EXHIBIT d(9)
AMENDMENT NO. 1
TO
INVESTMENT SUB-ADVISORY AGREEMENT
THIS AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT (the
"Amendment") is effective as of December 20, 2004, by and among THE VARIABLE
ANNUITY LIFE INSURANCE COMPANY ("VALIC") and AIG GLOBAL INVESTMENT CORP. (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 January 1, 2002 (the "Agreement"),
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 addition as a Covered Fund of the Inflation Protected 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 the addition of the new Covered Fund set
forth below. The revised Schedule A is also attached hereto.
Covered Fund Fee
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Large Capital Growth Fund
Sub-Adviser shall manage the Inflation Protected Fund assets
and shall be compensated as noted above.
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 No. 1 as
of the date first above written.
THE VARIABLE ANNUITY LIFE AIG SUNAMERICA ASSET MANAGEMENT CORP.
INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
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Name: _________________________________ Name: ______________________________
Title:_________________________________ Title:______________________________