AMENDMENT NO. 2
TO
INVESTMENT SUB-ADVISORY AGREEMENT
THIS AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY
AGREEMENT (the "Amendment") is effective as of March 14, 2011, by and
among The Variable Annuity Life Insurance Company ("VALIC") and
RCM Capital Management LLC (the "Sub-Adviser").
RECITALS
WHEREAS, VALIC and VALIC Company I ("VC I")
(formerly North American Funds Variable Product Series 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 September 19, 2005
(the "Agreement"), and as amended on October 31, 2007, with respect
to the VC I Covered Funds with the Sub-Adviser, as listed on Schedule
A thereto; and
WHEREAS, the parties wish to amend Schedule A to the
Agreement to reflect the inclusion of the Mid Cap Strategic Growth
Fund, as a Covered Fund to be managed by the Sub-Adviser.
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 a portion of the assets of the
Mid Cap Strategic Growth Fund and shall be
compensated on those assets managed, in accordance
with Section 2 of the Agreement. The revised
Schedule A is also 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 as of the date first above written.
THE VARIABLE ANNUITY LIFE RCM CAPITAL
MANAGEMENT LLC
INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxx Xxxxxxxx
Name: Xxxx X. Xxxxxxxx Name: Xxxxx Xxxxxxxx
Title: Senior Vice President Title: Chief Investment Officer
SCHEDULE A
Effective March 14, 2011
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
Mid Cap Strategic Growth Fund
0.45 % on the first $250 million;
0.40 % on the next $250 million; and
0.30 % on assets over $500 million.
Science & Technology Fund
0.65 % on the first $250 million;
0.60 % on the next $250 million; and
0.55 % on assets over $500 million.
