0001193125-12-503546 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 14th, 2012 • VALIC Co I • New York

This AGREEMENT made this day of December 2012, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as “VALIC,” and ALLIANCE BERNSTEIN L.P., hereinafter referred to as the “SUB-ADVISER.”

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VALIC COMPANY I
Agency and Service Agreement • December 14th, 2012 • VALIC Co I

In accordance with Article 11 of the Master Transfer Agency and Service Agreement, (the “Agreement”), dated as of February 15, 2009, by and between and The Variable Annuity Life Insurance Company, VC I hereby requests that your bank act as Transfer Agent for the Fund under the terms of the Agreement. In connection with such request, attached is a revised Appendix A to the Agreement, dated as of the date hereof, reflecting the addition of the Fund.

AMENDMENT NO. 7 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 14th, 2012 • VALIC Co I

THIS AMENDMENT NO. 7 TO INVESTMENT SUB-ADVISORY AGREEMENT (the “Amendment”) is dated as of December __, 2012, by and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”), a Texas Corporation, and SUNAMERICA ASSET MANAGEMENT CORP. (the “Sub-Adviser”).

AMENDMENT NO. 14 TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 14th, 2012 • VALIC Co I

This AMENDMENT NO. 14 to the INVESTMENT ADVISORY AGREEMENT (the “Amendment”) is effective as of December __, 2012, by and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”) and VALIC COMPANY I (“VC I”).

VALIC COMPANY I
Master Custodian Agreement • December 14th, 2012 • VALIC Co I

In accordance with Section 21 of the Master Custodian Agreement, dated as of January 18, 2006, by and between each registered investment company party thereto, including VC I, and State Street Bank and Trust Company, VC I hereby requests that your bank act as Custodian for the Fund under the terms of the Master Custodian Agreement. In connection with such request, attached is a revised Appendix A to the Master Custodian Agreement, dated as of the date hereof, reflecting the addition of the Fund.

VALIC COMPANY I
VALIC Co I • December 14th, 2012

In accordance with Article 9 of the Amended and Restated Administrative Services Agreement, dated as of October 30, 2007, by and between each registered investment company party thereto, including VC I, and SunAmerica Asset Management Corp., VC I hereby requests that you act as Administrator for the Fund under the terms of the Amended and Restated Administrative Services Agreement. In connection with such request, attached is a revised Schedule I to the Amended and Restated Administrative Services Agreement, dated as of the date hereof, reflecting the addition of the Fund.

FORM OF EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 14th, 2012 • VALIC Co I

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the day of December, 2012 by and between VALIC Company I, a Maryland Corporation (“VC I”) on behalf of the Dynamic Allocation Fund (the “Fund”), and The Variable Annuity Life Insurance Company, a Texas corporation (the “Adviser”).

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