AMENDMENT NO. 2
TO
INVESTMENT SUB-ADVISORY AGREEMENT
THIS AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY
AGREEMENT (the "Amendment") is dated as of September 16, 2013, by and
among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
("VALIC"), a Texas Corporation, and MASSACHUSETTS FINANCIAL
SERVICES COMPANY (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 June 20, 2005 with respect to the
Covered Funds (the "Agreement"); and
WHEREAS, the parties wish to amend Schedule A to the Agreement to
reflect the addition of the Large Capital Growth Fund as a Covered 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
Large Capital Growth Fund and shall be compensated on those assets
managed, in accordance with Section 2 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. 2 as of the date first above written.
THE VARIABLE ANNUITY LIFE
MASSACHUSETTS FINANCIAL
INSURANCE COMPANY SERVICES
COMPANY
By: /s/ Xxxx X. Xxxxxxxx By: /s/
Xxxxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxxx Name: Xxxxxx
X. Xxxxxxx
Title: Senior Vice President Title:
Chairman and Chief Executive Officer
SCHEDULE A
COVERED FUND(S)
Effective September 16, 2013
Annual Fee computed at the following annual rate, based on average daily net
asset value for each month on that portion of the assets managed by SUB-
ADVISER, and payable monthly:
Covered Fund Fee
International Growth Fund
0.525% on the first $250 million
0.50% on the next $250 million
0.475% on assets over $500 million
Large Capital Growth Fund
0.375% on the first $250 million
0.35% on assets over $250 million
