AMENDMENT NO. 1
TO
INVESTMENT SUB-ADVISORY AGREEMENT
THIS AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT (the "Amendment")
is effective as of June 30, 2016, by and between
The Variable Annuity Life Insurance Company ("VALIC") and
Metropolitan West Capital Management, LLC (the "Subadviser").
RECITALS
WHEREAS, VALIC and VALIC Company II ("XX XX") entered into
an Investment Advisory Agreement dated
January 1, 2002; and
WHEREAS, VALIC and the Subadviser are parties to that certain
Investment Sub-Advisory Agreement dated February 8, 2010 (the "Agreement"),
with respect to the Funds listed on Schedule A thereto (the "Subadvisory
Agreement"); and
WHEREAS, the Subadviser will merge with and into its affiliate,
Xxxxx Capital Management Incorporated ("WellsCap"), on or about
July 1, 2016, and pursuant to the terms thereof WellsCap will be the
surviving company; and
WHEREAS, under the circumstances, the merger will not constitute
an assignment of the Subadvisory Agreement for purposes of Section 15(a)(4)
of the Investment Company Act of 1940, as amended; and
WHEREAS, the parties hereto desire to amend the Subadvisory Agreement
to reflect that WellsCap will be the party to the agreement subsequent to
the merger described above.
NOW, THEREFORE, in consideration of the mutual promises set
forth herein, VALIC and the Subadviser agree as follows:
1. References to the Subadviser. All references to
"Metropolitan West Capital Management, LLC," or
any abbreviation thereof, are hereby deleted and replaced
with "Xxxxx Capital Management Incorporated."
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 Subadvisory 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 Subadvisory Agreement.
(Signature page follows)
IN WITNESS WHEREOF, the undersigned have executed this Amendment as
of the date first above written.
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By:
Name: Xxxxxx X. Xxxx
Title: Vice President - Investments
METROPOLITAN WEST CAPITAL MANAGEMENT, LLC
By:
Name: Xxxxxxx Xxxxxx
Title: Operations Manager
Acknowledged By:
XXXXX CAPITAL MANAGEMENT INCORPORATED
By:
Name: Xxxxxxxx Xxxxxxxx
Title: Client Service Manager
