AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT
This AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT is dated as of October 31, 2007, by
and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas Corporation (the “Adviser”), and
X.X. XXXXXX INVESTMENT ADVISORS INC. (the “Sub-Adviser”).
W I T N E S S E T H:
WHEREAS, the Adviser and VALIC Company II (the “Corporation”), have entered into an Investment
Advisory Agreement dated as of January 1, 2002, as amended from time to time (the “Advisory
Agreement”), pursuant to which the Adviser has agreed to provide investment management, advisory
and administrative services to the Corporation, and pursuant to which the Adviser may delegate one
or more of its duties to a sub-adviser pursuant to a written sub-advisory agreement; and
WHEREAS, the Adviser and the Sub-Adviser are parties to an Investment Sub-Advisory Agreement
dated January 1, 2002, as amended from time to time (the “Sub-Advisory Agreement”), pursuant to
which the Sub-Adviser furnishes investment advisory services to certain series (the “Funds”) of the
Corporation, as listed on Schedule A of the Sub-Advisory Agreement;
WHEREAS, the parties desire to amend the Sub-Advisory Agreement to comply with the
requirements of rules 17a-10, 10f-3, 12d3-1 and 17e-1 under the Investment Company Act of 1940, as
amended, relating to certain exemptions available for transactions with sub-advisory affiliates;
and
WHEREAS, the Board of Trustees of the Corporation has approved this Amendment to the
Sub-Advisory Agreement and it is not required to be approved by the shareholders of the Funds.
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
1. The following provision is inserted in Section 1 of the Sub-Advisory Agreement:
“The Sub-Adviser also represents and warrants that in furnishing services hereunder,
the Sub-Adviser will not consult with any other sub-adviser of the Funds or other
series of the Corporation, to the extent any other sub-advisers are engaged by the
Adviser, or any other sub-advisers to other investments companies that are under
common control with the Corporation, concerning transactions of the Funds in
securities or other assets, other than for purposes of complying with the conditions
of paragraphs (a) and (b) of rule 12d3-1 under the Act.”
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
Sub-Advisory 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 Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties have caused their respective duly authorized officers to
execute this Agreement as of the date first above written.
| THE VARIABLE ANNUITY LIFE INSURANCE COMPANY | XX XXXXXX INVESTMENT ADVISORS INC. | |||||||||
By:
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/S/ XXXXXX X. XXXXX N | By: | ||||||||
Name:
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Name: | |||||||||
Title:
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Senior Vice President | Title: | ||||||||
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