AMENDMENT NO. 3
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
This AMENDMENT NO. 3 to the
INVESTMENT SUB-ADVISORY AGREEMENT
(Amendment) is dated as of August 8, 2016, by and
between THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY, a Texas life insurer (the
Adviser), and BLACKROCK INVESTMENT
MANAGEMENT, LLC, a Delaware limited liability
company (the Subadviser).
WITNESSETH:
WHEREAS, the Adviser and VALIC Company
I, a Maryland corporation (the Company), have
entered into an Investment Advisory and Management
Agreement dated as of January 1, 2002 (the Advisory
Agreement) pursuant to which the Adviser has agreed
to provide investment management, advisory and
administrative services to the Company; and
WHEREAS, the Company is registered under
the Investment Company Act of 1940, as amended (the
Act), as an open-end management investment
company; and
WHEREAS, the Adviser and the Subadviser are
parties to an Investment Sub-Advisory Agreement dated
March 5, 2007, as amended from time to time (the
Subadvisory Agreement), pursuant to which the
Subadviser furnishes investment advisory services to the
investment series of the Company, as listed on Schedule
A to the Subadvisory Agreement; and
WHEREAS, the Adviser and the Subadviser
wish to amend and restate Schedule A to the
Subadvisory Agreement as attached hereto.
NOW, THEREFORE, the parties hereby agree
as follows:
1. Schedule A to the Subadvisory
Agreement is hereby amended and restated as attached
hereto.
2. 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. Except as expressly supplemented,
amended or consented to hereby, all of the
representations, warranties, terms, covenants, and
conditions of the Subadvisory Agreement shall remain
unchanged and shall continue to be in full force and
effect.
4. Capitalized terms used but not defined
herein shall have the meanings assigned to them in the
Subadvisory Agreement.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties have
caused their respective duly authorized officers to
execute this Amendment as of the date first above
written.
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President - Investments
BLACKROCK INVESTMENT MANAGEMENT,
LLC
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Managing Director
SCHEDULE A
Effective August 8, 2016
SUB-ADVISER shall manage all or a portion of the
assets of the following Covered Fund(s) and shall be
compensated on that portion as follows:
Covered Fund
Fee
Core Equity Fund
0.350% on the first $250 million
0.325% on the next $250 million
0.300% on the next $500 million
0.275% thereafter
Dividend Value Fund
0.325% on the first $250 million
0.300% on the next $250 million
0.275% on the next $500 million
0.250% thereafter
