Common use of SCOPE OF THE SUB-ADVISER'S ACTIVITIES Clause in Contracts

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or other managed accounts or investment companies. VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; provided that, whenever a Covered Fund and one or more other Client Accounts have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered Fund. In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the Funds, or any shareholder in a Fund, and VALIC shall indemnify the SUB-ADVISER for any act or omission, and against any demand, claim, action, suit, or other proceeding, in connection with rendering services under this Agreement, or for any losses sustained in connection with matters to which this Agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing in this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities laws. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each Covered Fund is in compliance with Subchapter M of the Code and section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund complies with such Code diversification provisions, as directed by VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a Covered Fund and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER’s allocation policy. The SUB-ADVISER similarly agrees to be equitable allocate opportunities to each entitysell securities. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered Fund. In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the FundsVC I, or to any shareholder in a Covered Fund, and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing ADVISER in performing its duties under this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities lawsAgreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each a Covered Fund is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund Funds complies with such Code diversification provisions, as directed by VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a Covered Fund Fund(s) and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities on an equitable basis. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered FundFund(s). In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the FundsVC I, or to any shareholder in a Fundthe Covered Fund(s), and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISERADVISER in performing its duties under this Agreement. Nothing in The provisions of this Agreement paragraph shall constitute a waiver or limitation survive the termination of any rights which VALIC may have under federal and state securities lawsthe Agreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund Fund(s) is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund complies with such Code diversification provisions, as directed by VALIC. VALIC acknowledges that the SUB-ADVISER shall rely completely upon VALIC’s determination of whether and to what extent each Covered Fund(s) is in compliance with Subchapter M and Section 817(h) of the Code and that the SUB-ADVISER has no separate and independent responsibility to test for such compliance. The SUB-ADVISER does not guarantee the future performance of the Covered Fund(s) or any specific level of performance, the success of any investment decision or strategy that SUB-ADVISER may use, or the success of SUB-ADVISER’s overall management of the Covered Fund(s). VALIC and VC I understand that investment decisions made for the Covered Fund(s) by the SUB-ADVISER are subject to various market, currency, economic, political and business risks and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of the Covered Fund(s) allocated to its management by VALIC and in making investment decisions for the Covered Fund(s).

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a Covered Fund Fund(s) and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities on an equitable basis. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered FundFund(s). In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XXVC I, the Covered Funds, or to any shareholder in a Fundthe Covered Fund(s), and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISERADVISER in performing its duties under this Agreement. Nothing in The provisions of this Agreement paragraph shall constitute a waiver or limitation survive the termination of any rights which VALIC may have under federal and state securities lawsthe Agreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund Fund(s) is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund complies with such Code diversification provisions, as directed by VALIC. VALIC acknowledges that the SUB-ADVISER shall rely completely upon VALIC’s determination of whether and to what extent each Covered Fund(s) is in compliance with Subchapter M and Section 817(h) of the Code and that the SUB-ADVISER has no separate and independent responsibility to test for such compliance. The SUB-ADVISER does not guarantee the future performance of the Covered Fund(s) or any specific level of performance, the success of any investment decision or strategy that SUB-ADVISER may use, or the success of SUB-ADVISER’s overall management of the Covered Fund(s). VALIC and VC I understand that investment decisions made for the Covered Fund(s) by the SUB-ADVISER are subject to various market, currency, economic, political and business risks and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of the Covered Fund(s) allocated to its management by VALIC and in making investment decisions for the Covered Fund(s).

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment companies. adviser to other investment companies (including other accounts and investment companies following the same investment strategy as the Covered Fund(s) ), and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a Covered Fund Fund(s) and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities on an equitable basis. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered FundFund(s). In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the Funds, or any shareholder in a Fund, and VALIC shall indemnify the SUB-ADVISER for any act or omission, and against any demand, claim, action, suit, or other proceeding, in connection with rendering services under this Agreement, or for any losses sustained in connection with matters to which this Agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing in this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities laws. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund Fund(s) is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund complies with such Code diversification provisions, as directed by VALIC. VALIC acknowledges that the SUB-ADVISER shall rely completely upon VALIC’s determination of whether and to what extent each Covered Fund(s) is in compliance with Subchapter M and Section 817(h) of the Code and that the SUB-ADVISER has no separate and independent responsibility to test for such compliance. The SUB-ADVISER does not guarantee the future performance of the Covered Fund(s) or any specific level of performance, the success of any investment decision or strategy that SUB-ADVISER may use, or the success of SUB-ADVISER’s overall management of the Covered Fund(s). VALIC and VC I understand that investment decisions made for the Covered Fund(s) by the SUB-ADVISER are subject to various market, currency, economic, political and business risks and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of the Covered Fund(s) allocated to its management by VALIC and in making investment decisions for the Covered Fund(s).

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a the Covered Fund Fund(s) and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a the Covered FundFund(s). In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the Funds, or any shareholder in a Fund, and VALIC shall indemnify the SUB-ADVISER for any act or omission, and against any demand, claim, action, suit, or other proceeding, in connection with rendering services under this Agreement, or for any losses sustained in connection with matters to which this Agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing in this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities laws. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund Fund(s) is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund Fund(s) complies with such Code diversification provisions, as directed by VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a the Covered Fund Fund(s) and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a the Covered FundFund(s). In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directorsTrustees, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the Funds, or any shareholder in a Fund, and VALIC shall indemnify the SUB-ADVISER for any act or omission, and against any demand, claim, action, suit, or other proceeding, in connection with rendering services under this Agreement, or for any losses sustained in connection with matters to which this Agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing in this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities laws. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund Fund(s) is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund Fund(s) complies with such Code diversification provisions, as directed by VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a Covered Fund Fund(s) and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered FundFund(s). In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the FundsVC I, or to any shareholder in a Fundthe Covered Fund(s), and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing ADVISER in performing its duties under this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities lawsAgreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund Fund(s) is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund complies with such Code diversification provisions, as directed by VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a Covered Fund and one or more other Client Accounts accounts or investment companies advised by the SUB- ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered FundFund(s). In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the FundsCovered Fund(s), or to any shareholder in a Fundthe Covered Fund(s), and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing ADVISER in performing its duties under this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities lawsAgreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund Fund(s) is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund VCII complies with such Code diversification provisions, as directed by VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a Covered Fund and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered Fund. In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s 's duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directorsTrustees, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the Funds, or to any shareholder in a the Covered Fund, and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing ADVISER in performing its duties under this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities lawsAgreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund complies with such Code diversification provisions, as directed by VALIC. VALIC acknowledges that the SUB-ADVISER will base its compliance with such provisions of the Code on accurate and timely portfolio information, including tax lot allocation, from VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a Covered Fund and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered Fund. In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a the Covered Fund Fund(s) or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered FundFund(s). Each of VALIC and XX VX XX understand that each investment decision decisions made for a the Covered Fund Fund(s) by the SUB-ADVISER is are subject to risk, including various market, currency, economic, political and business risks, risks and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a the Covered Fund Fund(s) allocated to its management by VALIC, including by VALIC and in making investment decisions for the Covered FundFund(s). The SUB-ADVISER shall not be liable to any of VALIC, XX VX XX, the FundsFund, or to any shareholder in a the Fund, and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing in this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities laws. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each Covered Fund is in compliance with Subchapter M of the Code and section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund complies with such Code diversification provisions, as directed by VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a the Covered Fund Fund(s) and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities on an equitable basis. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a the Covered FundFund(s). In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. The SUB-ADVISER may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Covered Fund. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the Funds, or any shareholder in a Fund, and VALIC shall indemnify the SUB-ADVISER for any act or omission, and against any demand, claim, action, suit, or other proceeding, in connection with rendering services under this Agreement, or for any losses sustained in connection with matters to which this Agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing in this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities laws. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund Fund(s) is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund Fund(s) complies with such Code diversification provisions, as directed by VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a Covered Fund and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered Fund. In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s 's duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XXNAFV I, the FundsFund, or to any shareholder in a the Fund, and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing in this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities laws. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each Covered Fund is in compliance with Subchapter M of the Code and section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund complies with such Code diversification provisions, as directed by VALIC.long

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a Covered Fund and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER’s allocation policy. The SUB-ADVISER similarly agrees to be equitable allocate opportunities to each entitysell securities. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered Fund. In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-SUB- ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the FundsVC I, or to any shareholder in a Covered Fund, and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing ADVISER in performing its duties under this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities lawsAgreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each a Covered Fund is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund Funds complies with such Code diversification provisions, as directed by VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC XXXXX understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a Covered Fund and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered Fund. In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s 's duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directorsTrustees, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the FundsVC II, or to any shareholder in a Fundthe Covered Fund(s), and VALIC XXXXC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing ADVISER in performing its duties under this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities lawsAgreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund complies with such Code diversification provisions, as directed by VALIC. VALIC acknowledges that the SUB-ADVISER will base its compliance with such provisions of the Code on accurate and timely portfolio information, including tax lot allocation, from VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a Covered Fund and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered Fund. In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s 's duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the Funds, or to any shareholder in a the Covered Fund, and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing ADVISER in performing its duties under this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities lawsAgreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund Fund(s) is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund complies with such Code diversification provisions, as directed by VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a Covered Fund Fund(s) and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities on an equitable basis. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered FundFund(s). In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the FundsCovered Fund(s), or to any shareholder in a Fundthe Covered Fund(s), and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISERADVISER in performing its duties under this Agreement. Nothing in this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities laws. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund Fund(s) is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund complies with such Code diversification provisions, as directed by VALIC. The SUB-ADVISER does not guarantee the future performance of the Covered Fund(s) or any specific level of performance, the success of any investment decision or strategy that SUB-ADVISER may use, or the success of SUB-ADVISER’s overall management of the Covered Fund(s). VALIC and XX XX understand that investment decisions made for the Covered Fund(s) by the SUB-ADVISER are subject to various market, currency, economic, political and business risks and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of the Covered Fund(s) allocated to its management by VALIC, including by making investment decisions for the Covered Fund(s).

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a Covered Fund Fund(s) and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered FundFund(s). In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the FundsVC I, or to any shareholder in a Fundthe Covered Fund(s), and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing ADVISER in performing its duties under this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities lawsAgreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund Fund(s) is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund complies with such Code diversification provisions, as directed by VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a Covered Fund and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered Fund. In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directorsTrustees, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the Funds, or to any shareholder in a the Covered Fund, and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as Column A Subadvisory Agreements there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing ADVISER in performing its duties under this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities lawsAgreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each Covered Fund is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant each Covered Fund complies with such Code diversification provisions, as directed by VALIC. VALIC acknowledges that the SUB-ADVISER will base its compliance with such provisions of the Code on accurate and timely portfolio information, including tax lot allocation, from VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a the Covered Fund Funds and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered FundFunds. In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the FundsVC I, or to any shareholder in a Fundthe Covered Funds, and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing ADVISER in performing its duties under this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities lawsAgreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund Funds is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund Funds complies with such Code diversification provisions, as directed by VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a Covered Fund Funds and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered FundFunds. In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the FundsNAF Variable, or to any shareholder in a Fundthe Covered Funds, and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing ADVISER in performing its duties under this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities lawsAgreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund Funds is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund Funds complies with such Code diversification provisions, as directed by VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a Covered Fund and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered Fund. In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a the Covered Fund Fund(s) or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered FundFund(s). Each of VALIC and XX VX XX understand that each investment decision decisions made for a the Covered Fund Fund(s) by the SUB-ADVISER is are subject to risk, including various market, currency, economic, political and business risks, risks and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a the Covered Fund Fund(s) allocated to its management by VALIC, including by VALIC and in making investment decisions for the Covered FundFund(s). The SUB-ADVISER shall not be liable to any of VALIC, XX VX XX, the Funds, or to any shareholder in a Fund, and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing in this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities laws. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each Covered Fund is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund complies with such Code diversification provisions, as directed by VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a the Covered Fund Fund(s) and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities on an equitable basis. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a the Covered FundFund(s). In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XXVC I, the Covered Funds, or to any shareholder in a Fundthe Covered Fund(s), and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISERADVISER in performing its duties under this Agreement. Nothing in The provisions of this Agreement paragraph shall constitute a waiver or limitation survive the termination of any rights which VALIC may have under federal and state securities lawsthe Agreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund Fund(s) is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund complies with such Code diversification provisions, as directed by VALIC. VALIC acknowledges that the SUB-ADVISER shall rely completely upon VALIC’s determination of whether and to what extent each Covered Fund(s) is in compliance with Subchapter M and Section 817(h) of the Code and that the SUB-ADVISER has no separate and independent responsibility to test for such compliance. The SUB-ADVISER does not guarantee the future performance of the Covered Fund(s) or any specific level of performance, the success of any investment decision or strategy that SUB-ADVISER may use, or the success of SUB-ADVISER’s overall management of the Covered Fund(s). VALIC and VC I understand that investment decisions made for the Covered Fund(s) by the SUB-ADVISER are subject to various market, currency, economic, political and business risks and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of the Covered Fund(s) allocated to its management by VALIC and in making investment decisions for the Covered Fund(s).

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a the Covered Fund Fund(s) and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a the Covered FundFund(s). In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or SUB- Column A Subadvisory Agreements ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISERSUB -ADVISER, and any person controlling, controlled by or under common control with the SUBSUBA-ADVISERDVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the Funds, or any shareholder in a Fund, and VALIC shall indemnify the SUB-ADVISER for any act or omission, and against any demand, claim, action, suit, or other proceeding, in connection with rendering services under this Agreement, or for any losses sustained in connection with matters to which this Agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing in this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities laws. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund Fund(s) is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund Fund(s) complies with such Code diversification provisions, as directed by VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a the Covered Fund Fund(s) and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a the Covered FundFund(s). In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. The SUB-ADVISER may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Covered Fund. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the Funds, or any shareholder in a Fund, and VALIC shall indemnify the SUB-ADVISER for any act or omission, and against any demand, claim, action, suit, or other proceeding, in connection with rendering services under this Agreement, or for any losses sustained in connection with matters to which this Agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing in this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities laws. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund Fund(s) is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund Fund(s) complies with such Code diversification provisions, as directed by VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a Covered Fund Fund(s) and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered FundFund(s). In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s 's duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the FundsVC I, or to any shareholder in a Fundthe Covered Fund(s), and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing ADVISER in performing its duties under this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities lawsAgreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund Fund(s) is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund complies with such Code diversification provisions, as directed by VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a Covered Fund and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered Fund. In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the FundsVC I, or to any shareholder in a the Covered Fund, and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing ADVISER in performing its duties under this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities lawsAgreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund complies with such Code diversification provisions, as directed by VALIC. VALIC acknowledges that the SUB-ADVISER will base its compliance with such provisions of the Code on accurate and timely portfolio information, including tax lot allocation, from VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a Covered Fund and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered Fund. In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s 's duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XXNAFV II, the FundsFund, or to any shareholder in a the Fund, and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing ADVISER in performing its duties under this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities lawsAgreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each Covered the Fund is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund complies NAFV II(s) comply with such Code diversification provisions, as directed by VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a the Covered Fund Funds and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB- ADVISER similarly agrees to allocate opportunities to sell securities. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered FundFunds. In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-SUB- ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the FundsVC I, or to any shareholder in a Fundthe Covered Funds, and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing ADVISER in performing its duties under this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities lawsAgreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund Funds is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-SUB- ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund Funds complies with such Code diversification provisions, as directed by VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a Covered Fund Fund(s) and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities on an equitable basis. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered FundFund(s). In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s 's duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the Funds, or to any shareholder in a Fundthe Covered Fund(s), and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing ADVISER in performing its duties under this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities lawsAgreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund Fund(s) is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund complies with such Code diversification provisions, as directed by VALIC. VALIC acknowledges that the SUB-ADVISER shall rely completely upon VALIC's determination of whether and to what extent each Covered Fund(s) is in compliance with Subchapter M and Section 817(h) of the Code and that the SUB-ADVISER has no separate and independent responsibility to test for such compliance.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a the Covered Fund Fund(s) and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities on an equitable basis. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a the Covered FundFund(s). In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the FundsVC I, or to any shareholder in a Fundthe Covered Fund(s), and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing ADVISER in performing its duties under this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities lawsAgreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund Fund(s) is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund complies with such Code diversification provisions, as directed by VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a the Covered Fund Fund(s) and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities on an equitable basis. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a the Covered FundFund(s). In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XXVC I, the Covered Funds, or to any shareholder in a Fundthe Covered Fund(s), and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISERADVISER in performing its duties under this Agreement. Nothing in The provisions of this Agreement paragraph shall constitute a waiver or limitation survive the termination of any rights which VALIC may have under federal and state securities lawsthe Agreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund Fund(s) is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund complies with such Code diversification provisions, as directed by VALlC. VALIC acknowledges that the SUB-ADVISER shall rely completely upon VALIC’s determination of whether and to what extent each Covered Fund(s) is in compliance with Subchapter M and Section 817(h) of the Code and that the SUB-ADVISER has no separate and independent responsibility to test for such compliance. The SUB-ADVISER does not guarantee the future performance of the Covered Fund(s) or any specific level of performance, the success of any investment decision or strategy that SUB-ADVISER may use, or the success of SUB-ADVISER’s overall management of the Covered Fund(s). VALIC and VC I understand that investment decisions made for the Covered Fund(s) by the SUB-ADVISER are subject to various market, currency, economic, political and business risks and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of the Covered Fund(s) allocated to its management by VALIC and in making investment decisions for the Covered Fund(s).

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a Covered Fund Fund(s) and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities on an equitable basis. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered FundFund(s). In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or SUB- ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XXVC I, the Covered Funds, or to any shareholder in a Fundthe Covered Fund(s), and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISERADVISER in performing its duties under this Agreement. Nothing in The provisions of this Agreement paragraph shall constitute a waiver or limitation survive the termination of any rights which VALIC may have under federal and state securities lawsthe Agreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund Fund(s) is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund complies with such Code diversification provisions, as directed by VALIC. VALIC acknowledges that the SUB-ADVISER shall rely completely upon VALIC’s determination of whether and to what extent each Covered Fund(s) is in compliance with Subchapter M and Section 817(h) of the Code and that the SUB-ADVISER has no separate and independent responsibility to test for such compliance. The SUB-ADVISER does not guarantee the future performance of the Covered Fund(s) or any specific level of performance, the success of any investment decision or strategy that SUB-ADVISER may use, or the success of SUB-ADVISER’s overall management of the Covered Fund(s). VALIC and VC I understand that investment decisions made for the Covered Fund(s) by the SUB-ADVISER are subject to various market, currency, economic, political and business risks and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of the Covered Fund(s) allocated to its management by VALIC and in making investment decisions for the Covered Fund(s).

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; acting provided that, that whenever a Covered Fund Fund(s) and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entityequity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities. VALIC recognizes that, that in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered FundFund(s). In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the FundsVC I, or to any shareholder in a Fundthe Covered Fund(s), and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing ADVISER in performing its duties under this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities lawsAgreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each the Covered Fund Fund(s) is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund complies with such Code diversification provisions, as directed by VALIC.

SCOPE OF THE SUB-ADVISER'S ACTIVITIES. VALIC understands that the SUB-ADVISER and/or and its affiliates now act, will continue to act and may act in the future as investment adviser or sub-adviser to one or more fiduciary and/or and other managed accounts or and as investment adviser to other investment companies. , and VALIC has no objection to the SUB-ADVISER and/or its affiliates so acting; , provided that, that whenever a Covered Fund and one or more other Client Accounts accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each fund or account will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each entity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities. VALIC recognizes that, in some cases, this procedure may adversely affect the price paid or received by a Covered Fund or limit the size of the position that may be acquired or sold for a Covered Fund. In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s 's duties hereunder will not devote their full time to such services service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature. Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER or ADVISER, and in any person controlling, controlled by or under common control with the SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC. The SUB-ADVISER does not guarantee the future performance of a Covered Fund or any specific level of performance, the success of any investment decision or strategy that the SUB-ADVISER may use, or the success of the SUB-ADVISER’s overall management of the assets of a Covered Fund. Each of VALIC and XX XX understand that each investment decision made for a Covered Fund by the SUB-ADVISER is subject to risk, including various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. The SUB-ADVISER will manage only the assets of a Covered Fund allocated to its management by VALIC, including by making investment decisions for the Covered Fund. The SUB-ADVISER shall not be liable to any of VALIC, XX XX, the FundsFUND, or to any shareholder in a Fundthe FUND, and VALIC shall indemnify the SUB-ADVISER ADVISER, for any act or omission, and against any demand, claim, action, suit, or other proceeding, omission in connection with rendering services under this Agreement, or for any losses sustained in connection with the matters to which this Agreement agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of the SUB-ADVISER. Nothing ADVISER in performing its duties under this Agreement shall constitute a waiver or limitation of any rights which VALIC may have under federal and state securities lawsAgreement. VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to the SUB-ADVISER after each quarter end to ensure that each Covered the Fund is in compliance with Subchapter M of the Code and section Section 817(h) of the Code. VALIC shall apprise the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall seek to take prompt action so that the relevant Covered Fund complies Fund(s) comply with such Code diversification provisions, as directed by VALIC.