AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY
AGREEMENT
THIS AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY
AGREEMENT (the "Amendment") is effective as of November 14, 2011, by
and among The Variable Annuity Life Insurance Company ("VALIC") and X.X.
Xxxxxx Investment Management Inc. (the "Sub-Adviser").
RECITALS
WHEREAS, VALIC and VALIC Company I ("VC 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 October 1, 2011
(the "Agreement"), with respect to the Covered Funds; and
WHEREAS, pursuant to Section 6 of the Agreement which
provides for an initial term of two years from the date of this
Amendment, with respect to Government Securities Fund.
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 Government
Securities Fund and shall be compensated on those
assets managed, in accordance with Section 3 of the
Agreement, at the fee rate reflected in Schedule A
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 No. 1 as of the date first above written.
THE VARIABLE ANNUITY LIFE X.X. XXXXXX
INVESTMENT
INSURANCE COMPANY
MANAGEMENT INC.
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxx Brands
Name: Xxxx X. Xxxxxxxx Name: Xxx Brands
Title: Senior Vice President Title: Vice President
SCHEDULE A
Effective November 14, 2011
SUB-ADVISER shall manage all or a portion of the assets of the following
Covered Fund(s) and shall be compensated on that portion managed, as follows:
Covered Funds Fee
Emerging Economies Fund 0.50% on the first $150 million;
0.45% on the next $150 million; and
0.40% on assetsover $300 million
Government Securities Fund 0.25% on the first $75 million;
0.20% on the next $75 million;
0.15% on the next $100 million; and
0.10% on assets over $250 million
Amend No. 1 to JPMIM Sub-Adv Agmt re Govt Sec (11.14.2011).doc
