AMENDMENT NO. 3 TO THE INVESTMENT SUB-ADVISORY AGREEMENT

Exhibit d.(16)(d)

AMENDMENT NO. 3

TO THE

INVESTMENT SUB-ADVISORY AGREEMENT

This AMENDMENT NO. 3 to the INVESTMENT SUB-ADVISORY AGREEMENT (“Amendment”) is dated as of April 29, 2024, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas life insurer (the “Adviser”), and PINEBRIDGE INVESTMENTS LLC, a Delaware limited liability company (the “Subadviser”).

WITNESSETH:

WHEREAS, VALIC Company I (the “Company”) is an investment company organized under the general corporation laws of Maryland as a series type of investment company issuing separate classes (or series) of stock (each, a “Fund,” and collectively, the “Funds”) and is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Adviser and the Company have entered into an Investment Advisory Agreement dated as of January 1, 2002, as amended (the “Advisory Agreement”), pursuant to which the Adviser has agreed to provide investment management and advisory services to the Company; and

WHEREAS, the Adviser and the Subadviser are parties to an Investment Sub-Advisory Agreement dated March 26, 2010, as amended from time to time (the “Subadvisory Agreement”), pursuant to which the Subadviser furnishes investment advisory services to the Funds listed on Schedule A thereto; and

WHEREAS, the Adviser and the Subadviser wish to amend and restate Schedule A to the Subadvisory Agreement to reduce the fee payable by the Adviser to the Subadviser with respect to the Core Bond Fund; and

WHEREAS, the Board of Directors of the Company, including a majority of the Directors who are not “interested persons” of the Company as defined in Section 2(a)(19) of the 1940 Act, has approved this Amendment and it is not required to be approved by shareholders.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows:

1. Amendment. Schedule A to the Subadvisory Agreement is hereby amended and restated as attached hereto.

2. Notices. All notices required or permitted to be given under Section 10 of the Subadvisory Agreement shall be in writing and shall be addressed to the appropriate party at the address specified below, or such other address as may be specified by such party in writing in accordance with this paragraph, and shall be deemed to have been properly given when delivered or mailed by U.S. certified or registered mail, return receipt requested, postage prepaid, or by reputable courier service:

		If to VALIC:		With a copy to:
		The Variable Annuity Life Insurance Company 0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 00000 Attention: General Counsel Email address: XxxxxxXxxxx@xxx.xxx		SunAmerica Asset Management, LLC 00 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx Xxxx, XX 00000 Attention: General Counsel Email address: XxxxxxXxxxx@xxx.xxx
		If to SUB-ADVISER:		With a copy to:
		PineBridge Investments LLC Park Avenue Tower, 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Client Relations Email Address: xxxx_xxxxxxxxxxxx@xxxxxxxxxx.xxx		PineBridge Investments LLC Park Avenue Tower, 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Legal Department Email Address: Xxxx.Xxxxx@xxxxxxxxxx.xxx

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 Subadvisory Agreement shall remain unchanged and shall continue to be in full force and effect.

5. Miscellaneous. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Subadvisory Agreement. The parties agree that this Amendment and any documents related hereto may be electronically signed. The parties agree that any electronic signatures appearing on this Amendment and any related documents are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.

[Signature Page Follows]

2

IN WITNESS WHEREOF, the parties have caused their respective duly authorized officers to execute this Amendment as of the date first above written.

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By:		/s/ Xxxxxx X. Xxxx
Name:		Xxxxxx X. Xxxx
Title:		Authorized Signatory

PINEBRIDGE INVESTMENTS LLC
By:		/s/ Xxxxxx Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxxx Xxxxx
		Title:		Managing Director, Head of Developed Markets Investment Grade Fixed Income

[Signature Page to Amendment No. 3 to Pinebridge Subadvisory Agreement]