AMENDMENT NO. 5
TO
INVESTMENT SUB-ADVISORY AGREEMENT
This AMENDMENT NO. 5 TO INVESTMENT SUB-ADVISORY
AGREEMENT is dated as of March 14, 2011, by and between THE
VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas Corporation
(the "Adviser"), and WELLINGTON MANAGEMENT COMPANY, LLP (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 August 29, 2001
(the "Agreement"), and as amended on and as amended on January 1,
2002, April 23, 2003, January 29, 2007 and October 31, 2007, with
respect to the Covered Funds; 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 Value 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 Value 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. 5 as of the date first above written.
VARIABLE ANNUITY LIFE
WELLINGTON MANAGEMENT
INSURANCE COMPANY
COMPANY, LLP
By: /S/ Xxxx Xxxxxxxx By:
/S/ Xxxxxx Xxxxxx
Name: Xxxx Xxxxxxxx Name:
Xxxxxx Xxxxxx
Title: Senior Vice President Title:
Senior Vice President
SCHEDULE A
Effective March 14, 2011
SUBADVISER 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
Science & Technology Fund
0.55% of the first
$100 million
0.50% of the next
$300 million
0.45% on the
excess over $400 million
Value Fund
0.40% on the first
$250 million
0.35% on the next
$250 million
0.30% on the
excess over $500 million
