Exhibit d.(21)
FORM OF
AMENDMENT NO. 3
TO
INVESTMENT SUB-ADVISORY AGREEMENT
THIS AMENDMENT NO. 3 TO INVESTMENT SUB-ADVISORY AGREEMENT (the "Amendment")
is effective as of December 5, 2005, by and among THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY ("VALIC") and American Century Investment Management, Inc.
(the "Sub-Adviser").
RECITALS
WHEREAS, VALIC and VALIC Company I ("VC I") (formerly North American
Funds Variable Product Series I) entered into an Investment Advisory
Agreement dated January 1, 2002, with respect to the Covered Funds
reflected in Schedule A; and
WHEREAS, VALIC and the Sub-Adviser are parties to that certain
Investment Sub-Advisory Agreement dated August 29, 2001 (the "Agreement"),
and as amended on June 21, 2004 and June 20, 2005, with respect to the VC I
Covered Funds with the Sub-Adviser; and
WHEREAS, the parties wish to amend Schedule A to the Agreement to
reflect the portion of the assets of the as a Covered Fund of the
International Growth I Fund; and
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, VALIC and the Sub-Adviser agree as follows:
1. Schedule A Amendment. Schedule A to the Agreement is hereby
amended to reflect that the Sub-Adviser will manage the assets of
the Large Cap Strategic Growth Fund and shall be compensated on
those assets managed, in accordance with Section 2 of the
Agreement. The revised Schedule A is also attached hereto.
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 undersigned have executed this Amendment as of the
date first above written.
THE VARIABLE ANNUITY LIFE AMERICAN CENTURY INVESTMENT
INSURANCE COMPANY MANAGEMENT, INC.
By: By:
--------------------------------- ------------------------------------
Name: Name:
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Title: Title:
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SCHEDULE A
Effective December ___, 2005
SUBADVISER shall manage all or a portion of the assets of the following Covered
Fund(s) and shall be compensated on that portion managed, as follows:
Covered Funds Fee
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Income & Growth Fund 0.45% on the first $150 million;
0.40% on the next $150 million; and
0.35% over $300 million.
Large Cap Strategic Growth Fund 0.55% on the first $500 million;
(Name to be changed) 0.50% on the next $500 million;
0.45% on the next $500 million; and
0.40% over $1.5 billion.
Small Cap Fund 0.59%.
