0001193125-23-243715 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 27th, 2023 • VALIC Co I • New York

AGREEMENT made as of the 30th day of April, 2021, by and between MORGAN STANLEY INVESTMENT MANAGEMENT INC., a Delaware corporation (hereinafter referred to as “MSIM”, and MORGAN STANLEY INVESTMENT MANAGEMENT COMPANY, a corporation organized under the laws of Singapore (hereinafter referred to the “Local Manager”).

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 27th, 2023 • VALIC Co I

This AGREEMENT made effective the 28th day of September, 2023, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as “VALIC,” and INVESCO ADVISERS, INC., hereinafter referred to as the “SUB-ADVISER.”

AMENDMENT NO. 12 TO THE INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 27th, 2023 • VALIC Co I

This AMENDMENT NO. 12 to the INVESTMENT SUB-ADVISORY AGREEMENT (“Amendment”) is dated as of September 28, 2023, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas life insurer (“VALIC”), and WELLINGTON MANAGEMENT COMPANY LLP (the “Sub-Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 27th, 2023 • VALIC Co I • Texas

This AGREEMENT made this 29th day of August, 2001, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as “VALIC,” and T. ROWE PRICE ASSOCIATES, INC., hereinafter referred to as the “SUB-ADVISER.”

ADVISORY FEE WAIVER AGREEMENT
Advisory Fee Waiver Agreement • September 27th, 2023 • VALIC Co I

This ADVISORY FEE WAIVER AGREEMENT (“Agreement”) is dated as of September 28, 2023, 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 27th, 2023 • VALIC Co I

This ADVISORY FEE WAIVER AGREEMENT (“Agreement”) is dated as of September 28, 2023, 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 27th, 2023 • VALIC Co I

This AMENDED AND RESTATED ADVISORY FEE WAIVER AGREEMENT (“Agreement”) is dated as of September 28, 2023, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas life insurer (the “Adviser”), and VALIC COMPANY I, a Maryland corporation (the “Company”).

AMENDED AND RESTATED ADVISORY FEE WAIVER AGREEMENT
Advisory Fee Waiver Agreement • September 27th, 2023 • VALIC Co I

This AMENDED AND RESTATED ADVISORY FEE WAIVER AGREEMENT (“Agreement”) is dated as of September 28, 2023, 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. 9 TO THE INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 27th, 2023 • VALIC Co I

This AMENDMENT NO. 9 to the INVESTMENT SUB-ADVISORY AGREEMENT (“Amendment”) is dated as of September 28, 2023, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas life insurer (“VALIC”), and BLACKROCK INVESTMENT MANAGEMENT, LLC, a Delaware limited liability Company (the “Sub-Adviser”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 27th, 2023 • VALIC Co I • Maryland

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made this [ ] day of [ ] by and between (i) VALIC Company I (the “Company”), acting on behalf of itself and each of its portfolio series, whether existing on the date hereof or subsequently established (each, a “Fund” and collectively, the “Funds”) and (ii) the director of the Company whose name is set forth on the signature page (the “Indemnitee”).

AMENDMENT NO. 10 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 27th, 2023 • VALIC Co I

This AMENDMENT NO. 10 to the INVESTMENT SUB-ADVISORY AGREEMENT (the “Amendment”) is dated as of September 28, 2023, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”), a Texas corporation, and SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Sub-Adviser”).

MASTER SUBADVISORY FEE WAIVER AGREEMENT
Master Subadvisory Fee Waiver Agreement • September 27th, 2023 • VALIC Co I • New York

This MASTER SUBADVISORY FEE WAIVER AGREEMENT (“Agreement”) is dated as of September 28, 2023, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas life insurer (the “Adviser”) and SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Subadviser”).

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 27th, 2023 • VALIC Co I

This AMENDMENT to the INVESTMENT ADVISORY AGREEMENT (the “Amendment”) is effective as of October 19, 2004, by and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”) and VALIC COMPANY I (“VC I”).

THIRD AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • September 27th, 2023 • VALIC Co I

This THIRD AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the 28th day of September, 2023, by and between VALIC COMPANY I, a Maryland corporation (the “Fund”), on behalf of each of its series set forth in Exhibit A attached hereto (each, a “Series,” and collectively, the “Series), severally and not jointly, and THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas life insurer (the “Adviser”).

AMENDMENT NO. 18 TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 27th, 2023 • VALIC Co I

This AMENDMENT No. 18 to the INVESTMENT ADVISORY AGREEMENT (the “Amendment”) is effective as of September 28, 2023, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”) and VALIC COMPANY I (“VC I”).

SECOND AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • September 27th, 2023 • VALIC Co I • New York

This SECOND AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is made as of this 28th day of September, 2023, by and between VALIC COMPANY I, a Maryland corporation (the “Fund”), and SUNAMERICA ASSET MANAGEMENT, LLC (the “Administrator”), a Delaware limited liability company.

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