AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT

Exhibit D(25)(b)

AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT

THIS AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT (the “Amendment”) is dated as of             , 2013, by and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”), a Texas Corporation, and XXXXXXX XXXXX ASSET MANAGEMENT, L.P. (the “Sub-Adviser”).

RECITALS

WHEREAS, VALIC and VALIC Company I (“VC I”) entered into an Investment Advisory Agreement dated January 1, 2002, with respect to the Covered Funds reflected in Schedule A; and

WHEREAS, VALIC and the Sub-Adviser are parties to that certain Investment Sub-Advisory Agreement dated March 10, 2008 with respect to the Covered Funds (the “Agreement”); and

WHEREAS, the parties wish to amend Schedule A to the Agreement to reflect the addition of the Small-Mid Growth Fund as a Covered Fund.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, VALIC and the Sub-Adviser agree as follows:

1. Schedule A Amendment. Schedule A to the Agreement is hereby amended to reflect that the Sub-Adviser will manage the assets of the Small-Mid Growth Fund and shall be compensated on those assets managed, in accordance with Section 3 of the Agreement, at the fee rate reflected in Schedule A attached hereto.

2. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one instrument.

3. Full Force and Effect. Except as expressly supplemented, amended or consented to hereby, all of the representations, warranties, terms, covenants and conditions of the Agreement shall remain unchanged and shall continue to be in full force and effect.

4. Miscellaneous. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as of the date first above written.

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY						XXXXXXX SACHS ASSET MANAGEMENT, L.P.
By:		/s/ Xxx Xxxxxxxx				By:
Name:		Xxx Xxxxxxxx				Name:
Title:		Vice President, General Counsel & Assistant Secretary				Title:

SCHEDULE A

COVERED FUND(S)

Effective             , 2013

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
Global Real Estate Fund (formerly, the Real Estate Fund)		0.55% on the first $250 million
		0.50% on the next $250 million
		0.45% over $500 million
Small-Mid Growth Fund		0.55% on the first $100 million
		0.50% over $100 million