EXHIBIT d.(4)
AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT
This AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT (the "Amendment") is
effective as of June 21, 2004, 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"),
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 Small Cap Fund; and
WHEREAS, the parties wish to amend Section 1 entitled "Services
Rendered and Expenses Paid by the SUB-ADVISER" to include the following as
the last paragraph:
The SUB-ADVISER is hereby prohibited from consulting
with any other sub-adviser of the Covered Fund(s) (or a
portion thereof) or any other sub-adviser to a fund
under common control with the Covered Fund(s) (or a
portion thereof) concerning securities transactions of
the Covered Fund(s) (or a portion thereof) in securities
or other assets.
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.
Covered Fund Fee
Small Cap Fund 0.59%
Sub-Adviser shall manage a portion of Small Cap Fund assets
and shall be compensated as noted above on that portion.
2. Section 1 of the Agreement is amended to include the following
as the last paragraph:
The SUB-ADVISER is hereby prohibited from consulting
with any other sub-adviser of the Covered Fund(s) (or a
portion thereof) or any other sub-adviser to a fund
under common control with the Covered Fund(s) (or a
portion thereof) concerning securities transactions of
the Covered Fund(s) (or a portion thereof) in securities
or other assets.
3. 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.
4. 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 AMERICAN CENTURY INVESTMENT
INSURANCE COMPANY MANAGEMENT, INC.
By: /s/ XXXXXX X. XXXXXX By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxx
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Title: Senior Vice President Title: President
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