AMENDMENT NO. 3
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
THIS AMENDMENT NO. 3 TO THE INVESTMENT
SUB-ADVISORY AGREEMENT ("Amendment") is dated as of
March 7, 2017, by and among THE VARIABLE ANNUITY
LIFE INSURANCE COMPANY, a Texas life insurer
("VALIC"), and X.X. XXXXXX INVESTMENT
MANAGEMENT INC., a Delaware corporation (the
"Subadviser").
W I T N E S S E T H:
WHEREAS, VALIC and VALIC Company I, a Maryland
corporation ("VC I"), 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 VALIC has
agreed to provide investment management, advisory and
administrative services to VC I, and pursuant to which VALIC
may delegate one or more of its duties to a subadviser pursuant to a
written subadvisory agreement; and
WHEREAS, VALIC and the Subadviser are parties to an
Investment Sub-Advisory Agreement dated as of October 1, 2011,
as amended from time to time (the "Agreement"), pursuant to
which the Subadviser furnishes investment advisory services to
certain series (each, a "Covered Fund," and collectively, the
"Covered Funds") of VC I, as listed on Schedule A of the
Agreement; and
WHEREAS, the Board of Directors of VC I, including a
majority of the Directors who are not "interested persons" of VC I,
as defined in Section 2(a)(19) of the Investment Company Act of
1940, as amended, has approved this Amendment to the
Agreement; and
WHEREAS, VALIC has received an exemptive order from
the U.S. Securities and Exchange Commission that permits
VALIC, subject to certain conditions, to enter into subadvisory
agreements with unaffiliated investment advisers without first
obtaining shareholder approval.
NOW, THEREFORE, it is hereby agreed between the
parties hereto as follows:
1. Amendment. Schedule A to the Agreement, which
is attached hereto and made a part hereof, is hereby amended and
restated to include Small Cap Fund, a series of VC I, by inserting
the following to the end of the fee table:
Small Cap Fund
0.55% on the first $200
million
0.50% thereafter
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 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/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
X.X. XXXXXX INVESTMENT
MANAGEMENT INC.
By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
SCHEDULE A
COVERED FUND(S)
Effective March 7, 2017
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
Emerging Economies Fund
0.50% on the first $150 million;
0.45% on the next $150 million;
and
0.40% on assets over $300 million
Government Securities Fund
0.25% on the first $75 million;
0.20% on the next $75 million;
0.15% on the next $100 million;
and
0.10% on assets over $250 million
Growth & Income Fund
0.25% on the first $500 million;
and
0.225% on assets over $500
million
Small Cap Fund
0.55% on the first $200 million
0.50% thereafter
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