AMENDMENT NO. 3
TO
INVESTMENT SUB-ADVISORY AGREEMENT
THIS AMENDMENT NO. 3 TO INVESTMENT SUB-ADVISORY AGREEMENT (the "Amendment")
is effective as of January 29, 2007, by and among The Variable Annuity Life
Insurance Company ("VALIC") and Wellington Management Company, LLP (the
"Sub-Adviser").
RECITALS
WHEREAS, VALIC and VALIC Company I ("VC I") (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 August 29, 2001 (the "Agreement"),
and as amended on January 1, 2002 and April 23, 2003, 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 Science & Technology Fund, as one of the
Covered Funds 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 a portion of
the assets of the Science & Technology 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 WELLINGTON MANAGEMENT COMPANY, LLP
INSURANCE COMPANY
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxx
--------------------------------- ------------------------------------
Name: Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx
Title: Senior Vice President Title: Senior Vice President
SCHEDULE A
Effective January 29, 2007
SUBADVISER 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
------------- --------------------------------------
Core Equity Fund 0.325% of the first $50 million
0.250% of the next $450 million
0.200% of the next $1 billion
0.180% on the excess over $1.5 billion
Science & Technology Fund 0.55% of the First $100 million
0.50% of the next $300 million
0.45% on the excess over $400 million
