AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT
THIS AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT (the
“Amendment”) is effective as of
October 11, 2004, by and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”) and AIG GLOBAL
INVESTMENT CORP. (the “Sub-Adviser”).
RECITALS
WHEREAS, VALIC and VALIC Company II (“XX
XX”) (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 January 1, 2002 (the “Agreement”), with respect to the XX XX Covered Funds
with the Sub-Adviser; and
WHEREAS, the parties wish to amend Schedule A
to the Agreement to reflect the addition
as a Covered Fund of the International Small Cap Equity Fund; and
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 the addition of the new Covered Fund set forth below. The revised Schedule A is also attached hereto. |
| Covered Fund | Fee | |||
International Small Cap Equity Fund |
0.50 | % | ||
| Sub-Adviser shall manage the International Small Cap Equity Fund assets and shall be compensated as noted above. | |||
| 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
No. 1 as of the date first
above written.
| THE VARIABLE ANNUITY LIFE INSURANCE COMPANY |
||||
| By: | /s/ XXXXXX XXXXXX | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
| AIG GLOBAL INVESTMENT CORP. |
||||
| By: | /s/ XXXX XXXXXXXXXX | |||
| Name: | Xxxx Xxxxxxxxxx | |||
| Title: | Senior Managing | |||
SCHEDULE A
Effective October 11, 2004
Annual Fee computed at the following annual rate, based on average daily net asset value for each
month and payable monthly:
| Covered Fund | Fee | |
Aggressive Growth Lifestyle Fund |
0.10% | |
Conservative Growth Lifestyle Fund |
0.10% | |
Core Bond Fund |
0.25% on first $200 million | |
| 0.20% on next $300 million | ||
| 0.15% on assets over $500 million | ||
High Yield Bond Fund |
0.45% of first $200 million | |
| 0.35% on next $300 million | ||
| 0.30% over $500 million | ||
International Small Cap Equity Fund |
0.50% | |
Moderate Growth Lifestyle Fund |
0.10% | |
Socially Responsible Fund |
0.125% | |
Strategic Bond Fund |
0.35% of first $200 million | |
| 0.25% on next $300 million | ||
| 0.20% over $500 million |
