EX-99.D(3) 3 h20952exv99wdx3y.txt AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT - VALIC AND AIG GLOBAL INVESTMENT CORP. EXHIBIT d(3) AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT THIS AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT (the "Amendment") is effective as of December 20th, 2004, by and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY ("VALIC") and AIG SUNAMERICA ASSET MANAGEMENT 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 Large Capital Growth 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 ------------ --- Inflation Protected Fund
Sub-Adviser shall manage a portion of the Large Capital Growth Fund assets and shall be compensated as noted above on that portion. 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 AIG GLOBAL INVESTMENT CORP. INSURANCE COMPANY By: /s/ Mary L. Cavanaugh By: /s/ Steven Guterman ---------------------------------- --------------------------------- Name: ________________________________ Name: ________________________________ Title:________________________________ Title:________________________________