AMENDMENT NO. 4
TO
INVESTMENT SUB-ADVISORY AGREEMENT
This AMENDMENT NO. 4 TO INVESTMENT SUB-
ADVISORY
AGREEMENT is dated as of August 17, 2015, by and
between THE
VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas
Corporation (the Adviser), and X. XXXX PRICE
ASSOCIATES, 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 August 29,
2001, as amended from
time to time (the Sub-Advisory Agreement),
pursuant to which the Sub-
Adviser furnishes investment advisory services to
certain series (the Funds) of
the Corporation, as listed on Schedule A of the
Sub-Advisory Agreement;
WHEREAS, the parties desire to amend the
Sub-Advisory Agreement
to reflect an additional breakpoint to the sub-
advisory fee rate payable to the
Sub-Adviser with respect to the Health Sciences
Fund.
NOW, THEREFORE, in consideration of the
mutual covenants herein
set forth, the parties hereto agree as follows:
1. Schedule A Amendment. Schedule A shall be
replaced in its
entirety with the schedule attached to this
Amendment. This Schedule
A supersedes all prior Schedules A, including any
and all fee waiver
agreements.
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 Sub-
Advisory 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
Sub-Advisory
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 X.
XXXX PRICE ASSOCIATES, INC.
By: /s/ Xxxx Xxxx
By:
/s/ Xxxxxxx Xxxxxxxx
Name: Xxxx Xxxx
Name:
Xxxxxxx Xxxxxxxx
Title: Executive Vice President
Title:
Vice President
SCHEDULE A
COVERED FUNDS
(Effective August 17, 2015)
SUB-ADVISER shall manage all or a portion of the
assets of the
following Funds and shall be compensated on such
assets as follows:
Annual Fee
(based on average daily net asset value for each
month and payable
monthly)
Blue Chip Growth Fund 0.40%
on the first $250 million
0.375%
on the next $250 million
0.35%
on assets above $500 million
Health Sciences Fund*
Assets
up to $750 million:
0.60%
on the first $500
million
0.55%
thereafter
When
assets exceed $750 million:
0.50%
on all assets
Science & Technology Fund 0.60%
on the first $500 million
0.55%
thereafter
Small Cap Fund 0.60%
on the first $500 million
0.55%
thereafter
*For Health Sciences Fund, the Sub-Adviser will
provide the Adviser a
transitional credit to eliminate any discontinuity
between the tiered fee schedule
and the flat 0.50% fee schedule once assets reach
$750 million. The credit will
apply at asset levels between approximately $636
million and $750 million.
To accommodate circumstances where the Health
Sciences Funds assets fall
beneath $750 million, and to prevent a decline in
the Funds assets from causing
an increase in the absolute dollar fee, the Sub-
Adviser will provide a transitional
credit to cushion the impact of reverting to the
original tiered fee schedule. The
credit will be applied against the fees assessed
under the existing fee schedule
and will have the effect of reducing the dollar fee
until assets either (a) exceed
$750 million, when the flat fee would be triggered,
or (b) fall below a threshold
of approximately $636 million, which would trigger
the application of the tiered
fee schedule.
The credit is determined by prorating the
difference between the tiered fee
schedule and the flat 0.50% fee schedule over the
difference between $750
million and the current portfolio size for billing
purposes. The credit would
approach $625,000 annually when the Health Sciences
Funds assets were close
to $750 million and fall to zero at approximately
$636 million.
The annualized transitional adjustment is
determined as follows, and the
appropriate portion thereof (based upon the number
of days in the month) will
be applied as an adjustment to fees assessed:
Current Portfolio Size for Billing Purposes
$636,363,636 x $625,000
$113,636,364
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P:\VC I\Agreements\Sub-Advisory Agreements\X. Xxxx
Price\! Amendment No. 4 to Investment Sub-Advisory
Agreement (X. Xxxx
Price) conformed.doc
