AMENDMENT NO. 5
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
This AMENDMENT NO. 5 to the
INVESTMENT SUB-ADVISORY AGREEMENT
("Amendment") is dated as of June 6, 2017, by and
between THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY, a Texas life insurer (the
"Adviser"), and WELLINGTON MANAGEMENT
COMPANY LLP, a Delaware limited liability
partnership (the "Subadviser").
WITNESSETH:
WHEREAS, the Adviser and VALIC Company
II, a Delaware statutory trust (the "Trust"), have entered
into an Investment Advisory Agreement dated as of
January 1, 2002 (the "Advisory Agreement"), pursuant
to which the Adviser has agreed to provide investment
management, advisory and administrative services to the
Trust; and
WHEREAS, the Trust is registered under the
Investment Company Act of 1940, as amended (the
"Act"), as an open-end management investment
company; and
WHEREAS, the Adviser and the Subadviser are
parties to an Investment Sub-Advisory Agreement dated
January 1, 2002, as amended from time to time (the
"Subadvisory Agreement"), pursuant to which the
Subadviser furnishes investment advisory services to the
investment series of the Trust, as listed on Schedule A to
the Subadvisory Agreement; and
WHEREAS, the Adviser and the Subadviser
wish to amend and restate Schedule A to the
Subadvisory Agreement as attached hereto.
NOW, THEREFORE, the parties hereby agree
as follows:
1. Schedule A to the Subadvisory
Agreement is hereby amended and restated as attached
hereto.
2. 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. Except as expressly supplemented,
amended or consented to hereby, all of the
representations, warranties, terms, covenants, and
conditions of the Subadvisory Agreement shall remain
unchanged and shall continue to be in full force and
effect.
4. Capitalized terms used but not defined
herein shall have the meanings assigned to them in the
Subadvisory Agreement.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties have
caused their respective duly authorized officers to
execute this Amendment as of the date first above
written.
THE VARIABLE
ANNUITY LIFE INSURANCE COMPANY
By:
_____________
___
Name: Xxxxxx X. Xxxx
Title: Vice President
WELLINGTON MANAGEMENT COMPANY LLP
By: ________________
Name: Xxxxxxxx X. Xxxxx
Title: Senior Managing Director
SCHEDULE A
Effective June 6, 2017
SUB-ADVISER shall manage all or a portion of the
assets of the following Covered Fund(s) and shall be
compensated on that portion as follows:
Covered Fund
Fee
Mid Cap Value Fund
0.500% on the first $100
million
0.475% on the next $150
million
0.450% on the next $250
million
0.425% on the next $250
million
0.40% thereafter
High Yield Bond Fund
0.40% on the first $100
million
0.35% on the next $150
million
0.30% thereafter
Mid Cap Growth Fund
0.45% on first $100 million
0.40% on the next $100
million
0.35% thereafter
