Common use of Services and Duties Clause in Contracts

Services and Duties. Subject to the supervision and control of the Funds, PNC will: (a) Effect and maintain, as the case may be, the qualification of shares of the respective Portfolios for sale under the securities laws of the jurisdictions indicated for each Portfolio on Schedule A, as it may be amended from time to time; and (b) File with each appropriate jurisdiction the applicable materials relating to the Portfolios (or classes thereof) by the applicable filing deadline; provided however, that the Funds timely provide PNC in advance of such filings with (i) the requisite number of copies of each document (i.e. definitive prospectuses) requested by PNC (to the extent such documents are required to effect the relevant filing) and (ii) filing fees (as described in more detail below); and (c) Convey to the Funds any comments received from the regulatory authorities with respect to such filings and, if desired by a Fund, responding to such comments in such manner as authorized by such Fund. Subject to payment to PNC in advance, PNC will remit to the respective jurisdictions the requisite filing fees for the shares of the relevant Portfolio(s) (or classes thereof), and any fees for qualifying or continuing the qualification of any Portfolio(s) (or classes thereof). The Funds will, from time to time as specifically agreed between the parties, facilitate a wire transfer of funds to PNC for the payment of the aforementioned filings fees promptly upon request by PNC. PNC will request the funds necessary for the payment of the filing fees in advance of the date the fees become due. Each Fund acknowledges that PNC may receive float benefits in connection with maintaining certain accounts required to provide services under this Agreement. In performing its duties under this Agreement, PNC will act in accordance with the reasonable instructions and directions of the Funds. Similarly, the Funds will reasonably cooperate with PNC to enable PNC to perform its duties under this Agreement.

Services and Duties. Subject to the supervision and control of VALIC, ClearSky undertakes to perform the Funds, PNC willfollowing specific services: (a) Effect Effecting and maintainmaintaining, as the case may be, the qualification of shares of the respective Portfolios Funds for sale under the securities laws of the jurisdictions indicated for each Portfolio Fund on Schedule A, as it may be amended from time the list furnished to time; andClearSky pursuant to Paragraph 2(a) of this Agreement; (b) File Filing with each appropriate jurisdiction jurisdiction, as required, the applicable appropriate materials relating to the Portfolios (or classes thereof) by the applicable filing deadline; provided howeverFunds, that the Funds timely provide PNC in advance of such filings with (i) to be made promptly after receiving such materials from VALIC: Post Effective Amendments to the requisite number of Funds' Registration Statements; definitive copies of each document (i.e. definitive prospectuses) requested by PNC (to the extent such documents are required to effect Funds' Prospectuses and Statements of Additional Information and any Supplements thereto; and Notices of Special Meetings of Shareholders and related Proxy materials which propose the relevant filing) and (ii) filing fees (as described in more detail below); andmerger, reorganization or liquidation of a Fund; (c) Convey Conveying to the Funds VALIC any comments received from the regulatory authorities with respect to on such filings and, if desired by a FundVALIC, responding to such comments in such manner as authorized by such FundVALIC; and (d) In connection with the foregoing, receiving limited power of attorney on behalf of the Funds to sign all Blue Sky filings and other related documents. Subject to payment to PNC ClearSky in advance, PNC ClearSky will remit to the respective jurisdictions the requisite notice filing fees for the shares of the relevant Portfolio(s) (or classes thereof)any Fund, and any fees for qualifying or continuing the qualification of any Portfolio(s) (or classes thereof)Fund. The Funds VALIC will, from time to time as specifically agreed between the parties, facilitate a wire transfer of funds to PNC ClearSky for the payment of the aforementioned filings said fees payable pursuant to this provision promptly upon request by PNCClearSky. PNC ClearSky will request the funds necessary for the payment of the filing fees ten business days in advance of the date the fees become due, whenever possible. Each Fund acknowledges that PNC may receive float benefits in connection with maintaining certain accounts required to provide services under this AgreementUpon receipt of the funds by ClearSky, it will issue checks for the payment of fees. In performing its duties under this Agreement, PNC ClearSky will act in accordance with the reasonable instructions and directions of VALIC. VALIC will provide ClearSky, upon notification by ClearSky of the Funds. Similarlyappropriate number of copies of each document, the Funds will reasonably cooperate with PNC all documents which must be filed pursuant to enable PNC to perform its duties under this Agreementprovision.

Services and Duties. Subject to the supervision and control of the FundsFund, PNC willClearSky undertakes to perform the following specific services: (a) Effect Effecting and maintainmaintaining, as the case may be, the qualification of shares of the respective Portfolios Fund for sale under the securities laws of the jurisdictions indicated for each Portfolio the Fund on Schedule A, as it may be amended from time the list furnished to time; andClearSky pursuant to Paragraph 2(a) of this Agreement; (b) File Filing with each appropriate jurisdiction jurisdiction, as required, the applicable appropriate materials relating to the Portfolios (or classes thereof) by the applicable filing deadline; provided howeverFund, that the Funds timely provide PNC in advance of such filings with (i) to be made promptly after receiving such materials from the requisite number of Fund: Post Effective Amendments to the Fund's Registration Statements; definitive copies of each document (i.e. definitive prospectuses) requested by PNC (to the extent such documents are required to effect Fund's Prospectuses and Statements of Additional Information and any Supplements thereto; Annual and Semi-Annual Reports; and Notices of Special Meetings of Shareholders and related Proxy materials which propose the relevant filing) and (ii) filing fees (as described in more detail below); andmerger, reorganization or liquidation of the Fund; (c) Convey Conveying to the Funds Fund or Waterhouse any comments received from the regulatory authorities with respect to on such filings and, if desired by a the Fund, responding to such comments in such manner as authorized by such Fundthe Fund or Waterhouse; and (d) In connection with the foregoing, receiving limited power of attorney on behalf of the Fund to sign all Blue Sky filings and other related documents. Subject to payment to PNC ClearSky in advance, PNC ClearSky will remit to the respective jurisdictions the requisite notice filing fees for the shares of the relevant Portfolio(s) (or classes thereof)Fund, and any fees for qualifying or continuing the qualification of any Portfolio(s) (or classes thereof). the Fund, The Funds Fund will, from time to time as specifically agreed between the parties, facilitate a wire transfer of funds to PNC ClearSky for the payment of the aforementioned filings said fees payable pursuant to this provision promptly upon request by PNCClearSky. PNC ClearSky will request the funds necessary for the payment of the filing fees in advance of the date the fees become due. Each Fund acknowledges that PNC may receive float benefits in connection with maintaining certain accounts required to provide services under this AgreementUpon receipt of the funds by ClearSky, it will issue checks for the payment of fees. In performing its duties under this Agreement, PNC ClearSky will act in accordance with the reasonable instructions and directions of the FundsFund. Similarly, The Fund or Waterhouse will provide ClearSky with the Funds will reasonably cooperate with PNC appropriate number of copies of each document which must be filed pursuant to enable PNC to perform its duties under this Agreementprovision.

Services and Duties. Subject Sunstone agrees to perform the specific services listed in this Section 4. In performing such services, Sunstone will act under the supervision and control of, and in accordance with the instructions and directions of the FundsTrust. Unless otherwise provided in this Agreement, PNC will:Sunstone shall act only upon Written Instructions. (a) Effect Sunstone shall effect and maintain, as the case may be, the qualification of shares Shares of the respective Portfolios Funds for sale under the securities laws of the jurisdictions indicated for each Portfolio Fund on Schedule Athe Filing List furnished to Sunstone pursuant to Section 2(a) of this Agreement by filing Form NF or such other form(s) as a jurisdiction may require, in such amounts as it may be amended are set forth from time to time; time in the Trust's Written Instructions, as well as all amendment applications, together with required issuer agent/dealer applications, if applicable (collectively, "Blue Sky Filings"), and, subject to the limitations of Section 5, remitting fees to such jurisdictions as required under applicable Blue Sky laws. (b) File Sunstone shall file with each jurisdiction on the Filing List, as required, the appropriate jurisdiction the applicable materials relating to the Portfolios (Funds, including, but not limited to, the Funds' Registration Statements or classes thereof) by the applicable filing deadline; provided howeverPost-Effective Amendments, that the Funds timely provide PNC in advance of such filings with (i) the requisite number of definitive copies of each document (i.e. definitive prospectuses) requested by PNC (the Funds' prospectuses and statements of additional information and any supplements thereto, annual reports, and the documents necessary to the extent such documents are required to effect the relevant filing) and (ii) filing fees (as described in more detail below); andprocure issuer agent/dealer registrations, if applicable. (c) Convey Sunstone shall monitor sales in each jurisdiction set forth on the Filing List for each Fund on a daily basis. Unless it receives Written Instructions to the Funds any comments received from contrary, Sunstone typically maintains an offering amount equal to one and a half times the regulatory authorities with respect to such filings and, if desired by a Fund, responding to such comments amount sold during the current notice period or the immediately preceding notice period in such manner as authorized by such Fund. Subject to payment to PNC in advance, PNC will remit to the respective jurisdictions the requisite filing fees for the shares of the relevant Portfolio(s) (or classes thereof), and any fees for qualifying or continuing each jurisdiction that does not permit the qualification of any Portfolio(san indefinite offering amount. In the event sales of Shares in a particular jurisdiction reach or exceed the warning levels provided in the Written Instructions, Sunstone will promptly prepare an amendment to the Fund's notice permit to increase the offering amount. (d) In connection with the foregoing, the Trust hereby grants to Sunstone limited power of attorney on behalf of the Funds to sign all Blue Sky forms and other related documents. (e) As requested by the Trust, Sunstone shall provide reports of sales activities in each jurisdiction on the Filing List for each Fund. Sales will be reported by state of shareholder residence for sales to individual shareholders or classes thereofto omnibus accounts whose account owners transmit underlying shareholder information to Sunstone via electronic interfaces. Trades by all other omnibus accounts will be reported by the trustee's or other omnibus account owner's state of residence. NSCC trades will be reported by the state provided by the dealer at the point of sale. (f) Sunstone shall keep those records prepared pursuant to its obligations under this Agreement and those records received by Sunstone from the Trust's former Blue Sky service providers (i.e. Investors Fiduciary Trust Company and State Street Bank and Trust Company), in the form and manner, and for such period as it may deem advisable but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the 1940 Act. The Funds will, Sunstone may deliver to the Trust from time to time as specifically mutually agreed between upon by the parties, facilitate a wire transfer at the Trust's sole expense, for safekeeping or disposition by the Trust in accordance with law, such records, papers and documents accumulated in the execution of funds its duties or received from former service providers, as Sunstone may deem expedient, other than those which Sunstone is itself required to PNC maintain pursuant to applicable laws and regulations. The Trust shall assume all responsibility for any failure thereafter to produce any record, paper, or other document so returned, if and when required. To the payment extent required by Section 31 of the aforementioned filings fees 1940 Act and the rules and regulations thereunder, the records maintained by Sunstone, which have not been previously delivered to the Trust pursuant to the foregoing provisions of this paragraph, shall be considered to be the property of the Trust, shall be made available upon request for inspection by the officers, employees, and auditors of the Trust, and shall be delivered to the Trust promptly upon request by PNC. PNC will request the funds necessary for the payment of the filing fees and in advance of any event upon the date of termination of this Agreement, in the fees become dueform and manner kept by Sunstone (to the extent permitted under applicable license agreements) on such date of termination or such earlier date as may be requested by the Trust. Each Fund acknowledges Notwithstanding anything contained herein to the contrary, Sunstone shall be permitted to maintain copies of any such records, papers and documents to the extent necessary to comply with the recordkeeping requirements of federal and state securities laws, tax laws and other applicable laws. Sunstone shall be entitled to rely on any Written Instructions it receives from the Trust pursuant to this Agreement, and shall be protected in any action it takes or does not take in reliance upon directions, advice or Written Instructions it receives from the Trust; provided, however, that PNC may receive float benefits Sunstone shall remain liable for any action or inaction on its part that constitutes bad faith, negligence or willful misconduct in connection with maintaining certain accounts required to provide services under this Agreementthe performance of its duties hereunder. In performing its duties under this Agreementthe event Sunstone is asked to correct any action or inaction by any prior service provider, PNC will act in accordance with then Sunstone shall provide such services and be entitled to such reasonable compensation as the reasonable instructions and directions of the Funds. Similarly, the Funds will reasonably cooperate with PNC to enable PNC to perform its duties under this Agreementparties may mutually agree.

Services and Duties. Subject to the supervision and control of the FundsFund, PNC PFPC will: (ai) Effect and maintain, as the case may be, the qualification of shares of the respective Portfolios for sale under the securities laws of the jurisdictions indicated for each Portfolio on Schedule A, as it may be amended from time to time; and (bii) File with each appropriate jurisdiction the applicable materials relating to the Portfolios (or classes thereof) by the applicable filing deadline; provided however, that the Funds Company timely provide PNC provides PFPC in advance of such filings with (ix) the requisite number of copies of each document (i.e. definitive prospectuses) requested by PNC PFPC (to the extent such documents are required to effect the relevant filing) and (iiy) filing fees (as described in more detail below); and (ciii) Convey to the Funds Company any comments received from the regulatory authorities with respect to such filings and, if desired by a Fundthe Company, responding to such comments in such manner as authorized by such Fundthe Company. Subject to payment to PNC PFPC in advance, PNC PFPC will remit to the respective jurisdictions the requisite filing fees for the shares of the relevant Portfolio(s) (or classes thereof), and any fees for qualifying or continuing the qualification of any Portfolio(sPortfolios(s) (or classes thereof). The Funds Fund will, from time to time as specifically agreed between the parties, facilitate a wire transfer of funds to PNC PFPC for the payment of the aforementioned filings fees promptly upon request by PNCPFPC. PNC PFPC will request the funds necessary for the payment of the filing fees in advance of the date the fees become due. Each Fund acknowledges that PNC may receive float benefits in connection with maintaining certain accounts required to provide services under this Agreement- - 2005 Xxxxxxx Restated TA Agr Dft2 (redline).doc To be measured on a quarterly basis, minimum of 300 calls offered. In performing its duties under this Agreement, PNC · The average speed of answering calls will act in accordance with the reasonable instructions and directions be twenty (20) seconds or less · The abandonment rate for teleservicing calls will be five (5) percent or less (Calculation: calls abandoned over 20 seconds/calls offered) · The service level will be ninety-five percent (95%) or higher The following standards will be met 95% of the Fundstime measured on a quarterly basis, minimum 50 items per standard measured. Similarly· New accounts in good order will be established on Transfer Agent system on the same day received · Shareholder transactions in good order will be processed on Transfer Agent system on the same say received · Correspondence will be completed within five (5) business days of receipt · Maintenance items in good order will be completed within five (5) business days of receipt The following standards will be met 95% of the time measured on a quarterly basis, minimum of 50 items per standard measured. · Daily confirmations will be mailed to Shareholders on Trade Date plus two (2) business days · Check requests will be mailed to Shareholders on Trade Date plus two (2) business days · Quarterly statements will be mailed to Shareholders within five (5) business days from quarter end The penalty for missing the Funds same standard in one (1) quarter is written notice. The penalty for missing the same standard two (2) quarters in succession is 5% reduction of PFPC’s quarterly fee for that service. The penalty for missing the same standard three (3) quarters in a rolling six (6) quarter period is 10% reduction in PFPC’s quarterly fee for that service. Measurement of performance standards and associated penalties will reasonably cooperate with PNC to enable PNC to perform its duties under this Agreement.commence after a one (1) quarter grace period. - - 2005 Xxxxxxx Restated TA Agr Dft2 (redline).doc

Services and Duties. Subject to the supervision and control of the FundsCompany, PNC PFPC will: (a) Effect and maintain, as the case may be, the qualification of shares of the respective Portfolios for sale under the securities laws of the jurisdictions indicated for each Portfolio on Schedule A, as it may be amended from time to time; and (b) File with each appropriate jurisdiction the applicable materials relating to the Portfolios (or classes thereof) by the applicable filing deadline; provided however, that the Funds Company timely provide PNC provides PFPC in advance of such filings with (i) the requisite number of copies of each document (i.e. definitive prospectuses) requested by PNC PFPC (to the extent such documents are required to effect the relevant filing) and (ii) filing fees (as described in more detail below); and (c) Convey to the Funds Company any comments received from the regulatory authorities with respect to such filings and, if desired by a Fundthe Company, responding to such comments in such manner as authorized by such Fundthe Company. Subject to payment to PNC PFPC in advance, PNC PFPC will remit to the respective jurisdictions the requisite filing fees for the shares of the relevant Portfolio(s) (or classes thereof), and any fees for qualifying or continuing the qualification of any Portfolio(sPortfolios(s) (or classes thereof). The Funds Company will, from time to time as specifically agreed between the parties, facilitate a wire transfer of funds to PNC PFPC for the payment of the aforementioned filings fees promptly upon request by PNCPFPC. PNC PFPC will request the funds necessary for the payment of the filing fees in advance of the date the fees become due. Each Fund The Company acknowledges that PNC PFPC may receive float benefits in connection with maintaining certain accounts required to provide services under this Agreement. In performing its duties under this Agreement, PNC PFPC will act in accordance with the reasonable instructions and directions of the FundsCompany. Similarly, the Funds Company will reasonably cooperate with PNC PFPC to enable PNC PFPC to perform its duties under this Agreement.