AMENDMENT NO. 2
TO
INVESTMENT SUB-ADVISORY AGREEMENT
THIS AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY
AGREEMENT (the "Amendment") is dated as of June 1, 2010, by and among
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY ("VALIC"), a
Texas Corporation, and XXXXXXXXX INVESTMENT COUNSEL, LLC (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 December 5, 2005,
as amended with respect to the Covered Funds; and
WHEREAS, the parties wish to amend Schedule A to the
Agreement to reflect the revised subadvisory fee schedule of the Global
Strategy 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 the revised
subadvisory fee schedule of the Global Strategy
Fund.
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 XXXXXXXXX
INVESTMENT COUNSEL, LLC
INSURANCE COMPANY
By: /S/ XXXX X. XXXXXXXX By: /S/
XXXX X. XXXXXX
Name: Xxxx X. Xxxxxxxx Name: Xxxx X.
Xxxxxx
Title: Senior Vice President Title: Vice
President & Secretary
SCHEDULE A
COVERED FUND(S)
Effective June 1, 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
Global Strategy Fund*
0.40% on assets up to $500 million
0.36% on assets over $500 million
* With respect to the Global Strategy Fund, the SUB-ADVISER shall be paid a fee
based on the average daily net assets of the Fund, which includes the Fund's
assets managed by the SUB-ADVISER and the Fund's assets managed by Franklin
Advisers, Inc.
