AMENDMENT NO. 2
TO
INVESTMENT SUB-ADVISORY AGREEMENT
This AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY
AGREEMENT is dated as of October 31, 2007, by and between THE
VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas
Corporation (the "Adviser"), and AIG GLOBAL INVESTMENT CORP. (the
"Sub-Adviser").
W I T N E S S E T H:
WHEREAS, the Adviser and VALIC Company I (the "Corporation"),
have entered into an Investment Advisory Agreement dated as of January 1,
2002, as amended from time to time (the "Advisory Agreement"), pursuant to
which the Adviser has agreed to provide investment management, advisory and
administrative services to the Corporation, and pursuant to it which the
Adviser may delegate one or more of its duties to a sub-adviser pursuant to
a written sub-advisory agreement; and
WHEREAS, the Adviser and the Sub-Adviser are parties to an
Investment Sub-Advisory Agreement dated January 1, 2002, as amended from
time to time (the "Sub-Advisory Agreement"), pursuant to which the Sub-
Adviser furnishes investment advisory services to certain series
(the "Funds") of the Corporation, as listed on Schedule A of the
Sub-Advisory Agreement;
WHEREAS, the parties desire to amend the Sub-Advisory Agreement
to comply with the requirements of rules 17a-10, 10f-3, 12d3-1 and 17e-1 under
the Investment Company Act of 1940, as amended, relating to certain
exemptions available for transactions with sub-advisory affiliates; and
WHEREAS, the Board of Directors of the Corporation has approved
this Amendment to the Sub-Advisory Agreement and it is not required to be
approved by the shareholders of the Funds.
NOW, THEREFORE, it is hereby agreed between the parties hereto as
follows:
1. The following provision is inserted in Section 1 of the Sub-
Advisory Agreement:
"The Sub-Adviser also represents and warrants that in
furnishing services hereunder, the Sub-Adviser will not consult
with any other sub-adviser of the Funds or other series of the
Corporation, to the extent any other sub-advisers are engaged
by the Adviser, or any other sub-advisers to other investments
companies that are under common control with the
Corporation, concerning transactions of the Funds in securities
or other assets, other than for purposes of complying with the
conditions of paragraphs (a) and (b) of rule 12d3-1 under the
Act."
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 Sub-Advisory 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 Sub-Advisory
Agreement.
IN WITNESS WHEREOF, the parties have caused their respective
duly authorized officers to execute this Agreement as of the date first above
written.
VARIABLE ANNUITY LIFE INSURANCE COMPANY AIG
GLOBAL INVESTMENT CORP.
By: /S/ XXXXXX X. XXXXXX By: /S/ XXXX XXXXXXXXXX
Name: Xxxxxx Xxxxxx Name: Xxxx Xxxxxxxxxx
Title: Senior Vice President Title: Senior Managing Director
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