AMENDMENT NO. 1
TO
INVESTMENT SUB-ADVISORY AGREEMENT
This AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT is
dated as of October 31, 2007, by and between THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY, a Texas Corporation (the "Adviser"), and XXXXX CAPITAL
MANAGEMENT INCORPORATED (the "Sub-Adviser").
W I T N E S S E T H:
WHEREAS, the Adviser and VALIC Company I (the "Corporation"), have
entered into an Investment Advisory Agreement dated as of January 1, 2002, as
amended from time to time (the "Advisory Agreement"), pursuant to which the
Adviser has agreed to provide investment management, advisory and
administrative services to the Corporation, and pursuant to which the
Adviser may delegate one or more of its duties to a sub-adviser pursuant to
a written sub-advisory agreement; and
WHEREAS, the Adviser and the Sub-Adviser are parties to an Investment
Sub-Advisory Agreement dated November 6, 2006, as amended from time to time
(the "Sub-Advisory Agreement"), pursuant to which the Sub-Adviser furnishes
investment advisory services to certain series (the "Funds") of the
Corporation, as listed on Schedule A of the Sub-Advisory Agreement;
WHEREAS, the parties desire to amend the Sub-Advisory Agreement to
comply with the requirements of rules 17a-10, 10f-3, 12d3-1 and 17e-1 under
the Investment Company Act of 1940, as amended, relating to certain exemptions
available for transactions with sub-advisory affiliates; and
WHEREAS, the Board of Directors of the Corporation has approved this
Amendment to the Sub-Advisory Agreement and it is not required to be approved
by the shareholders of the Funds.
NOW, THEREFORE, it is hereby agreed between the parties hereto as
follows:
1. The following provision is inserted in Section 1 of the Sub-Advisory
Agreement:
"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
Funds or other series of the Corporation, to the extent any other sub-advisers
are engaged by the Adviser, or any other sub-advisers to other investments
companies that are under common control with the Corporation, concerning
transactions of the Funds 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 Act."
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 Sub-Advisory 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 Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties have caused their respective duly
authorized officers to execute this Agreement as of the date first above
written.
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY XXXXX CAPITAL MANAGEMENT
INCORPORATED
By: /S/ XXXXXX XXXXXX By: /S/ XXXX XXXXXX
Name: Xxxxxx Xxxxxx Name: Xxxx Xxxxxx
Title: Senior Vice President Title: Client Service Manager
