB-ADVISER with a copy of
its Form ADV Part II, and furnish to the SUB-ADVISER any annual amendment to
its Form ADV promptly after filing such amendment with the SEC.
VALIC agrees that the SUB-ADVISER may use the name of VALIC or ▇▇ ▇▇ in any
material that merely refers in accurate terms to the appointment of the
SUB-ADVISER hereunder.
In addition to the indemnification set forth in Section 4 of this Agreement,
VALIC agrees to indemnify and hold harmless the SUB-ADVISER (and its affiliated
companies and their respective officers, directors and employees) from any
and all claims, losses, liabilities or damages (including reasonable attorneys'
fees and other related expenses) arising out of or in connection with (i) any
failure by VALIC to provide the services or furnish materials required under
the terms of this Agreement, or (ii) 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,
advertisements or sales literature, pertaining to the Funds, except insofar
as any such statement or omission was made in reasonable reliance on
information provided in writing by the SUB-ADVISER or its affiliates.
The SUB-ADVISER shall indemnify and hold harmless VALIC (and its affiliated
companies and their respective officers, directors and employees) from any
and all claims, losses, liabilities or damages (including reasonable
attorneys' fees and other related expenses) arising out of or in connection
with (1) any willful misfeasance, bad faith, gross negligence, or reckless
disregard of obligations or duties of the SUB-ADVISER in performing hereunder;
or (2) any untrue statement of material fact or any omission to state a
material fact required to be stated or necessary to make statements, in
light of the circumstances under which they are made, not misleading in any
registration statement, proxy materials, advertisements or sales literature,
pertaining to a Covered Fund to the extent any such statement or omission was
made in reasonable reliance on information provided in writing by the
SUB-ADVISER to VALIC for the express purpose of inclusion in such materials.
Under no circumstances shall VALIC or the SUB-ADVISER be liable to any
indemnified party for indirect, special or consequential damages, even if
VALIC or the SUB-ADVISER is apprised of the likelihood of such damages.
Promptly after receipt by either VALIC or the SUB-ADVISER (an "Indemnified
Party") under this Section 7 of notice 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; but the omission to notify the
Indemnifying Party will not relieve the Indemnifying Party from any liability
that it may have to the Indemnified Party otherwise than under this section.
In case any such action is brought against any Indemnified Party, and the
Indemnified Party notified the Indemnifying Party of the commencement thereof,
the 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 receiving notice from the 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 the
Indemnifying Party shall not be liable to such Indemnified Party under this
section for any legal or other expenses subsequently incurred by such
Indemnified Party in connection with the defense thereof, other than reasonable
costs of investigation.
A successor by law of the parties to this Agreement shall be entitled to the
benefits of the indemnification contained herein. The indemnification
provisions contained herein shall survive any termination or preclusion of
renewal of this Agreement.
8. 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.
9. 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.
10. Force Majeure
Neither party to this Agreement shall be liable for damages resulting from
delayed or defective performance when such delayed or defective performance
arise out of causes beyond the control and without the fault or negligence
of the offending party and could not have been reasonably prevented by the
offending party through back-up systems and other business continuation and
disaster recovery procedures commonly employed by other SEC-registered
investment advisers that meet reasonable commercial standards in the investment
company industry. Such causes may include, but are not restricted to, Acts
of God or of the public enemy, terrorism, acts of the State in its sovereign
capacity, fires, floods, earthquakes, power failure, disabling strikes,
epidemics, quarantine restrictions and freight embargoes.
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: If to the SUB-ADVISER:
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Attn:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇-▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to: With a copy to:
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇-▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
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: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
NAME: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
ROBECO INVESTMENT MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
Title: Chief Operating Officer and Senior Managing Director
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer and Senior Managing Director
ATTEST: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
NAME: ▇▇▇▇▇ ▇. ▇▇▇▇▇
SCHEDULE A
(Effective December 5, 2011)
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
Mid Cap Value Fund 0.45% on first $100 million;
0.40% on the next $150 million; and
0.35% on assets above $250 million.
