AMENDMENT NO. 3
TO
INVESTMENT SUB-ADVISORY AGREEMENT
THIS AMENDMENT NO. 3 TO INVESTMENT SUB-
ADVISORY AGREEMENT (the "Amendment") is effective as
of January 29, 2007, by and among The Variable Annuity Life
Insurance Company ("VALIC") and Wellington Management
Company, LLP (the "Sub-Adviser").
RECITALS
WHEREAS, VALIC and VALIC Company I ("VC I")
(formerly North American Funds Variable Product Series 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 August
29, 2001 (the "Agreement"), and as amended on January 1, 2002
and April 23, 2003, with respect to the VC I Covered Funds with
the Sub-Adviser as listed on Schedule A thereto; and
WHEREAS, the parties wish to amend Schedule A to the
Agreement to reflect the inclusion of the Science & Technology
Fund, as one of the Covered Funds to be managed by the Sub-
Adviser.
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 a portion of
the assets of the Science & Technology Fund and shall be
compensated on those assets managed, in accordance with Section
2 of the Agreement. The revised Schedule A is also 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 as of the date first above written.
THE VARIABLE ANNUITY LIFE WELLINGTON MANAGEMENT COMPANY, LLP
INSURANCE COMPANY
By: By:
Name: Name:
Title: Title:
SCHEDULE A
Effective January 29, 2007
SUBADVISER shall manage all or a portion of the assets of the
following Covered Fund(s) and shall be compensated on that
portion managed, as follows:
Covered Funds Fee
Core Equity Fund 0.325% of the first $50 million
0.250% of the next $450 million
0.200% of the next $1 billion
0.180% on the excess over $1.5 billion
Science & Technology Fund 0.55% of the First $100 million
0.50% of the next $300 million
0.45% on the excess over $400 million
