AMENDMENT NO. 2
TO
INVESTMENT SUB-ADVISORY AGREEMENT
This AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY
AGREEMENT is dated as of January 26, 2010, by and between THE
VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas
Corporation (the "Adviser"), and XXXXXX XXXXXXX INVESTMENT
MANAGEMENT INC. (the "Sub-Adviser").
W I T N E S S E T H:
WHEREAS, the Adviser and VALIC Company I (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 December 20, 2004, as amended
from time to time (the "Sub-Advisory Agreement"), pursuant to which the Sub-
Adviser furnishes investment advisory services to the Mid Cap Strategic Growth
Fund (the "Fund"), of the Corporation, as listed on Schedule A of the Sub-
Advisory Agreement; and
WHEREAS, the Sub-Adviser has entered into a transaction agreement
with Invesco, Ltd. to sell its Xxx Xxxxxx retail asset management business and
portions of the Sub-Adviser"s retail asset management business to Invesco, Ltd.
(the "Transaction"); and
WHEREAS, the Fund will continue to be sub-advised by the Sub-
Adviser post the Transaction; and
WHEREAS, the parties desire to amend the Sub-Advisory Agreement
to reflect the deletion of the reference to "d/b/a XXX XXXXXX"; and
WHEREAS, the Board of Directors 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 Fund.
NOW, THEREFORE, it is hereby agreed between the parties hereto
that the reference to "d/b/a XXX XXXXXX" in the Sub-Advisory Agreement be
deleted effective upon the close of the Transaction.
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
By: /S/ XXXX X. XXXXXXXX
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
By: /S/ XXXXX XXXXXX
Name: Xxxxx Xxxxxx
Title: Managing Director
