Exhibit d.(1)(b)
FORM OF AMENDMENT NO. 2 TO INVESTMENT ADVISORY AGREEMENT
This AMENDMENT NO. 2 to the INVESTMENT ADVISORY AGREEMENT (the "Amendment")
is effective as of October 1, 2005, by and among THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY ("VALIC") and VALIC COMPANY I ("VC I").
RECITALS
WHEREAS, VALIC and VALIC Company I ("VC I") entered into an Investment
Advisory Agreement dated January 1, 2002 (the "Agreement"), with respect to
the Covered Funds reflected in Schedule A; and
WHEREAS, VALIC and VC I entered into the Amendment No. 1 to the
Agreement on October 19, 2004; and
WHEREAS, the parties wish to amend Schedule A to the Agreement to
reflect a revision to the investment advisory fee schedule for the Capital
Conservation Fund, Core Equity Fund, Government Securities Fund, Health
Sciences Fund, Income & Growth Fund, International Government Bond Fund,
International Growth I Fund, Large Cap Growth Fund, Mid Cap Index Fund,
Money Market I Fund, Science & Technology Fund, Small Cap Fund, Small Cap
Index Fund, Stock Index Fund and the Value Fund (the "Funds"); and
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, VALIC and VC I agree as follows:
1. Schedule A Amendment. Schedule A is amended to reflect the
advisory fees.
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
unamended and shall continue to be in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2
as of the date first above written.
THE VARIABLE ANNUITY LIFE VALIC COMPANY I
INSURANCE COMPANY
By: By:
--------------------------------- ------------------------------------
Name: Name:
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Title: Title:
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VALIC COMPANY I
SCHEDULE A
to Investment Advisory Agreement
(Effective October 1, 2005)
COVERED FUNDS
Annual Fee computed at the following annual rate, based on average monthly net
assets value and payable monthly:
Asset Allocation Fund 0.50%
Blue Chip Growth Fund 0.80%
Broad Cap Value Fund* 0.70% on the first $250 million
0.65% on the next $250 million
0.60% on the next $500 million
0.55% on assets over $1 billion
Capital Conservation Fund 0.50% on first $250 million
0.45% on the next $250 million
0.40% on the next $500 million
0.35% on assets over $1 billion
Core Equity Fund 0.80% on first $250 million
0.75% on the next $250 million
0.70% on the next $500 million
0.65% on assets over $1 billion
Foreign Value Fund* 0.73% on the first $250 million
0.68% on the next $250 million
0.63% on the next $500 million
0.58% on assets over $1 billion
Global Equity Fund* 0.82% on the first $250 million
0.77% on the next $250 million
0.72% on the next $500 million
0.67% over $1 billion
Global Strategy Fund* 0.50%
Government Securities Fund 0.50% on first $250 million
0.45% on next $250 million
0.40% on the next $500 million
0.35% on assets over $1 billion
Growth and Income Fund 0.75%
Health Sciences Fund 1.00% on first $500 million
0.95% on assets over $500 million
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* To be effective on or about December 5, 2005.
Income & Growth Fund 0.77% on the first $250 million
0.72% on the next $250 million
0.67% on the next $500 million
0.62% on assets over $1 billion
Inflation Protected Fund 0.50% on the first $250 million
0.45% on the next $250 million
0.40% on assets over $500 million
International Equities Fund 0.35% on the first $500 million
0.25% on assets over $500 million
International Government Bond 0.50% on the first $250 million
Fund 0.45% on the next $250 million
0.40% on the next $500 million
0.35% on assets over $1 billion
International Growth I Fund 0.95% on the first $250 million
0.90% on the next $250 million
0.85% on the next $500 million
0.80% on assets over $1 billion
Large Cap Core Fund* 0.70% on the first $250 million
0.65% on the next $250 million
0.60% on the next $500 million
.055% on assets over $1 billion
Large Cap Growth Fund 0.75%
Large Cap Strategic Growth Fund* 0.89% on the first $250 million
0.84% on the next $250 million
0.79% on the next $500 million
0.74% on assets over $1 billion
Large Capital Growth Fund 0.75% on the first $250 million
0.70% on the next $250 million
0.65% on assets over $500 million
Mid Cap Index Fund 0.35% on the first $500 million
0.25% on the next $2.5 billion
0.20% on the next $2 billion
0.15% on assets over $5 billion
Mid Cap Strategic Growth Fund 0.70% on the first $250 million
0.65% on the next $250 million
0.60% on assets over $500 million
Money Market I Fund 0.40%
Nasdaq-100(R) Index Fund 0.40%
Science & Technology Fund 0.90% on the first $500 million
0.85% on assets over $500 million
Small Cap Aggressive Growth Fund* 0.85% on the first $250 million
0.75% on assets over $250 million
Small Cap Fund 0.90% on the first $250 million
0.85% on the next $250 million
0.80% on the next $500 million
0.75% on assets over $1 billion
Small Cap Index Fund 0.35% on the first $500 million
0.25% on the next $2.5
0.20% on the next $3 billion to $5 billion
0.15% on assets over $5 billion
Small Cap Special Values Fund* 0.75% on the first $500 million
0.70% on assets over $500 million
Small Cap Strategic Growth Fund* 0.85% on the first $250 million
0.75% on assets over $250 million
Social Awareness Fund 0.50%
Stock Index Fund 0.35% on the first $500 million
0.25% on the next $2.5 billion
0.20% on the next $2 billion
0.15% on assets over $5 billion
Value Fund 0.78% on the first $250 million
0.73% on the next $250 million
0.68% on the next $500 million
0.63% on assets over $1 billion
