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 XXXXXX INVESTMENT
MANAGEMENT, LLC (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 August 3, 2007, 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 XXXXXX
INVESTMENT MANAGEMENT, LLC
By: /S/ XXXXXX XXXXXX
By: /S/ XXXXXXX
X. XXXXXXXX
Name: Xxxxxx Xxxxxx
Name: Xxxxxxx X.
Xxxxxxxx
Title: Senior Vice President
Title: Head of Global
Distribution
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