AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY AGREEMENT
THIS AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY AGREEMENT (the
"Amendment") is effective as of December 5, 2011, by and among The
Variable Annuity Life Insurance Company ("VALIC") and The Boston Company
Asset Management LLC (the "Sub-Adviser").
RECITALS
WHEREAS, VALIC and VALIC Company II ("XX XX") (formerly North
American Funds Variable Product Series II) 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 June 7, 2010 (the "Agreement"),
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 Capital Appreciation 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 the assets of the
Capital Appreciation 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 THE BOSTON COMPANY ASSET
INSURANCE COMPANY MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxx Xxxxxxx
Name: Xxxx X. Xxxxxxxx Name: /s/ Xxxx Xxxxxxx
Title: Senior Vice President Title: Chairman, Chief Executive Officer
and Chief Financial Officer
SCHEDULE A
Effective December 5, 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
Large Cap Value Fund 0.250% on the first $250 million
0.225% on the next $250 million
0.200% on over $500 million
Capital Appreciation Fund 0.30% on the first $100 million
0.25% on over $100 million
