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 January 1, 2002, by and among THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY ("VALIC") and XXXXXX INVESTMENT MANAGEMENT, LLC (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"), 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 VC I - Value Fund.
NOW, THEREFORE, in consideration of the mutual promises set
forth herein, VALIC and the Sub-Adviser agree as follows:
1. Schedule A Amendment. Addition of the new Covered
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. 1 as of the date first above written.
THE VARIABLE ANNUITY LIFE XXXXXX INVESTMENT
INSURANCE COMPANY MANAGEMENT, LLC
By By:
----------------------------- -----------------------------
Name: Name:
--------------------------- ---------------------------
Title: Title:
-------------------------- --------------------------
