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EXHIBIT 5.(C)(2)
AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT
THIS AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT (the
"Amendment") is effective as of February 2, 1998, by and among THE VARIABLE
ANNUITY LIFE INSURANCE COMPANY ("VALIC") and BANKERS TRUST COMPANY (the
"Sub-Adviser").
RECITALS
WHEREAS, VALIC and the Sub-Adviser are parties to that certain
Investment Sub-Advisory Agreement dated May 1, 1992 (the "Agreement") with
respect to the Covered Funds with The Sub-Adviser; and
WHEREAS, the parties wish to amend the fee schedule attached to the
Agreement as Schedule A to reflect a change in the amount VALIC pays the
Sub-Adviser, as compensation for the services rendered and expenses paid by the
Sub-Adviser.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, VALIC and the Sub-Adviser agree as follows:
1. Change in Applicable Fee. Schedule A to the Agreement is hereby
deleted in its entirety and replaced with 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 unamended and shall
continue to be in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1
as of the date first above written.
THE VARIABLE ANNUITY LIFE BANKERS TRUST COMPANY
INSURANCE COMPANY
By: /s/ XXXXXX XXXXXX By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxxx Xxxxxx Name: Xxxxx X. Xxxxxxx
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Title: Vice President and Title: Managing Director
Managing Director - Investments ------------------------------
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SCHEDULE A
(Effective February 2, 1998)
(Bankers Trust Company)
Annual Fee computed at the following annual rate, based on average monthly net
asset value and payable monthly:
MidCap Index Fund.................
Stock Index Fund..................
Small Cap Index Fund..............
