AMENDMENT NO. 3
TO
INVESTMENT SUB-ADVISORY AGREEMENT
THIS AMENDMENT NO. 3 TO INVESTMENT SUB-ADVISORY
AGREEMENT (the "Amendment") is effective as of July 24, 2009, by and
among The Variable Annuity Life Insurance Company ("VALIC") and
Wellington Management Company, LLP (the "Sub-Adviser").
RECITALS
WHEREAS, VALIC and VALIC Company II ("XX XX")
(formerly North American Funds Variable Product Series II) 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 (the
"Agreement"), and as amended on October 19, 2005 and October 31,
2007, with respect to the XX XX Covered Fund 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 High Yield Bond Fund, as one
of the Covered Funds to be managed by the Sub-Adviser; and
WHEREAS, pursuant to Section 5 of the Agreement which
provides for an initial term of two years from the date of this
Amendment, with respect to High Yield Bond Fund.
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 the High Yield
Bond 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 INSURANCE WELLINGTON
MANAGEMENT COMPANY, LLP
COMPANY
By: /s/ XXXX X. XXXXXXXX By: /s/
XXXXXXXX X. XXXXXX
Name: Xxxx X. Xxxxxxxx Name: Xxxxxxxx
X. Xxxxxx
Title: Senior Vice President Title: Senior
Vice President
SCHEDULE A
Effective July 24, 2009
SUB-ADVISER 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
Mid Cap Value Fund 0.50% of the first
$100 million;
0.475% of the
next $150 million;
0.45% of the next
$250 million;
0.425% of the
next $250 million; and
0.40% on assets
over $750 million.
High Yield Bond Fund 0.40% of the first
$150 million;
0.35% of the next
$350 million; and
0.30% of the next
$500 million.
