0001193125-10-215628 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 23rd, 2010 • VALIC Co I • New York

This AGREEMENT made this 9th day of August, 2010, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as “VALIC,” and CENTURY CAPITAL MANAGEMENT, LLC, hereinafter referred to as the “SUB-ADVISER.”

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 23rd, 2010 • VALIC Co I • Texas

This AGREEMENT, effective this 26th day of March, 2010, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as “VALIC,” and PINEBRIDGE INVESTMENTS, LLC, hereinafter referred to as the “SUB-ADVISER.”

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 23rd, 2010 • VALIC Co I

This AGREEMENT made this 27th day of April, 2010, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”), and AMERICAN CENTURY GLOBAL INVESTMENT MANAGEMENT, INC., hereinafter referred to as the “SUB-ADVISER.”

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 23rd, 2010 • VALIC Co I • Texas

This AGREEMENT made as of this 26th day of March, 2010, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as “VALIC,” and SUNAMERICA ASSET MANAGEMENT CORP., hereinafter referred to as the “SUB-ADVISER.”

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • September 23rd, 2010 • VALIC Co I • Texas

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is dated as of the 1st day of April, 2010 (the “Effective Date”), between Evergreen Investment Management Company, LLC (“EIMC”), an indirect, wholly owned subsidiary of Wells Fargo & Company (“Wells Fargo”) and an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), Wells Capital Management Incorporated (“Wells Cap”), also an indirect, wholly owned subsidiary of Wells Fargo and an investment adviser registered under the Advisers Act, and The Variable Annuity Life Insurance Company (“VALIC”), a life insurance company organized under Chapter 3 of the Texas Insurance Code and an investment adviser registered under the Advisers Act.

AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 23rd, 2010 • VALIC Co I

This AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT is dated as of October 31, 2007, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas Corporation (the “Adviser”), and WELLS CAPITAL MANAGEMENT INCORPORATED (the “Sub-Adviser”).

AMENDMENT NO. 5 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 23rd, 2010 • VALIC Co I

THIS AMENDMENT NO. 5 TO INVESTMENT SUB-ADVISORY AGREEMENT (the “Amendment”) is dated as of June 1, 2010, by and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”), a Texas Corporation, and SUNAMERICA ASSET MANAGEMENT CORP. (the “Sub-Adviser”).

AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • September 23rd, 2010 • VALIC Co I • New York

This ADMINISTRATIVE SERVICES AGREEMENT is made as of this 30th day of October, 2007 by and between VALIC COMPANY I, a Maryland corporation (the “Fund”), and AIG SUNAMERICA ASSET MANAGEMENT CORP. (the “Administrator”), a Delaware corporation.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • September 23rd, 2010 • VALIC Co I

This Agreement (hereinafter referred as the “Assignment”) is made effective as of July 16, 2010, by and between American Century Global Investment Management, Inc. (“ACGIM”), American Century Investment Management, Inc. (“ACIM”) and The Variable Annuity Life Insurance Company, a Texas corporation (“VALIC”).

AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 23rd, 2010 • VALIC Co I

THIS AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY AGREEMENT (the “Amendment”) is effective as of June 7, 2010, by and among The Variable Annuity Life Insurance Company (“VALIC”) and BlackRock Investment Management, LLC (the “Sub-Adviser”).

AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 23rd, 2010 • VALIC Co I

This AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY AGREEMENT is dated as of January 26, 2010, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas Corporation (the “Adviser”), and MORGAN STANLEY INVESTMENT MANAGEMENT INC. (the “Sub-Adviser”).

AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 23rd, 2010 • VALIC Co I

This AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY AGREEMENT (the “Amendment”) is effective as of October 19, 2005, by and among The Variable Annuity Life Insurance Company (“VALIC”) and AIG SunAmerica Asset Management Corp. (the “Sub-Adviser”).

AMENDMENT NO. 3 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 23rd, 2010 • VALIC Co I

This AMENDMENT NO. 3 TO INVESTMENT SUB-ADVISORY AGREEMENT is dated as of October 31, 2007, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas Corporation (the “Adviser”), and AIG SUNAMERICA ASSET MANAGEMENT CORP. (the “Sub-Adviser”).

AMENDMENT NO. 4 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 23rd, 2010 • VALIC Co I

THIS AMENDMENT NO. 4 TO INVESTMENT SUB-ADVISORY AGREEMENT (the “Amendment”) is dated as of August 10, 2009, by and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”), a Texas Corporation, and SunAmerica Asset Management Corp. (the “Sub-Adviser”).

AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 23rd, 2010 • VALIC Co I

THIS AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT (the “Amendment”) is dated as of June 1, 2010, by and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”), a Texas Corporation, and Franklin Advisers, Inc. (the “Sub-Adviser”).

AMENDMENT NO. 6 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 23rd, 2010 • VALIC Co I

THIS AMENDMENT NO. 6 TO INVESTMENT SUB-ADVISORY AGREEMENT (the “Amendment”) is dated as of June 7, 2010, by and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”), a Texas Corporation, and SUNAMERICA ASSET MANAGEMENT CORP. (the “Sub-Adviser”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • September 23rd, 2010 • VALIC Co I

This Agreement (hereinafter referred as the “Assignment”) is made effective as of December 31, 2009, by and between Invesco Aim Capital Management, Inc. (“Invesco Aim”), Invesco Institutional (N.A.), Inc. (“Invesco Institutional”) and The Variable Annuity Life Insurance Company, a Texas corporation (“VALIC”).

AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 23rd, 2010 • VALIC Co I

THIS AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY AGREEMENT (the “Amendment”) is dated as of June 1, 2010, by and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”), a Texas Corporation, and TEMPLETON INVESTMENT COUNSEL, LLC (the “Sub-Adviser”).

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