AMENDMENT NO. 7
TO
INVESTMENT SUB-ADVISORY AGREEMENT
THIS AMENDMENT NO. 7 TO INVESTMENT SUB-
ADVISORY AGREEMENT (the ?Amendment?) is dated as of December
19, 2012, by and among THE VARIABLE ANNUITY LIFE INSURANCE
COMPANY (?VALIC?), a Texas Corporation, and SUNAMERICA ASSET
MANAGEMENT CORP. (the ?Sub-Adviser?).
RECITALS
WHEREAS, VALIC and VALIC Company I (?VC 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 January 1,
2002 with respect to the Covered Funds; and
WHEREAS, the parties wish to amend Schedule A to the
Agreement to reflect the addition of the Covered Fund of the
Dynamic Allocation Fund, with respect to the Fund-of-Funds
Component.
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 the assets of Fund-of-
Funds Component the Dynamic Allocation Fund
and shall be compensated on those assets
managed, in accordance with Section 2 of the
Agreement, at the fee rate reflected in Schedule A
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 No. 7 as of the date first above written.
THE VARIABLE ANNUITY LIFE
SUNAMERICA ASSET MANAGEMENT CORP.
INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxxxx By: /s/
Xxxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxxx Name: Xxxxx
X. Xxxxxxx
Title: Senior Vice President Title:
President & Chief Executive Officer
SCHEDULE A
COVERED FUND(S)
Effective December 19, 2012
Annual Fee computed at the following annual rate, based on average daily
net asset value for each month on that portion of the assets managed by
SUB-ADVISER, and payable monthly:
Covered Fund Fee
Dividend Value Fund
0.350% on the first $250 million
0.325% on the next $250 million
0.300% on the next $500 million
0.275% over $1 billion
Dynamic Allocation Fund
0.07% on the first $500 million
0.04% on the next $500 million
0.02%% on assets over $1.0 billion
Government Securities Fund
0.25% on the first $200 million
0.20% on the nest $300 million
0.15% over $500 million
Growth & Income Fund
0.25% on the first $500 million
0.225% over $500 million
Large Capital Growth Fund
0.425% on the first $250 million
0.375% on the next $250 million
0.325% over $500 million
Money Market Fund
0.12%
P:\VC I\Agreements\Sub-Advisory Agreements\SAAMCo\SAAMCo -
Amend 7 to Subadvisory Agmt RE Dynamic
Allocation (12-19-2012).doc
