0000950123-09-044800 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 22nd, 2009 • VALIC Co I • New York

This AGREEMENT made this 14th day of September, 2009, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as “VALIC,” and BLACKROCK FINANCIAL MANAGEMENT, INC., hereinafter referred to as the “SUB-ADVISER.”

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AMENDMENT NO. 9 TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 22nd, 2009 • VALIC Co I

This AMENDMENT NO. 9 to the INVESTMENT ADVISORY AGREEMENT (the “Amendment”) is effective as of October 1, 2009, by and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”) and VALIC COMPANY I (“VC I”).

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 22nd, 2009 • VALIC Co I

THIS AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT (the “Amendment”) is effective as of October 1, 2009, by and among The Variable Annuity Life Insurance Company (“VALIC”) and American Century Investment Management Company, Inc. (the “Sub-Adviser”).

MASTER TRANSFER AGENCY and SERVICE AGREEMENT BETWEEN THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AND AIG RETIREMENT COMPANY I AND AIG RETIREMENT COMPANY II
Master Transfer Agency and Service Agreement • September 22nd, 2009 • VALIC Co I

AGREEMENT made as of the 15th day of February, 2009, by and between AIG Retirement Company I, a Maryland corporation and AIG Retirement Company II, a Delaware business trust, each having its principal office and place of business at Houston, Texas (each, the “Fund” and collectively, the “Funds”), and The Variable Annuity Life Insurance Company, a stock life insurance company organized under the Texas Insurance Code, having its principal office and place of business at Houston, Texas (the “Transfer Agent”).

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 22nd, 2009 • VALIC Co I

THIS AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT (the “Amendment”) is effective as of October 1, 2009, by and among The Variable Annuity Life Insurance Company (“VALIC”) and American Century Global Investment Management Company, Inc. (the “Sub-Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 22nd, 2009 • VALIC Co I • New York

This AGREEMENT made this 14th day of September, 2009, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as “VALIC,” and DREMAN VALUE MANAGEMENT, L.L.C., hereinafter referred to as the “SUB-ADVISER.”

SECURITIES LENDING AUTHORIZATION AGREEMENT Between THOSE REGISTERED INVESTMENT COMPANIES LISTED ON SCHEDULE B HERETO, ON BEHALF OF EACH SERIES OF SUCH REGISTERED INVESTMENT COMPANIES, LISTED ON SCHEDULE B and STATE STREET BANK AND TRUST COMPANY
Securities Lending Authorization Agreement • September 22nd, 2009 • VALIC Co I • Massachusetts

This Agreement shall be deemed for all purposes to constitute a separate and discrete agreement between State Street and each Company on behalf of each respective Fund listed on Schedule B to this Agreement as it may be amended by the parties, and no series of shares of the Company shall be responsible or liable for any of the obligations of any other series of the Company under this Agreement or otherwise, notwithstanding anything to the contrary contained herein.

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