EX-99.A13 3 h94804ex99-a13.txt ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION EXHIBIT a(13) ARTICLES OF AMENDMENT North American Funds Variable Product Series Company I North American Funds Variable Product Series Company I, a Maryland corporation, registered as an open-end investment company under the Investment Company Act of 1940, as amended, having its principal office in Baltimore City, Maryland (hereinafter called the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Pursuant to authority expressly vested in the Board of Directors of the Corporation by Article V of the Charter of the Corporation, the Board of Directors has approved the change of name of the Corporation from North American Funds Variable Product Series Company I to VALIC Company I, and the change of name of the existing series of the Corporation as follows:
OLD NAME NEW NAME North American - AG Asset Allocation Fund Asset Allocation Fund North American - AG Capital Conservation Fund Capital Conservation Fund North American - AG Government Securities Fund Government Securities Fund North American - AG Growth & Income Fund Growth & Income Fund North American - AG International Equities Fund International Equities Fund North American - AG International Government Bond Fund International Government Bond Fund North American - AG Mid Cap Index Fund Mid Cap Index Fund North American - AG 1 Money Market Fund Money Market I Fund North American - AG Nasdaq-100(R) Index Fund Nasdaq-100(R) Index Fund North American - AG Small Cap Index Fund Small Cap Index Fund North American - AG Social Awareness Fund Social Awareness Fund North American - AG Stock Index Fund Stock Index Fund North American - American Century Income & Growth Fund Income & Growth Fund North American - American Century International Growth Fund International Growth I Fund North American Core Equity Fund Core Equity Fund North American - Founders Large Cap Growth Fund Large Cap Growth Fund North American - Founders/T. Rowe Price Small Cap Fund Small Cap Fund North American - Putnam Opportunities Fund Opportunities Fund North American - T. Rowe Price Blue Chip Growth Fund Blue Chip Growth Fund North American - T. Rowe Price Health Sciences Fund Health Sciences Fund North American - T. Rowe Price Science & Technology Fund Science & Technology Fund
SECOND: The charter is further amended by removing certain paragraphs that are duplicated in the By-Laws of the Corporation or in the registration statement of the Corporation: Article VI, paragraphs (3) through (6) and Article VII, paragraph (1)(c). THIRD: ARTICLE V, Section (1) of the Corporation's Articles of Incorporation currently reads as follows: (1) The total number of shares of stock which the Corporation has authority to issue is twenty-one billion (21,000,000,000) shares of capital stock of the par value of $0.01 each, and of the aggregate par value of two hundred ten million dollars ($210,000,000). These shares shall be issued in the following classes of common stock comprising one billion shares each and bearing the following designations, provided, however, that the Board of Directors may increase or decrease any such number of shares: North American-AG Stock Index Fund 1,000,000,000 North American-AG Small Cap Index Fund 1,000,000,000 North American-AG MidCap Index Fund 1,000,000,000 North American-AG Asset Allocation Fund 1,000,000,000
North American-AG 1 Money Market Fund 1,000,000,000 North American-AG Capital Conservation Fund 1,000,000,000 North American-AG Government Securities Fund 1,000,000,000 North American-AG International Equities Fund 1,000,000,000 North American-AG Social Awareness Fund 1,000,000,000 North American-AG International Government Bond Fund 1,000,000,000 North American-AG Growth & Income Fund 1,000,000,000 North American-AG Nasdaq-100(R) Index Fund 1,000,000,000 North American-American Century Income & Growth Fund 1,000,000,000 North American-American Century International Growth Fund 1,000,000,000 North American Core Equity Fund 1,000,000,000 North American-Founders Large Cap Growth Fund 1,000,000,000 North American-Founders/T. Rowe Price Small Cap Fund 1,000,000,000 North American-Putnam Opportunities Fund 1,000,000,000 North American-T. Rowe Price Blue Chip Growth Fund 1,000,000,000 North American-T. Rowe Price Health Sciences Fund 1,000,000,000 North American-T. Rowe Price Science & Technology Fund 1,000,000,000
The Board of Directors shall have the authority to classify or reclassify and issue authorized stock in such other classes as it may determine, each comprising such number of shares and having such designations, powers, preferences and rights and such qualifications, limitations and restrictions thereof, as may be fixed or determined from time to time by resolution or resolutions providing for the issuance of such stock. The Board of Directors may increase or decrease the number of shares of any class provided that it may not decrease the number of shares of any class below the number of shares thereof then outstanding. FOURTH: ARTICLE V, Section (1) of the Corporation's Articles of Incorporation is amended to read as follows: (1) The total number of shares of stock which the Corporation has authority to issue is twenty-one billion (21,000,000,000) shares of capital stock of the par value of $0.01 each, and of the aggregate par value of two hundred ten million dollars ($210,000,000). These shares shall be issued in the following classes of common stock comprising up to one billion shares each and bearing the following designations, provided, however, that the Board of Directors may increase or decrease any such number of shares: Asset Allocation Fund 1,000,000,000 Blue Chip Growth Fund 750,000,000 Capital Conservation Fund 1,000,000,000 Core Equity Fund 1,000,000,000 Government Securities 1,000,000,000 Growth & Income Fund 1,000,000,000 Health Sciences Fund 750,000,000 Income & Growth Fund 1,000,000,000 International Government Bond Fund 1,000,000,000 International Growth I Fund 1,000,000,000 International Equities Fund 1,000,000,000 Large Cap Growth Fund 1,000,000,000 MidCap Index Fund 1,000,000,000 Money Market I Fund 1,000,000,000 Nasdaq-100(R) Index Fund 1,000,000,000 Opportunities Fund 750,000,000 Science & Technology Fund 1,000,000,000 Small Cap Fund 1,000,000,000 Small Cap Index Fund 1,000,000,000 Social Awareness Fund 1,000,000,000 Stock Index Fund 1,000,000,000 Value Fund 750,000,000
2 The Board of Directors shall have the authority to classify or reclassify and issue authorized stock in such other classes as it may determine, each comprising such number of shares and having such designations, powers, preferences and rights and such qualifications, limitations and restrictions thereof, as may be fixed or determined from time to time by resolution or resolutions providing for the issuance of such stock. The Board of Directors may increase or decrease the number of shares of any class provided that it may not decrease the number of shares of any class below the number of shares thereof then outstanding. FIFTH: The amendments to the charter of the Corporation herein made have been duly approved by vote of a majority of the entire Board of Directors at a meeting duly convened and held on October 23, 2001; at the time of the approval by the Directors, there were no shares of stock of the Corporation entitled to vote on these matters. SIXTH: These Articles of Amendment shall become effective on the 31st day of December 2001. IN WITNESS WHEREOF, VALIC Company I, formerly, North American Funds Variable Product Series Company I, has caused these Articles of Amendment to be signed in its name and on its behalf by its Vice President and Secretary on this 31st day of December, 2001. Under penalties of perjury, the matters and facts set forth herein are true in all material respects. VALIC COMPANY I (formerly, North American Funds Variable Product Series Company I) By: ---------------------------------------- Nori L. Gabert Vice President & Secretary ATTEST: By: ---------------------------------------- Name ---------------------------------------- Title --------------------------------------- Return to: VALIC Company I 2929 Allen Parkway, A36-02 Houston, Texas 77019 3