EXHIBIT D(5)(16)
AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT
This AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT (the "Amendment") is
effective as of October 19, 2005, by and among The Variable Annuity Life
Insurance Company ("VALIC") and Wellington Management Company, LLP (the
"Sub-Adviser").
RECITALS
WHEREAS, VALIC and the Sub-Adviser are parties to an Investment
Sub-Advisory Agreement dated January 1, 2002 (the "Agreement"), with
respect to the Covered Fund(s) listed on Schedule A thereto; and
WHEREAS, the parties wish to amend Section 1 entitled "SERVICES
RENDERED AND EXPENSES PAID BY THE SUB-ADVISER" to include the following as
the last paragraph:
The SUB-ADVISER is hereby prohibited from consulting with any
other sub-adviser of the Covered Fund(s) (or a portion
thereof) or any other sub-adviser to a fund under common
control with the Covered Fund(s) (or a portion thereof)
concerning securities transactions of the Covered Fund (s) (or
a portion thereof) in securities or other assets.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, VALIC and the Sub-Adviser agree upon the Amendment as stated
above.
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
Date: __________________________
ATTEST:
/s/ Xxxxxxxx XxXxxxxx
------------------------
WELLINGTON MANAGEMENT COMPANY, LLP
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Senior Vice President
Date: __________________________
ATTEST:
/s/ Xxxxxx Xxxxx
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SCHEDULE A
(Effective October 19, 2005)
SUB-ADVISER shall manage a portion of the Mid Cap Value Fund assets and shall be
compensated as follows on that portion:
Covered Fund Fee
------------ -------------------------------
Mid Cap Value Fund 0.50% of the first $100 million;
0.475% of the next $150 million;
0.45% of the next $250 million;
0.425% of the next $250 million; and
0.40% on the excess over $750 million.
