AMENDMENT NO. 1
TO
INVESTMENT SUB-ADVISORY AGREEMENT
This AMENDMENT NO. 1 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 BLACKROCK INVESTMENT
MANAGEMENT, LLC (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 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
March 5, 2007, 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.
THE VARIABLE ANNUITY LIFE INSURANCE
COMPANY BLACKROCK INVESTMENT
MANAGEMENT, LLC
By: /S/ XXXXXX XXXXXX By: /S/ XXXXXX X. XXXXXXX
Name: Xxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President Title: Managing
Director
