AMENDMENT NO. 2
TO
INVESTMENT SUB-ADVISORY AGREEMENT
THIS AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY
AGREEMENT (the "Amendment") is effective as of December 14, 2009, by
and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
("VALIC") and INVESCO AIM CAPITAL MANAGEMENT, INC. (the "SUB-
ADVISER").
RECITALS
WHEREAS, VALIC and VALIC Company II ("XX XX")
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 October 20,
2004 (the "Agreement") with respect to the Covered Funds, as
amended on October 31, 2007; and
WHEREAS, the parties desire to amend the Agreement in
connection with the appointment of an affiliate of the SUB-ADVISER
as the Sub-Sub-Adviser to a Covered Fund; and
WHEREAS, the parties wish to amend Schedule A to the
Agreement to reflect the addition of the International Small Cap Equity
Fund as a Covered Fund; and
NOW, THEREFORE, in consideration of the mutual promises
set forth herein, VALIC and the SUB-ADVISER agree as follows:
1. The first paragraph appearing under Section 6. Other
Matters of the Agreement is hereby deleted in its
entirety and replaced with the following:
SUB-ADVISER may from time to time employ or
associate itself with any person or persons believed
to be particularly fit to assist in its performance of
services under this Agreement, provided no such
person serves or acts as an investment adviser
separate from SUB-ADVISER so as to require a
new written contract pursuant to the 1940 Act.
SUB-ADVISER will act in good faith and with due
diligence in the selection, use and monitoring of
such persons, including affiliates, subsidiaries or
agents. SUB-ADVISER shall remain liable for
SUB-ADVISER"S obligations hereunder and for all
actions of any such affiliates, subsidiaries or agents
to the same extent as SUB-ADVISER is liable for its
own actions hereunder. The compensation of any
such persons will be paid by SUB-ADVISER, and
no obligations will be incurred by, or on behalf of,
VALIC, XX XX or the Covered Fund(s) with respect
to them.
2. Schedule A Amendment. Schedule A to the
Agreement is hereby amended to reflect the addition
of the Covered Fund set forth below. The revised
Schedule A is also attached hereto.
Covered Fund Fee
International Small Cap Equity Fund 0.60%
on the first $100 million
0.50%
on the next $100 million
0.45%
on the next $100 million
0.40%
over $300 million
SUB-ADVISER shall manage a portion of the assets
of the International Small Cap Equity Fund and shall
be compensated on that portion as noted above.
3. 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.
4. 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.
5. 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 INVESCO AIM
CAPITAL MANAGEMENT, INC.
INSURANCE COMPANY
By: /S/ XXXX X. XXXXXXXX By: /S/ P.
XXXXXXXX XXXXX
Name: Xxxx X. Xxxxxxxx Name: P.
Xxxxxxxx Xxxxx
Title: Senior Vice President Title: Vice
President
SCHEDULE A
Effective December 14, 2009
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
International Small Cap Equity Fund 0.60%
on the first $100 million
0.50%
on the next $100 million
0.45%
on the next $100 million
0.40%
over $300 million
Mid Cap Growth Fund 0.55%
on the first $50 million
0.50%
on the next $50 million
0.45%
on the next $150 million
0.40%
on the next $250 million
0.35%
over $500 million
