0001193125-16-718577 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 23rd, 2016 • VALIC Co I • New York

This AGREEMENT made this 29th day of July, 2016, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as “VALIC,” and VICTORY CAPITAL MANAGEMENT INC., hereinafter referred to as the “SUB-ADVISER.”

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ADVISORY FEE WAIVER AGREEMENT
Advisory Fee Waiver Agreement • September 23rd, 2016 • VALIC Co I • New York

This ADVISORY FEE WAIVER AGREEMENT (“Agreement”) is dated as of February 1, 2016, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas life insurer (the “Adviser”), and VALIC COMPANY I, a Maryland corporation (the “Company”).

AMENDMENT NO. 3 TO THE INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 23rd, 2016 • VALIC Co I

This AMENDMENT NO. 3 to the INVESTMENT SUB-ADVISORY AGREEMENT (“Amendment”) is dated as of December 7, 2015, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas life insurer (the “Adviser”), and ALLIANZ GLOBAL INVESTORS U.S. LLC (successor in interest to RCM Capital Management LLC), a Delaware limited liability company (the “Subadviser”).

TO: VALIC Company I FROM: The Variable Annuity Life Insurance Company (“VALIC”) RE: Expense Limitations Agreement DATE: August 1-2, 2016
VALIC Co I • September 23rd, 2016

The parties to this Agreement hereby agree and confirm that VALIC agrees to waive its fees and/or reimburse expenses to the extent necessary so that each series’ Total Annual Fund Operating Expenses After Expense Reimbursement (as set forth in its prospectus) do not exceed the amounts shown below.1 The expense limitations shown below are net of any expense reduction realized through the use of directed brokerage commissions and will be in effect from October 1, 2016, through September 30, 2017.

AMENDMENT NO. 3 TO THE INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 23rd, 2016 • VALIC Co I

This AMENDMENT NO. 3 to the INVESTMENT SUB-ADVISORY AGREEMENT (“Amendment”) is dated as of August 8, 2016, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas life insurer (the “Adviser”), and BLACKROCK INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Subadviser”).

AMENDED AND RESTATED ADVISORY FEE WAIVER AGREEMENT
Advisory Fee Waiver Agreement • September 23rd, 2016 • VALIC Co I • New York

This AMENDED AND RESTATED ADVISORY FEE WAIVER AGREEMENT (“Agreement”) is dated as of September 1, 2016, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas life insurer (the “Adviser”), and VALIC COMPANY I, a Maryland corporation (the “Company”).

ADVISORY FEE WAIVER AGREEMENT
Advisory Fee Waiver Agreement • September 23rd, 2016 • VALIC Co I • New York

This ADVISORY FEE WAIVER AGREEMENT (“Agreement”) is dated as of February 1, 2016, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas life insurer (the “Adviser”), and VALIC COMPANY I, a Maryland corporation (the “Company”).

FEE WAIVER AGREEMENT
Fee Waiver Agreement • September 23rd, 2016 • VALIC Co I

This FEE WAIVER AGREEMENT is dated as of June 1, 2016, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas life insurer (the “Adviser”), and VALIC COMPANY I, a Maryland corporation (the “Corporation”).

AMENDMENT NO. 3 TO THE INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 23rd, 2016 • VALIC Co I

This AMENDMENT NO. 3 to the INVESTMENT SUB-ADVISORY AGREEMENT (“Amendment”) is dated as of February 1, 2016, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas life insurer (the “Adviser”), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the “Subadviser”).

AMENDMENT NO. 1 TO THE INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 23rd, 2016 • VALIC Co I

This AMENDMENT NO. 1 to the INVESTMENT SUB-ADVISORY AGREEMENT (“Amendment”) is dated as of February 1, 2016, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas life insurer (the “Adviser”), and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (as successor in interest to American Century Global Investment Management, Inc.), a Delaware corporation (the “Subadviser”).

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