AMENDMENT NO. 2
TO
INVESTMENT SUB-ADVISORY AGREEMENT
This AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY
AGREEMENT is dated as of February 8, 2010, by and between THE
VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas
Corporation (the "Adviser"), and SUNAMERICA ASSET MANAGEMENT
CORP. (the "Sub-Adviser").
W I T N E S S E T H:
WHEREAS, VALIC and VALIC Company II ("XX XX")
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 Small Cap Value Fund as a
Covered Fund; and
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 the addition
of the Small Cap Value Fund as a Covered Fund.
The revised Schedule A is attached hereto. The Sub-
Adviser shall manage a portion of the Covered Funds
and shall be compensated as reflected in Schedule A.
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. 2 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
Effective February 8, 2010
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
Money Market II Fund 0.075%
Small Cap Value Fund 0.50% on first $50 million
0.40% over $50 million
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