EX-99.D1.C 3 h28865apexv99wd1wc.txt FORM OF AMEND. #3 TO INVESTMENT ADVISORY AGREEMENT Exhibit d.(1)(c) FORM OF AMENDMENT NO. 3 TO INVESTMENT ADVISORY AGREEMENT This AMENDMENT NO. 3 to the INVESTMENT ADVISORY AGREEMENT (the "Amendment") is effective as of December 5, 2005, by and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY ("VALIC") and VALIC COMPANY I ("VC I"). RECITALS WHEREAS, VALIC and VALIC Company I ("VC I") entered into an Investment Advisory Agreement dated January 1, 2002 (the "Agreement"), with respect to the Covered Funds reflected in Schedule A; and WHEREAS, the parties wish to amend Schedule A to the Agreement to reflect the addition as Covered Funds of the Broad Cap Value Fund, Foreign Value Fund, Global Equity Fund, Global Strategy Fund, Large Cap Appreciation Fund, Large Cap Strategic Growth Fund, Small Cap Aggressive Growth Fund, Small Cap Special Values Fund and Small Cap Strategic Growth Fund (the "New Funds") and to reflect the name change of the Mid Capital Growth Fund to the Mid Cap Strategic Growth Fund; and NOW, THEREFORE, in consideration of the mutual promises set forth herein, VALIC and VC I agree as follows: 1. Schedule A Amendment. Schedule A is amended to reflect the addition of the New Funds as Covered Funds, the advisory fees for the New Funds, and to reflect the name change of the Mid Capital Growth Fund to the Mid Cap Strategic Growth Fund. 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 unamended and shall continue to be in full force and effect. IN WITNESS WHEREOF, the undersigned have executed this Amendment No. __ as of the date first above written. THE VARIABLE ANNUITY LIFE VALIC COMPANY I INSURANCE COMPANY By: By: --------------------------------- ------------------------------------ Name: Name: ------------------------------- ---------------------------------- Title: Title: ------------------------------ --------------------------------- VALIC COMPANY I SCHEDULE A to Investment Advisory Agreement (Effective December 5, 2005) COVERED FUNDS Annual Fee computed at the following annual rate, based on average monthly net assets value and payable monthly: Asset Allocation Fund 0.50% Blue Chip Growth Fund 0.80% Broad Cap Value Fund* 0.70% on the first $250 million 0.65% on the next $250 million 0.60% on the next $500 million 0.55% on assets over $1 billion Capital Conservation Fund 0.50% on first $250 million 0.45% on the next $250 million 0.40% on the next $500 million 0.35% on assets over $1 billion Core Equity Fund 0.80% on first $250 million 0.75% on the next $250 million 0.70% on the next $500 million 0.65% on assets over $1 billion Foreign Value Fund* 0.73% on the first $250 million 0.68% on the next $250 million 0.63% on the next $500 million 0.58% on assets over $1 billion Global Equity Fund* 0.82% on the first $250 million 0.77% on the next $250 million 0.72% on the next $500 million 0.67% over $1 billion Global Strategy Fund* 0.50% Government Securities Fund 0.50% on first $250 million 0.45% on next $250 million 0.40% on the next $500 million 0.35% on assets over $1 billion Growth and Income Fund 0.75% Health Sciences Fund 1.00% on first $500 million 0.95% on assets over $500 million
---------- * To be effective on or about December 5, 2005. Income & Growth Fund 0.77% on the first $250 million 0.72% on the next $250 million 0.67% on the next $500 million 0.62% on assets over $1 billion Inflation Protected Fund 0.50% on the first $250 million 0.45% on the next $250 million 0.40% on assets over $500 million International Equities Fund 0.35% on the first $500 million 0.25% on assets over $500 million International Government Bond 0.50% on the first $250 million Fund 0.45% on the next $250 million 0.40% on the next $500 million 0.35% on assets over $1 billion International Growth I Fund 0.95% on the first $250 million 0.90% on the next $250 million 0.85% on the next $500 million 0.80% on assets over $1 billion Large Cap Core Fund* 0.70% on the first $250 million 0.65% on the next $250 million 0.60% on the next $500 million .055% on assets over $1 billion Large Cap Growth Fund 0.75% Large Cap Strategic Growth Fund* 0.89% on the first $250 million 0.84% on the next $250 million 0.79% on the next $500 million 0.74% on assets over $1 billion Large Capital Growth Fund 0.75% on the first $250 million 0.70% on the next $250 million 0.65% on assets over $500 million Mid Cap Index Fund 0.35% on the first $500 million 0.25% on the next $2.5 billion 0.20% on the next $2 billion 0.15% on assets over $5 billion Mid Cap Strategic Growth Fund 0.70% on the first $250 million 0.65% on the next $250 million 0.60% on assets over $500 million Money Market I Fund 0.40% Nasdaq-100(R) Index Fund 0.40% Science & Technology Fund 0.90% on the first $500 million 0.85% on assets over $500 million
Small Cap Aggressive Growth Fund* 0.85% on the first $250 million 0.75% on assets over $250 million Small Cap Fund 0.90% on the first $250 million 0.85% on the next $250 million 0.80% on the next $500 million 0.75% on assets over $1 billion Small Cap Index Fund 0.35% on the first $500 million 0.25% on the next $2.5 0.20% on the next $3 billion to $5 billion 0.15% on assets over $5 billion Small Cap Special Values Fund* 0.75% on the first $500 million 0.70% on assets over $500 million Small Cap Strategic Growth Fund* 0.85% on the first $250 million 0.75% on assets over $250 million Social Awareness Fund 0.50% Stock Index Fund 0.35% on the first $500 million 0.25% on the next $2.5 billion 0.20% on the next $2 billion 0.15% on assets over $5 billion Value Fund 0.78% on the first $250 million 0.73% on the next $250 million 0.68% on the next $500 million 0.63% on assets over $1 billion