Common use of SERVICES RENDERED AND EXPENSES Clause in Contracts

SERVICES RENDERED AND EXPENSES. Paid by the SUB-ADVISER (a) manage the investment and reinvestment of the assets of each Covered Fund, and conduct an investment evaluation for each Covered Fund, including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, of the industries, securities and other investments to be represented in each Covered Fund’s portfolio, and the formulation and implementation of investment programs; and (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s control, direction, and supervision, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect. In selecting brokers or dealers to execute transactions on behalf of a Covered Fund, the SUB-ADVISER will attempt to obtain best execution. In seeking to obtain best execution for any transaction, the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Act, the SUB-ADVISER may cause a Covered Fund to pay a broker that provides such brokerage and research services an amount of disclosed commission for effecting a portfolio transaction for the Covered Fund in excess of the commission that another broker may have charged for effecting the same transaction, provided that the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client Accounts. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports in connection with the SUB-ADVISER’s investment advisory services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian of the Covered Fund (the “Custodian”). The SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect to the Covered Fund. The SUB-ADVISER is authorized and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC authorizes and empowers the SUB-ADVISER to direct the Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of a Covered Fund and, as agent and attorney-in-fact, to execute for the Covered Fund standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. VALIC will vote all proxies relating to securities held by a Covered Fund. VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of Trustees. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a Covered Fund. VALIC will instruct the Custodian and other parties providing services to XX XX promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund other than in furtherance of the SUB-ADVISER’s duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s expenses, except that VALIC shall in all events pay the compensation described in Section 3 of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX XX, concerning transactions of the Covered Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and VC I's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), VC I's Articles, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by VC I's Board of Directors and provided to the SUB-ADVISERADVISER in writing, shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER will assist the Covered Fund(s) and its agents in determining whether prices obtained by the Covered Fund(s) and its agents for valuation purposes are consistent with the prices on the SUB-ADVISER's portfolio records relating to the extent permitted by applicable laws assets of the Covered Fund(s) for which the SUB-ADVISER has responsibility at such times as VALIC shall reasonably request; provided, however, that the parties acknowledge that the SUB-ADVISER is not the fund accounting agent for the Covered Fund(s) and the rules and regulations thereunder is not responsible for pricing determinations or calculations and any exemptive order currently in effectinformation provided pursuant to this position by SUB-ADVISER will be provided for information purposes only. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transactionof portfolio transactions, under the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth circumstances of the market in the security, the price of the security, the financial condition and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction each trade and on a continuing basisthe basis of all relevant factors and considerations. In selecting brokers or dealers Subject to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage approval by VC I's Board of Directors of appropriate policies and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund(s) with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports if in connection the SUB-ADVISER's reasonable judgment such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s investment advisory services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian of the Covered Fund (the “Custodian”). The SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect 'S fiduciary obligations to the Covered FundFund(s) and its other clients, considering factors such as the advantageous selling or purchase price, brokerage commission and other expenses. The In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the determination whether such aggregation is fair and reasonable by the SUB-ADVISER is authorized subjective and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as represents the SUB-ADVISER ADVISER's evaluation that the Covered Fund(s) may designatebenefit by relatively better purchase or sales prices, all consistent with the powers, authorities lower commission expenses and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities beneficial timing of transactions or a combination of these and other property except as expressly provided for in this Agreementfactors. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, Fund(s) and to execute for the Covered Fund(s) as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and VC I's Board of Directors regarding the performance of its services under this Agreement. The SUB-ADVISER will make available to VALIC and VC I promptly upon their reasonable written request all of the Covered Fund(s)' investment records and ledgers to assist VALIC and VC I in compliance with respect to each Covered Fund's securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish VC I's Board of Directors such periodic and special reports as VALIC and VC I's Board of Directors may reasonably request. The SUB-ADVISER will furnish to regulatory authorities any information or reports in connection with such services which may be requested in order to ascertain whether the operations of the Covered Fund(s) are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER, VALIC and VC I will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any non-public information obtained directly as a result of this service relationship. Each party shall disclose such non-public information only if the other party has authorized such disclosure, or if such information is or hereafter otherwise is known by the disclosing party or has been disclosed, directly or indirectly, by the other party to others or becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities or Court of Law of competent jurisdiction, or to the extent such disclosure is reasonably required by auditors or attorneys of the disclosing party in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Directors of VC I. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of VC I. The money and investments will be held by the Custodian of VC I. The SUB-ADVISER will arrange for the transmission to the Custodian for VC I, on a daily basis, such confirmation, trade tickets and other documents as may be necessary to enable it to perform its administrative responsibilities with respect to the Covered Fund(s). The SUB-ADVISER further shall have the authority to instruct the Custodian of VC I (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian for VC I (ii) to deliver securities and other property against payment for VC I, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC will vote all proxies relating to securities held by a the Covered FundFund(s). VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of TrusteesDirectors. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a the Covered FundFund(s). VALIC will instruct the Custodian and other parties providing services to XX XX promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund other than in furtherance of the SUB-ADVISER’s duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s expenses, except that VALIC shall in all events pay the compensation described in Section 3 of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX XX, concerning transactions of the Covered Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.services

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and VC I's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), VC I's Articles, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by VC I's Board of Directors and provided to the SUB-ADVISERADVISER in writing, shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER will assist the Covered Fund(s) and its agents in determining whether prices obtained by the Covered Fund(s) and its agents for valuation purposes are consistent with the prices on the SUB-ADVISER's portfolio records relating to the extent permitted by applicable laws assets of the Covered Fund(s) for which the SUB-ADVISER has responsibility at such times as VALIC shall reasonably request; provided, however, that the parties acknowledge that the SUB-ADVISER is not the fund accounting agent for the Covered Fund(s) and the rules and regulations thereunder is not responsible for pricing determinations or calculations and any exemptive order currently in effectinformation provided pursuant to this position by SUB-ADVISER will be provided for information purposes only. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transactionof portfolio transactions, under the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth circumstances of the market in the security, the price of the security, the financial condition and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction each trade and on a continuing basisthe basis of all relevant factors and considerations. In selecting brokers or dealers Subject to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage approval by VC I's Board of Directors of appropriate policies and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund(s) with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports if in connection the SUB-ADVISER's reasonable judgment such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s investment advisory services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian of the Covered Fund (the “Custodian”). The SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect 'S fiduciary obligations to the Covered FundFund(s) and its other clients, considering factors such as the advantageous selling or purchase price, brokerage commission and other expenses. The In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the determination whether such aggregation is fair and reasonable by the SUB-ADVISER is authorized subjective and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as represents the SUB-ADVISER ADVISER's evaluation that the Covered Fund(s) may designatebenefit by relatively better purchase or sales prices, all consistent with the powers, authorities lower commission expenses and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities beneficial timing of transactions or a combination of these and other property except as expressly provided for in this Agreementfactors. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, Fund(s) and to execute for the Covered Fund(s) as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and VC I's Board of Directors regarding the performance of its services under this Agreement. The SUB-ADVISER will make available to VALIC and VC I promptly upon their reasonable written request all of the Covered Fund(s)' investment records and ledgers to assist VALIC and VC I in compliance with respect to each Covered Fund's securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish VC I's Board of Directors such periodic and special reports as VALIC and VC I's Board of Directors may reasonably request. The SUB-ADVISER will furnish to regulatory authorities any information or reports in connection with such services which may be requested in order to ascertain whether the operations of the Covered Fund(s) are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER, VALIC and VC I will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any non-public information obtained directly as a result of this service relationship. Each party shall disclose such non-public information only if the other party has authorized such disclosure, or if such information is or hereafter otherwise is known by the disclosing party or has been disclosed, directly or indirectly, by the other party to others or becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities or Court of Law of competent jurisdiction, or to the extent such disclosure is reasonably required by auditors or attorneys of the disclosing party in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Directors of VC I. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of VC I. The money and investments will be held by the Custodian of VC I. The SUB-ADVISER will arrange for the transmission to the Custodian for VC I, on a daily basis, such confirmation, trade tickets and other documents as may be necessary to enable it to perform its administrative responsibilities with respect to the Covered Fund(s). The SUB-ADVISER further shall have the authority to instruct the Custodian of VC I (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian for VC I (ii) to deliver securities and other property against payment for VC I, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC will vote all proxies relating to securities held by a the Covered FundFund(s). VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of TrusteesDirectors. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a the Covered FundFund(s). VALIC will instruct the Custodian and other parties providing services to XX XX VC I promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expensesFund(s), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund VC I other than in furtherance of the SUB-ADVISER’s 's duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s 's expenses, except that VALIC shall in all events pay the compensation described in Section 3 2 of this the Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult is hereby prohibited from consulting with any other sub-adviser of the Covered Fund(s) (or a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, portion thereof) or any other sub-advisers adviser to other investments companies that are controlled by XX XX, a fund under common control with the Covered Fund(s) (or a portion thereof) concerning securities transactions of the Covered Fund Fund(s) (or a portion thereof) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under except as otherwise permitted by the 1940 ActAct or any rules thereunder.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and VC I's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), VC I's Articles, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by VC I's Board of Directors and provided to the SUB-ADVISERADVISER in writing, shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER will assist the Covered Fund(s) and its agents in determining whether prices obtained by the Covered Fund(s) and its agents for valuation purposes are consistent with the prices on the SUB-ADVISER's portfolio records relating to the extent permitted by applicable laws assets of the Covered Fund(s) for which the SUB-ADVISER has responsibility at such times as VALIC shall reasonably request; provided, however, that the parties acknowledge that the SUB-ADVISER is not the fund accounting agent for the Covered Fund(s) and the rules and regulations thereunder is not responsible for pricing determinations or calculations and any exemptive order currently in effectinformation provided pursuant to this position by SUB-ADVISER will be provided for information purposes only. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transactionof portfolio transactions, under the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth circumstances of the market in the security, the price of the security, the financial condition and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction each trade and on a continuing basisthe basis of all relevant factors and considerations. In selecting brokers or dealers Subject to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage approval by VC I's Board of Directors of appropriate policies and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund(s) with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports if in connection the SUB-ADVISER's reasonable judgment such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s investment advisory services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian of the Covered Fund (the “Custodian”). The SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect 'S fiduciary obligations to the Covered FundFund(s) and its other clients, considering factors such as the advantageous selling or purchase price, brokerage commission and other expenses. The In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the determination whether such aggregation is fair and reasonable by the SUB-ADVISER is authorized subjective and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as represents the SUB-ADVISER ADVISER's evaluation that the Covered Fund(s) may designatebenefit by relatively better purchase or sales prices, all consistent with the powers, authorities lower commission expenses and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities beneficial timing of transactions or a combination of these and other property except as expressly provided for in this Agreementfactors. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, Fund(s) and to execute for the Covered Fund(s) as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and VC I's Board of Directors regarding the performance of its services under this Agreement. The SUB-ADVISER will make available to VALIC and VC I promptly upon their reasonable written request all of the Covered Fund(s)' investment records and ledgers to assist VALIC and VC I in compliance with respect to each Covered Fund's securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish VC I's Board of Directors such periodic and special reports as VALIC and VC I's Board of Directors may reasonably request. The SUB-ADVISER will furnish to regulatory authorities any information or reports in connection with such services which may be requested in order to ascertain whether the operations of the Covered Fund(s) are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any non-public information obtained directly as a result of this service relationship, and the SUB-ADVISER shall disclose such non-public information only if VALIC or the Board of Directors of VC I has authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or VC I to others becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities, self regulatory organization (for example, NYSE or NASD) or Court of Law of competent jurisdiction, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Directors of VC I. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of VC I. The money and investments will be held by the Custodian of VC I. The SUB-ADVISER will arrange for the transmission to the Custodian for VC I, on a daily basis, such confirmation, trade tickets and other documents as may be necessary to enable it to perform its administrative responsibilities with respect to the Covered Fund(s). The SUB-ADVISER further shall have the authority to instruct the Custodian of VC I (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian for VC I (ii) to deliver securities and other property against payment for VC I, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC will vote all proxies relating to securities held by a the Covered FundFund(s). VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of TrusteesDirectors. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a the Covered FundFund(s). VALIC will instruct the Custodian and other parties providing services to XX XX VC I promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expensesFund(s), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund VC I other than in furtherance of the SUB-ADVISER’s 's duties and responsibilities as set forth in this Agreement. It is understood that SUB-ADVISER and its affiliates perform investment advisory and other services for various clients. VALIC agrees that SUB-ADVISER and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients which may differ from advice given, or the timing or nature of actions taken, with respect to the Covered Fund(s). VALIC also acknowledges that SUB-ADVISER and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Covered Fund(s), and that SUB-ADVISER will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon SUB-ADVISER any obligation to purchase or sell or to recommend for purchase or sale for the Covered Fund(s) any investment which SUB-ADVISER, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any other client, if in the sole and absolute discretion of SUB-ADVISER it is for any reason impractical or undesirable to take such action or make such recommendation for the Covered Fund(s). Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s 's expenses, except that VALIC shall in all events pay the compensation described in Section 3 2 of this the Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult is hereby prohibited from consulting with any other sub-adviser of the Covered Fund(s) (or a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, portion thereof) or any other sub-advisers adviser to other investments companies that are controlled by XX XX, a fund under common control with the Covered Fund(s) (or a portion thereof) concerning securities transactions of the Covered Fund Fund(s) (or a portion thereof) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under except as otherwise permitted by the 1940 ActAct or any rules thereunder.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and VC I's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), VC I's Articles, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by VC I's Board of Directors and provided to the SUB-ADVISER, shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER will assist the Covered Fund(s) and its agents in determining whether prices obtained by the Covered Fund(s) and its agents for valuation purposes are consistent with the prices on the SUB-ADVISER's portfolio records relating to the extent permitted by applicable laws assets of the Covered Fund(s) for which the SUB-ADVISER has responsibility at such times as VALIC shall reasonably request; provided, however, that the parties acknowledge that the SUB-ADVISER is not the fund accounting agent for the Covered Fund(s) and the rules and regulations thereunder is not responsible for pricing determinations or calculations and any exemptive order currently in effectinformation provided pursuant to this position by SUB-ADVISER will be provided for information purposes only. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transactionof portfolio transactions, under the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth circumstances of the market in the security, the price of the security, the financial condition and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction each trade and on a continuing basisthe basis of all relevant factors and considerations. In selecting brokers or dealers Subject to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage approval by VC I's Board of Directors of appropriate policies and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund(s) with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports if in connection the SUB-ADVISER's reasonable judgment such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s investment advisory services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian of the Covered Fund (the “Custodian”). The SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect 'S fiduciary obligations to the Covered FundFund(s) and its other clients, considering factors such as the advantageous selling or purchase price, brokerage commission and other expenses. The In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the determination whether such aggregation is fair and reasonable by the SUB-ADVISER is authorized subjective and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as represents the SUB-ADVISER ADVISER's evaluation that the Covered Fund(s) may designatebenefit by relatively better purchase or sales prices, all consistent with the powers, authorities lower commission expenses and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities beneficial timing of transactions or a combination of these and other property except as expressly provided for in this Agreementfactors. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, Fund(s) and to execute for the Covered Fund(s) as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and VC I's Board of Directors regarding the performance of its services under this Agreement. The SUB-ADVISER will make available to VALIC and VC I promptly upon their reasonable written request all of the Covered Fund(s)' investment records and ledgers to assist VALIC and VC I in compliance with respect to each Covered Fund's securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish VC I's Board of Directors such periodic and special reports as VALIC and VC I's Board of Directors may reasonably request. The SUB-ADVISER will furnish to regulatory authorities any information or reports in connection with such services which may be requested in order to ascertain whether the operations of the Covered Fund(s) are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any non-public information obtained directly as a result of this service relationship, and the SUB-ADVISER shall disclose such non-public information only if VALIC or the Board of Directors of VC I has authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or VC I to others becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities or Court of Law of competent jurisdiction, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Directors of VC I. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of VC I. The money and investments will be held by the Custodian of VC I. The SUB-ADVISER will arrange for the transmission to the Custodian for VC I, on a daily basis, such confirmation, trade tickets and other documents as may be necessary to enable the Custodian perform its administrative responsibilities with respect to the Covered Fund(s). The SUB-ADVISER further shall have the authority to instruct the Custodian of VC I (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian for VC I (ii) to deliver securities and other property against payment for VC I, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC will vote all proxies relating to securities held by a the Covered FundFund(s). VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of TrusteesDirectors. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a the Covered FundFund(s). VALIC will instruct the Custodian and other parties providing services to XX XX VC I promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered FundFund(s). The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a the Covered Fund Funds in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) lawsuits involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factorsFunds. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund VC I other than in furtherance of the SUB-ADVISER’s 's duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s 's expenses, except that VALIC shall in all events pay the compensation described in Section 3 2 of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult is hereby prohibited from consulting with any other sub-adviser of the Covered Fund(s) (or a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, portion thereof) or any other sub-advisers adviser to other investments companies that are controlled by XX XX, a fund under common control with the Covered Fund(s) (or a portion thereof) concerning securities transactions of the Covered Fund Fund(s) (or a portion thereof) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under except as otherwise permitted by the 1940 ActAct or any rules thereunder.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and VC I's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), VC I's Articles, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by VC I's Board of Directors and provided to the SUB-ADVISERADVISER in writing, shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER will assist the Covered Fund(s) and its agents in determining whether prices obtained by the Covered Fund(s) and its agents for valuation purposes are consistent with the prices on the SUB-ADVISER's portfolio records relating to the extent permitted by applicable laws assets of the Covered Fund(s) for which the SUB-ADVISER has responsibility at such times as VALIC shall reasonably request; provided, however, that the parties acknowledge that the SUB-ADVISER is not the fund accounting agent for the Covered Fund(s) and the rules and regulations thereunder is not responsible for pricing determinations or calculations and any exemptive order currently in effectinformation provided pursuant to this position by SUB-ADVISER will be provided for information purposes only. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transactionof portfolio transactions, under the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth circumstances of the market in the security, the price of the security, the financial condition and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction each trade and on a continuing basisthe basis of all relevant factors and considerations. In selecting brokers or dealers Subject to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage approval by VC I's Board of Directors of appropriate policies and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund(s) with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports if in connection the SUB-ADVISER's reasonable judgment such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s investment advisory services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian of the Covered Fund (the “Custodian”). The SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect 'S fiduciary obligations to the Covered FundFund(s) and its other clients, considering factors such as the advantageous selling or purchase price, brokerage commission and other expenses. The In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the determination whether such aggregation is fair and reasonable by the SUB-ADVISER is authorized subjective and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as represents the SUB-ADVISER ADVISER's evaluation that the Covered Fund(s) may designatebenefit by relatively better purchase or sales prices, all consistent with the powers, authorities lower commission expenses and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities beneficial timing of transactions or a combination of these and other property except as expressly provided for in this Agreementfactors. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, Fund(s) and to execute for the Covered Fund(s) as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and VC I's Board of Directors regarding the performance of its services under this Agreement. The SUB-ADVISER will make available to VALIC and VC I promptly upon their reasonable written request all of the Covered Fund(s)' investment records and ledgers to assist VALIC and VC I in compliance with respect to each Covered Fund's securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish VC I's Board of Directors such periodic and special reports as VALIC and VC I's Board of Directors may reasonably request. The SUB-ADVISER will furnish to regulatory authorities any information or reports in connection with such services which may be requested in order to ascertain whether the operations of the Covered Fund(s) are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any non-public information obtained directly as a result of this service relationship, and the SUB-ADVISER shall disclose such non-public information only if VALIC or the Board of Directors of VC I has authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or VC I to others becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities or Court of Law of competent jurisdiction, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Directors of VC I. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of VC I. The money and investments will be held by the Custodian of VC I. The SUB-ADVISER will arrange for the transmission to the Custodian for VC I, on a daily basis, such confirmation, trade tickets and other documents as may be necessary to enable it to perform its administrative responsibilities with respect to the Covered Fund(s). The SUB-ADVISER further shall have the authority to instruct the Custodian of VC I (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian for VC I (ii) to deliver securities and other property against payment for VC I, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC will vote all proxies relating to securities held by a the Covered FundFund(s). VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of TrusteesDirectors. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a the Covered FundFund(s). VALIC will instruct the Custodian and other parties providing services to XX XX promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund other than in furtherance of the SUB-ADVISER’s duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s expenses, except that VALIC shall in all events pay the compensation described in Section 3 of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX XX, concerning transactions of the Covered Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.services

SERVICES RENDERED AND EXPENSES. Paid by the PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and the FUND's Board of Trustees and in conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state laws and regulations, including section 817(h) of the Internal Revenue Code of 1986, as amended (the "Code"), the FUND's Declaration, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by the FUND's Board of Trustees shall: (a) manage the investment and reinvestment of the assets assets, other than cash, of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Funds including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER ADVISER, subject to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effectlaw. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best for the Covered Funds the most favorable overall price and execution. In seeking Subject to obtain best execution for any transaction, approval by the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth FUND's Board of the market in the security, the price Trustees of the security, the financial condition appropriate policies and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Funds to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services, including statistical data, to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with according to such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and the XX XX FUND's Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, the The SUB-ADVISER will promptly make available to VALIC and XX XX copies of the FUND promptly upon their reasonable request all of the Covered Funds' investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX the FUND in complying compliance with regulations applicable respect to the each Covered Fund’s 's securities transactions as required by the 1940 Act and the Advisers Act, the Advisers Act or any as well as other applicable lawlaws. The SUB-ADVISER will furnish to the XX XX FUND's Board of Trustees such periodic and special reports as VALIC and the XX XX FUND's Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports in connection with the SUB-ADVISER’s investment advisory such services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a the Covered Fund Funds are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not disclose any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any information obtained pursuant to this service relationship, and disclose such information only if VALIC or the Board of Trustees of the FUND has authorized such disclosure, or if such information is or hereafter becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state authorities. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Funds and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Trustees of the Fund. Should VALIC at any time make any definite determination as to investment policy and notify the SUB- ADVISER of such determination in writing, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fundthe FUND. The money and investments will be held by the custodian Custodian of the Covered Fund (the “Custodian”)FUND. The SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect to the Covered Fund. The SUB-ADVISER is authorized and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC authorizes and empowers the SUB-ADVISER to direct the Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of a Covered Fund and, as agent and attorney-in-fact, to execute for the Covered Fund standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. VALIC will vote all proxies relating to securities held by a Covered Fund. VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of Trustees. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a Covered Fund. VALIC will instruct the Custodian and other parties providing services to XX XX promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund other than in furtherance of the SUB-ADVISER’s duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s expenses, except that VALIC shall in all events pay the compensation described in Section 3 of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX XX, concerning transactions of the Covered Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.for

SERVICES RENDERED AND EXPENSES. Paid by the SUB-ADVISER (a) manage the investment and reinvestment of all of, or to the extent applicable, a portion of, the assets of each Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. Without limiting the foregoing, the SUB-ADVISER represents and warrants to VALIC that all of, or to the extent permitted applicable the portion of, the assets which it manages of the Covered Fund(s) set forth in Schedule A will at all times be operated and managed in compliance with (a) all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments; (b) applicable provisions of Subchapter M, chapter 1 of the Code (“Subchapter M”) for each Covered Fund to be treated as a “regulated investment company” under Subchapter M; (c) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code so as not to jeopardize the treatment of the variable annuity contracts that offer the Covered Funds as annuity contracts for purposes of the Code; (d) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code; (e) the provisions of the 1940 Act and rules adopted thereunder; (f) the objectives, policies, restrictions and limitations for the Covered Funds as set forth in the Covered Funds’ current prospectus and statement of additional information as most recently provided by applicable laws VALIC to the SUB-ADVISER; and (g) the policies and procedures as adopted by the Board, as most recently provided by VALIC to the SUB-ADVISER. The SUB-ADVISER shall furnish information to VALIC, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The SUB-ADVISER further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Covered Funds, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the SUB-ADVISER expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the “1933 Act”) and the 1940 Act and will not contain any exemptive order currently in effectuntrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. In selecting brokers or dealers to execute transactions on behalf VALIC agrees that SUB-ADVISER shall manage the portion of the assets of a Covered FundFund allocated to it as if it was a separate operating fund, unless instructed otherwise in writing from VALIC, and shall comply with the representations and warranties stated in this Section (including, but not limited to, the investment objectives, policies and restrictions applicable to a Covered Fund and qualifications of a Covered Fund as a regulated investment company under the Code) with respect to the portion of assets of a Covered Fund allocated to SUB-ADVISER. The SUB-ADVISER will assist the Covered Fund(s) and its agents in determining whether prices obtained for valuation purposes accurately reflect the prices on the SUB-ADVISER’s portfolio records relating to the assets of the Covered Fund(s) for which the SUB-ADVISER has responsibility at such times as VALIC shall reasonably request; provided, however, that the parties acknowledge that the SUB-ADVISER is not the fund accounting agent for the Covered Fund(s) and is not responsible for pricing determinations or calculations and any information provided pursuant to this position by the SUB-ADVISER will be provided for information purposes only. In performing the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transaction, of portfolio transactions. Subject to approval by the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth Board of the market in the security, the price of the security, the financial condition appropriate policies and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER may aggregate sales and purchase orders of securities held by the Covered Fund(s) with similar orders being made simultaneously for other accounts managed by the SUB-ADVISER or with accounts of the affiliates of the SUB-ADVISER, if in the SUB-ADVISER’s reasonable judgment such aggregation shall result in an overall economic benefit to the Covered Fund(s) considering the advantageous selling or purchase price, brokerage commission and other expenses. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the determination of such economic benefit to the Covered Fund(s) by the SUB-ADVISER is subjective and represents the SUB-ADVISER’s evaluation that the Covered Fund(s) is benefited by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of its services under this Agreement. Upon receiving written request from VALIC and/or XX XX, the The SUB-ADVISER will promptly make available to VALIC and VX XX XX copies of promptly upon their reasonable written request all of the Covered Fund(s)’s investment records and ledgers relating to a Covered Fund to assist VALIC and XX VX XX in complying compliance with regulations applicable respect to the Covered FundFund(s)’s securities transactions as required by the 1940 Act and the Advisers Act, the Advisers Act or any as well as other applicable lawlaws. The SUB-ADVISER will furnish to the XX XX Board of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports in connection with the SUB-ADVISER’s investment advisory such services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a the Covered Fund Fund(s) are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any non-public information obtained directly as a result of this service relationship, and the SUB-ADVISER shall disclose such non-public information only if VALIC or the Board have authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or VX XX to others becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities or Court of Law of competent jurisdiction, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of a the Covered FundFund(s). The money and investments will be held by the custodian Custodian of the Covered Fund (the “Custodian”Fund(s). The SUB-ADVISER will arrange for the transmission to the CustodianCustodian for the Covered Fund(s), on a daily basis, such confirmationsconfirmation, trade tickets and/or and other documents as may be necessary to enable the Custodian it to perform its administrative responsibilities with respect to the Covered FundFund(s). The SUB-ADVISER is authorized and empowered further shall have the authority to instruct the Custodian custodian of the Covered Fund(s) (i) to pay cash for securities and other property delivered, or to be delivered, delivered to the Custodian, Custodian for the Covered Fund(s) (ii) to deliver securities and other property against payment for beneficial interests in XX XXthe Covered Fund(s), and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC authorizes and empowers the SUB-ADVISER to direct the Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of a Covered Fund and, as agent and attorney-in-fact, to execute for the Covered Fund standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. VALIC will vote all proxies relating to securities held by a Covered Fund. VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of Trustees. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a Covered Fund. VALIC will instruct the Custodian and other parties providing services to XX XX promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund VX XX other than in furtherance of the SUB-ADVISER’s duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s expenses, except that VALIC shall in all events pay the compensation described in Section 3 2 of this the Agreement. The VALIC and the SUB-ADVISER shall not acknowledge that VX XX will be ultimately responsible for bearing any cost or expense of a Covered Fund, such as the cost of any all brokerage commissions, taxes, Blue Sky qualification fees, outside auditing custodian fees and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a the Covered FundFund(s). The SUB-ADVISER also represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a the Covered Fund Fund(s) or other series of XX VX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments investment companies that are controlled by XX under common control with VX XX, concerning transactions of the Covered Fund Fund(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule rule 12d3-1 under the 1940 Act.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and VC I's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), VC I's Articles, Bylaws, registration statements, prospectuses and stated investment objectives, policies and restrictions and any applicable procedures adopted by VC I's Board of Directors and provided to the SUB-ADVISERADVISER shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER shall not be responsible for the administrative affairs of the Covered Fund, including pricing the Covered Fund. The SUB-ADVISER will provide reasonable assistance to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently VALIC to assist in effectpricing securities where market or broker quotations are not readily available. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transaction, the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price portfolio transactions. If VC I's Board of the security, the financial condition Directors approves appropriate policies and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed a commission for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports if in connection with the SUB-ADVISER’s investment advisory services which may be requested pursuant 's reasonable judgment such aggregation shall result in an overall economic benefit to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in considering the advantageous selling or purchase price, brokerage commission and other expenses. In accounting for such aggregated order price, commission and other expenses shall be averaged on a manner consistent with applicable laws and regulationsper bond or share basis daily. The VALIC acknowledges that the determination of such economic benefit to the Covered Fund by the SUB-ADVISER will not hold money is subjective and represents the SUB-ADVISER's evaluation that the Covered Fund is benefited by relatively better purchase or investments on behalf sales prices, lower commission expenses and beneficial timing of transactions or a Covered Fundcombination of these and other factors. The money and investments will be held by VALIC may direct the custodian SUB-ADVISER to use a particular broker or dealer for one or more trades if, in the sole opinion of VALIC, it is in the best interest of the Covered Fund (the “Custodian”)to do so. The Any such direction shall be in writing and in a form satisfactory to SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect to the Covered Fund. The SUB-ADVISER is authorized and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this AgreementADVISER. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, and to execute for the Covered Fund as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and VC I's Board of Directors regarding the performance of its services under this Agreement. The SUB-ADVISER will vote make available to VALIC and VC I promptly upon their reasonable written request all proxies relating of the Covered Fund(s)' investment records and ledgers to securities held by a assist VALIC and VC I in compliance with respect to each Covered Fund's securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish VC I's Board of Directors such periodic and special reports as VALIC and VC I's Board of Directors may reasonably request. The SUB-ADVISER will vote all such proxies furnish to regulatory authorities any information or reports in accordance connection with such proxy voting guidelines services which may be requested in order to ascertain whether the operations of the Covered Fund(s) are being conducted in a manner consistent with applicable laws and procedures adopted by the XX XX Board of Trusteesregulations. VALIC mayThe SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, on certain and will keep confidential any non-routine matterspublic information obtained directly as a result of this service relationship, consult with and the SUB-ADVISER before voting proxies relating shall disclose such non-public information only if VALIC or the Board of Directors of VC I has authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or VC I to securities others becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Directors of VC I. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of VC I. The money and investments will be held by the Custodian of VC I. The SUB-ADVISER will arrange for the transmission to the Custodian for VC I, on a daily basis, such confirmation, trade tickets and other documents as may be necessary to enable it to perform its administrative responsibilities with respect to the Covered FundFund(s). VALIC will The SUB-ADVISER further shall have the authority to instruct the Custodian of VC I (i) to pay cash for securities and other parties providing services property delivered, or to XX XX promptly to forward be delivered, to the proxy voting service copies of Custodian for VC I (ii) to deliver securities and other property against payment for VC I, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all proxies consistent with the powers, authorities and shareholder communications relating to securities held by each Covered Fundlimitations set forth herein. The SUB-ADVISER shall not be responsible for (i) directing have the vote of any proxy; (ii) instructing authority to cause the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to deliver securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting property except as expressly provided for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factorsin this Agreement. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund VC I other than in furtherance of the SUB-ADVISER’s 's duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s 's expenses, except that VALIC shall in all events pay the compensation described in Section 3 of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX XX, concerning transactions 2 of the Covered Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 ActAgreement.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and VC I's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), VC I's Articles, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by VC I's Board of Directors and provided to the SUB-ADVISERADVISER in writing, shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER will assist the Covered Fund(s) and its agents in determining whether prices obtained by the Covered Fund(s) and its agents for valuation purposes are consistent with the prices on the SUB-ADVISER's portfolio records relating to the extent permitted by applicable laws assets of the Covered Fund(s) for which the SUB-ADVISER has responsibility at such times as VALIC shall reasonably request; provided, however, that the parties acknowledge that the SUB-ADVISER is not the fund accounting agent for the Covered Fund(s) and the rules and regulations thereunder is not responsible for pricing determinations or calculations and any exemptive order currently in effectinformation provided pursuant to this position by SUB-ADVISER will be provided for information purposes only. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transactionof portfolio transactions, under the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth circumstances of the market in the security, the price of the security, the financial condition and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction each trade and on a continuing basisthe basis of all relevant factors and considerations. In selecting brokers or dealers Subject to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage approval by VC I's Board of Directors of appropriate policies and research services” (within the meaning of procedures and in accordance with Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Act, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund(s) with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports if in connection the SUB-ADVISER's reasonable judgment such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s investment advisory services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian of the Covered Fund (the “Custodian”). The SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect 'S fiduciary obligations to the Covered FundFund(s) and its other clients, considering factors such as the advantageous selling or purchase price, brokerage commission and other expenses. The In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the determination whether such aggregation is fair and reasonable by the SUB-ADVISER is authorized subjective and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as represents the SUB-ADVISER ADVISER's evaluation that the Covered Fund(s) may designatebenefit by relatively better purchase or sales prices, all consistent with the powers, authorities lower commission expenses and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities beneficial timing of transactions or a combination of these and other property except as expressly provided for in this Agreementfactors. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, Fund(s) and to execute for the Covered Fund(s) as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and VC I's Board of Directors regarding the performance of its services under this Agreement. The SUB-ADVISER will make available to VALIC and VC I promptly upon their reasonable written request all of the Covered Fund(s)' investment records and ledgers to assist VALIC and VC I in compliance with respect to each Covered Fund's securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish VC I's Board of Directors such periodic and special reports as VALIC and VC I's Board of Directors may reasonably request. The SUB-ADVISER will furnish to regulatory authorities any information or reports in connection with such services which may be requested in order to ascertain whether the operations of the Covered Fund(s) are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any non-public information obtained directly as a result of this service relationship, and the SUB-ADVISER shall disclose such non-public information only if VALIC or the Board of Directors of VC I has authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or VC I to others becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities, self regulatory organization (for example, NYSE or NASD) or Court of Law of competent jurisdiction, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Directors of VC I. All information (including investment advice) furnished by the parties shall be treated as confidential and shall not be disclosed to third parties unless requested by a regulatory agency or otherwise as required by law. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of VC I. The money and investments will be held by the Custodian of VC I. The SUB-ADVISER will arrange for the transmission to the Custodian for VC I, on a daily basis, such confirmation, trade tickets and other documents as may be necessary to enable it to perform its administrative responsibilities with respect to the Covered Fund(s). The SUB-ADVISER further shall have the authority to instruct the Custodian of VC I, (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian for VC I (ii) to deliver securities and other property against payment for VC I, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC will vote all proxies relating to securities held by a the Covered FundFund(s). VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of TrusteesDirectors. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a the Covered FundFund(s). VALIC will instruct the Custodian and other parties providing services to XX XX VC I promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expensesFund(s), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund VC I other than in furtherance of the SUB-ADVISER’s 's duties and responsibilities as set forth in this Agreement. It is understood that SUB-ADVISER and its affiliates perform investment advisory and other services for various clients. VALIC agrees that SUB-ADVISER and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients which may differ from advice given, or the timing or nature of actions taken, with respect to the Covered Fund(s). VALIC also acknowledges that SUB-ADVISER and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Covered Fund(s), and that SUB-ADVISER will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon SUB-ADVISER any obligation to purchase or sell or to recommend for purchase or sale for the Covered Fund(s) any investment which SUB-ADVISER, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any other client, if in the sole and absolute discretion of SUB-ADVISER it is for any reason impractical or undesirable to take such action or make such recommendation for the Covered Fund(s). Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s 's expenses, except that VALIC shall in all events pay the compensation described in Section 3 2 of this the Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult is hereby prohibited from consulting with any other sub-adviser of the Covered Fund(s) (or a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, portion thereof) or any other sub-advisers adviser to other investments companies that are controlled by XX XX, a fund under common control with the Covered Fund(s) (or a portion thereof) concerning securities transactions of the Covered Fund Fund(s) (or a portion thereof) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under except as otherwise permitted by the 1940 ActAct or any rules thereunder.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and VC I's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), VC I's Articles, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by VC I's Board of Directors and provided to the SUB-ADVISERADVISER in writing, shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER will assist the Covered Fund(s) and its agents in determining whether prices obtained by the Covered Fund(s) and its agents for valuation purposes are consistent with the prices on the SUB-ADVISER's portfolio records relating to the extent permitted by applicable laws assets of the Covered Fund(s) for which the SUB-ADVISER has responsibility at such times as VALIC shall reasonably request; provided, however, that the parties acknowledge that the SUB-ADVISER is not the fund accounting agent for the Covered Fund(s) and the rules and regulations thereunder is not responsible for pricing determinations or calculations and any exemptive order currently in effectinformation provided pursuant to this position by SUB-ADVISER will be provided for information purposes only. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transactionof portfolio transactions, under the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth circumstances of the market in the security, the price of the security, the financial condition and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction each trade and on a continuing basisthe basis of all relevant factors and considerations. In selecting brokers or dealers Subject to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage approval by VC I's Board of Directors of appropriate policies and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund(s) with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports if in connection the SUB-ADVISER's reasonable judgment such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s investment advisory services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian of the Covered Fund (the “Custodian”). The SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect 'S fiduciary obligations to the Covered FundFund(s) and its other clients, considering factors such as the advantageous selling or purchase price, brokerage commission and other expenses. The In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the determination whether such aggregation is fair and reasonable by the SUB-ADVISER is authorized subjective and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as represents the SUB-ADVISER ADVISER's evaluation that the Covered Fund(s) may designatebenefit by relatively better purchase or sales prices, all consistent with the powers, authorities lower commission expenses and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities beneficial timing of transactions or a combination of these and other property except as expressly provided for in this Agreementfactors. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, Fund(s) and to execute for the Covered Fund(s) as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and VC I's Board of Directors regarding the performance of its services under this Agreement. The SUB-ADVISER will make available to VALIC and VC I promptly upon their reasonable written request all of the Covered Fund(s)' investment records and ledgers to assist VALIC and VC I in compliance with respect to each Covered Fund's securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish VC I's Board of Directors such periodic and special reports as VALIC and VC I's Board of Directors may reasonably request. The SUB-ADVISER will furnish to regulatory authorities any information or reports in connection with such services which may be requested in order to ascertain whether the operations of the Covered Fund(s) are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any non-public information obtained directly as a result of this service relationship, and the SUB-ADVISER shall disclose such non-public information only if VALIC or the Board of Directors of VC I has authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or VC I to others or becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities or Court of Law of competent jurisdiction, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Directors of VC I. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, upon the SUB-ADVISER's acknowledgment in writing, or via email, of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of VC I. The money and investments will be held by the Custodian of VC I. The SUB-ADVISER will arrange for the transmission to the Custodian for VC I, on a daily basis, such confirmation, trade tickets and other documents as may be necessary to enable it to perform its administrative responsibilities with respect to the Covered Fund(s). The SUB-ADVISER further shall have the authority to instruct the Custodian of VC I (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian for VC I, (ii) to deliver securities and other property against payment for VC I, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC will vote all proxies relating to securities held by a the Covered FundFund(s). VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of TrusteesDirectors. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a the Covered FundFund(s). VALIC will instruct the Custodian and other parties providing services to XX XX VC I promptly to forward to the proxy voting service service, copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expensesFund(s), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund VC I other than in furtherance of the SUB-ADVISER’s 's duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s 's expenses, except that VALIC shall in all events pay the compensation described in Section 3 2 of this the Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult is hereby prohibited from consulting with any other sub-adviser of the Covered Fund(s) (or a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, portion thereof) or any other sub-advisers adviser to other investments companies that are controlled by XX XX, a fund under common control with the Covered Fund(s) (or a portion thereof) concerning securities transactions of the Covered Fund Fund(s) (or a portion thereof) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under except as otherwise permitted by the 1940 ActAct or any rules thereunder.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and NAF Variable's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), NAF Variable's Articles, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by NAF Variable's Board of Directors and provided to the SUB-ADVISERADVISER in writing shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER will assist the Covered Fund(s) and its agents in determining whether prices obtained for valuation purposes accurately reflect the prices on the SUB-ADVISER's portfolio records relating to the extent permitted assets of the Covered Fund(s) for which the SUB-ADVISER has responsibility on a monthly basis (unless otherwise agreed upon by applicable laws the parties hereto) and the rules and regulations thereunder and any exemptive order currently in effectat such other times as VALIC shall reasonably request. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transaction, the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price portfolio transactions. Subject to approval by NAF Variable's Board of the security, the financial condition Directors of appropriate policies and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund(s) with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports in connection with the SUB-ADVISER’s investment advisory services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian of the Covered Fund (the “Custodian”). The SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect to the Covered Fund. The SUB-ADVISER is authorized and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC authorizes and empowers the SUB-ADVISER to direct the Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of a Covered Fund and, as agent and attorney-in-fact, to execute for the Covered Fund standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. VALIC will vote all proxies relating to securities held by a Covered Fund. VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of Trustees. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a Covered Fund. VALIC will instruct the Custodian and other parties providing services to XX XX promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that if in the SUB-ADVISER’s 's reasonable judgment, including its consideration of various factors (including judgment such aggregation shall result in an overall economic benefit to the Covered Fund considering the advantageous selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the determination of such economic benefit to the Covered Fund(s) by the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable ADVISER is subjective and based on represents the SUB-ADVISER’s determination 's evaluation that a the Covered Fund may benefit Fund(s) is benefited by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund other than in furtherance of the SUB-ADVISER’s duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s expenses, except that VALIC shall in all events pay the compensation described in Section 3 of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX XX, concerning transactions of the Covered Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and NAF Variable's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), NAF Variable's Articles, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by NAF Variable's Board of Directors and provided to the SUB-ADVISERADVISER in writing shall: (a) manage the investment and reinvestment of the assets assets, other than cash, of each the Covered Fund, and conduct an investment evaluation for each Covered FundFunds, including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and; (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER will assist the Covered Funds and their agents in determining whether prices obtained for valuation purposes accurately reflect the prices on the SUB-ADVISER's portfolio records relating to the extent permitted assets of the Covered Funds for which the SUB-ADVISER has responsibility on a quarterly basis (unless otherwise agreed upon by applicable laws the parties hereto) and the rules and regulations thereunder and any exemptive order currently in effectat such other times as VALIC shall reasonably request. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Funds the best execution for any transaction, the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basisportfolio transactions. In selecting brokers or dealers to execute a particular transaction, the The SUB-ADVISER is authorized responsible for decisions to consider buy and sell securities for the “Covered Funds, broker-dealer selection, and negotiation of brokerage commission rates. Subject to approval by NAF Variable's Board of Directors of appropriate policies and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Funds to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. Notwithstanding the above, nothing shall require the SUB-ADVISER to use a broker that provides research services or to use a particular broker recommended by VALIC. The SUB-ADVISER may aggregate sales and purchase orders of securities held by the Covered Funds with similar orders being made simultaneously for other accounts managed by the SUB-ADVISER or with accounts of the affiliates of the SUB-ADVISER, if in the SUB-ADVISER's reasonable judgment such aggregation shall result in an overall economic benefit to the Covered Funds considering the advantageous selling or purchase price, brokerage commission and other expenses. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the determination of such economic benefit to the Covered Funds by the SUB-ADVISER is subjective and represents the SUB-ADVISER's evaluation that the Covered Funds is benefited by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Funds' Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically quarterly to VALIC and the XX XX NAF Variable's Board of Trustees Directors regarding the performance of its services under this Agreement. Upon receiving written request from VALIC and/or XX XX, the The SUB-ADVISER will promptly make available to VALIC and XX XX copies of NAF Variable promptly upon their reasonable written request all of the Covered Funds' investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX NAF Variable in complying compliance with regulations applicable respect to the each Covered Fund’s 's securities transactions as required by the 1940 Act and the Advisers Act, the Advisers Act or any as well as other applicable lawlaws. The SUB-ADVISER will furnish to the XX XX NAF Variable's Board of Trustees Directors such periodic quarterly and special reports as VALIC and the XX XX NAF Variable's Board of Trustees Directors may reasonably request, in a format to be agreed upon by VALIC and the SUB-ADVISER. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports in connection with the SUB-ADVISER’s investment advisory such services which may be requested pursuant to by such regulator’s authority regulatory authorities in order to ascertain whether the operations of a the Covered Fund Funds are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any non-public information obtained directly as a result of this service relationship, and the SUB-ADVISER shall disclose such non-public information only if VALIC or the Board of Directors of NAF Variable has authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or the Fund to others becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Funds and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Directors of NAF Variable. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of a Covered FundNAF Variable. The money and investments will be held by the custodian Custodian of the Covered Fund (the “Custodian”)NAF Variable. The SUB-ADVISER will arrange for the transmission to the CustodianCustodian for NAF Variable, on a daily basis, such confirmationsconfirmation, trade tickets and/or and other documents as may be necessary to enable the Custodian it to perform its administrative responsibilities with respect to the Covered FundFunds. The SUB-ADVISER is authorized and empowered further shall have the authority to instruct the Custodian of NAF Variable (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, Custodian for NAF Variable (ii) to deliver securities and other property against payment for beneficial interests in XX XXNAF Variable, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC authorizes and empowers the SUB-ADVISER to direct the Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of a Covered Fund and, as agent and attorney-in-fact, to execute for the Covered Fund standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. VALIC will vote all proxies relating to securities held by a Covered Fund. VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of Trustees. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a Covered Fund. VALIC will instruct the Custodian and other parties providing services to XX XX promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered the Fund other than in furtherance of the SUB-ADVISER’s 's duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s expenses, except that VALIC shall in all events pay the compensation described in Section 3 of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX XX, concerning transactions of the Covered Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISERA The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and the FUND's Board of Trustees and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), the FUND's Declaration, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by the FUND's Board of Trustees and provided to the SUB-ADVISERADVISER shall: (a) manage the investment and reinvestment of the assets assets, other than cash, of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Funds including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER will assist the Covered Fund and its agents in determining whether prices obtained for valuation purposes accurately reflect the prices on the SUB-ADVISER's portfolio records relating to the extent permitted assets of the Covered Fund for which the SUB-ADVISER has responsibility on a monthly basis (unless otherwise agreed upon by applicable laws the parties hereto) and the rules and regulations thereunder and any exemptive order currently in effectat such other times as VALIC shall reasonably request. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Funds the best execution for any transaction, of portfolio transactions. Subject to approval by the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth FUND's Board of the market in the security, the price Trustees of the security, the financial condition appropriate policies and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Funds to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports if in connection with the SUB-ADVISER’s investment advisory services which may be requested pursuant 's reasonable judgment such aggregation shall result in an overall economic benefit to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in considering the advantageous selling or purchase price, brokerage commission and other expenses. In accounting for such aggregated order price, commission and other expenses shall be averaged on a manner consistent with applicable laws and regulationsper bond or share basis daily. The VALIC acknowledges that the determination of such economic benefit to the Covered Fund by the SUB-ADVISER will not hold money is subjective and represents the SUB-ADVISER's evaluation that the Covered Fund is benefitted by relatively better purchase or investments on behalf sales prices, lower commission expenses and beneficial timing of transactions or a Covered Fundcombination of these and other factors. The money and investments will be held by VALIC may direct the custodian SUB-ADVISER to use a particular broker or dealer for one or more trades if, in the sole opinion of VALIC, it is in the best interest of the Covered Fund (the “Custodian”)to do so. The Any such direction shall be in writing and in a form satisfactory to SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect to the Covered Fund. The SUB-ADVISER is authorized and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this AgreementADVISER. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, and to execute for the Covered Fund as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Custodian Covered Fund's custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and the FUND's Board of Trustees regarding the performance of its services under this Agreement. The SUB-ADVISER will vote make available to VALIC and the FUND promptly upon their reasonable written request all proxies relating of the Covered Funds' investment records and ledgers to securities held by a assist VALIC and the FUND in compliance with respect to each Covered Fund's securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish the FUND's Board of Trustees such periodic and special reports as VALIC and the FUND's Board of Trustees may reasonably request. The SUB-ADVISER will vote all such proxies furnish to regulatory authorities any information or reports in accordance connection with such proxy voting guidelines services which may be requested in order to ascertain whether the operations of the Covered Funds are being conducted in a manner consistent with applicable laws and procedures adopted by the XX XX Board of Trusteesregulations. VALIC mayThe SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, on certain and will keep confidential any non-routine matterspublic information obtained directly as a result of this service relationship, consult with and the SUB-ADVISER before voting proxies relating shall disclose such non-public information only if VALIC or the Board of Trustees of the FUND has authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or the Fund to securities others becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Funds and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Trustees of the FUND. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of the FUND. The money and investments will be held by the Custodian of the FUND. The SUB-ADVISER will arrange for the transmission to the Custodian for the FUND, on a daily basis, such confirmation, trade tickets and other documents as may be necessary to enable it to perform its administrative responsibilities with respect to the Covered FundFunds. VALIC will The SUB-ADVISER further shall have the authority to instruct the Custodian of the FUND (i) to pay cash for securities and other parties providing services property delivered, or to XX XX promptly to forward be delivered, to the proxy voting service copies of Custodian for the FUND (ii) to deliver securities and other property against payment for the FUND, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all proxies consistent with the powers, authorities and shareholder communications relating to securities held by each Covered Fundlimitations set forth herein. The SUB-ADVISER shall not be responsible for (i) directing have the vote of any proxy; (ii) instructing authority to cause the Custodian or any to deliver securities and other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund property except as expressly provided for in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securitiesthis Agreement. The SUB-ADVISER may aggregate sales or purchase orders placed or received will not perform cash management services for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client AccountsFunds. In accounting for such aggregated order price, commission and other expenses shall The cash management function will be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit performed by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factorsVALIC. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered the Fund other than in furtherance of the SUB-ADVISER’s 's duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s 's expenses, except that VALIC shall in all events pay the compensation described in Section 3 of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX XX, concerning transactions 2 of the Covered Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 ActAgreement.

SERVICES RENDERED AND EXPENSES. Paid by the SUB-ADVISER (a) manage the investment and reinvestment of all of, or to the extent applicable, a portion of, the assets of each Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. Without limiting the foregoing, the SUB-ADVISER represents and warrants to VALIC that all of, or to the extent permitted applicable the portion of, the assets which it manages of the Covered Fund(s) set forth in Schedule A will at all times be operated and managed in compliance with (a) all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments; (b) applicable provisions of Subchapter M, chapter 1 of the Code (“Subchapter M”) for each Covered Fund to be treated as a “regulated investment company” under Subchapter M; (c) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code so as not to jeopardize the treatment of the variable annuity contracts that offer the Covered Funds as annuity contracts for purposes of the Code; (d) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code; (e) the provisions of the 1940 Act and rules adopted thereunder; (f) the objectives, policies, restrictions and limitations for the Covered Funds as set forth in the Covered Funds’ current prospectus and statement of additional information as most recently provided by applicable laws VALIC to the SUB-ADVISER; and (g) the policies and procedures as adopted by the Board, as most recently provided by VALIC to the SUB-ADVISER. The SUB-ADVISER shall furnish information to VALIC, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The SUB-ADVISER further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Covered Funds, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the SUB-ADVISER expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the” 1933 Act”) and the 1940 Act and will not contain any exemptive order currently in effectuntrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. In selecting brokers or dealers to execute transactions on behalf VALIC agrees that SUB-ADVISER shall manage the portion of the assets of a Covered FundFund allocated to it as if it was a separate operating fund, unless instructed otherwise in writing from VALIC, and shall comply with the representations and warranties stated in this Section (including, but not limited to, the investment objectives, policies and restrictions applicable to a Covered Fund and qualifications of a Covered Fund as a regulated investment company under the Code) with respect to the portion of assets of a Covered Fund allocated to SUB-ADVISER. The SUB-ADVISER will assist the Covered Fund(s) and its agents in determining whether prices obtained for valuation purposes accurately reflect the prices on the SUB-ADVISER’s portfolio records relating to the assets of the Covered Fund(s) for which the SUB-ADVISER has responsibility at such times as VALIC shall reasonably request; provided, however, that the parties acknowledge that the SUB-ADVISER is not the fund accounting agent for the Covered Fund(s) and is not responsible for pricing determinations or calculations and any information provided pursuant to this position by the SUB-ADVISER will be provided for information purposes only. In performing the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transaction, of portfolio transactions. Subject to approval by the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth Board of the market in the security, the price of the security, the financial condition appropriate policies and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER may aggregate sales and purchase orders of securities held by the Covered Fund(s) with similar orders being made simultaneously for other accounts managed by the SUB-ADVISER or with accounts of the affiliates of the SUB-ADVISER, if in the SUB-ADVISER’s reasonable judgment such aggregation shall result in an overall economic benefit to the Covered Fund(s) considering the advantageous selling or purchase price, brokerage commission and other expenses. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the determination of such economic benefit to the Covered Fund(s) by the SUB-ADVISER is subjective and represents the SUB-ADVISER’s evaluation that the Covered Fund(s) is benefited by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of its services under this Agreement. Upon receiving written request from VALIC and/or XX XX, the The SUB-ADVISER will promptly make available to VALIC and XX XX copies of promptly upon their reasonable written request all of the Covered Fund(s)’s investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying compliance with regulations applicable respect to the Covered FundFund(s)’s securities transactions as required by the 1940 Act and the Advisers Act, the Advisers Act or any as well as other applicable lawlaws. The SUB-ADVISER will furnish to the XX XX Board of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports in connection with the SUB-ADVISER’s investment advisory such services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a the Covered Fund Fund(s) are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any non-public information obtained directly as a result of this service relationship, and the SUB-ADVISER shall disclose such non-public information only if VALIC or the Board have authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or XX XX to others becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities or Court of Law of competent jurisdiction, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of a the Covered FundFund(s). The money and investments will be held by the custodian Custodian of the Covered Fund (the “Custodian”Fund(s). The SUB-ADVISER will arrange for the transmission to the CustodianCustodian for the Covered Fund(s), on a daily basis, such confirmationsconfirmation, trade tickets and/or and other documents as may be necessary to enable the Custodian it to perform its administrative responsibilities with respect to the Covered FundFund(s). The SUB-ADVISER is authorized and empowered further shall have the authority to instruct the Custodian custodian of the Covered Fund(s) (i) to pay cash for securities and other property delivered, or to be delivered, delivered to the Custodian, Custodian for the Covered Fund(s) (ii) to deliver securities and other property against payment for beneficial interests in XX XXthe Covered Fund(s), and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the Column A Subadvisory Agreements powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC authorizes and empowers the SUB-ADVISER to direct the Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of a Covered Fund and, as agent and attorney-in-fact, to execute for the Covered Fund standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. VALIC will vote all proxies relating to securities held by a Covered Fund. VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of Trustees. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a Covered Fund. VALIC will instruct the Custodian and other parties providing services to XX XX promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund XX XX other than in furtherance of the SUB-ADVISER’s duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s expenses, except that VALIC shall in all events pay the compensation described in Section 3 2 of this the Agreement. The VALIC and the SUB-ADVISER shall not acknowledge that XX XX will be ultimately responsible for bearing any cost or expense of a Covered Fund, such as the cost of any all brokerage commissions, taxes, Blue Sky qualification fees, outside auditing custodian fees and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a the Covered FundFund(s). The SUB-ADVISER also represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a the Covered Fund Fund(s) or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments investment companies that are controlled by under common control with XX XX, concerning transactions of the Covered Fund Fund(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule rule 12d3-1 under the 1940 Act.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and NAF Variable's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), NAF Variable's Articles, Bylaws, registration statements, prospectuses and stated investment objectives, policies and restrictions and any applicable procedures adopted by NAF Variable's Board of Directors and provided to the SUB-ADVISERADVISER shall: (a) manage the investment and reinvestment of the assets assets, other than cash, of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Funds including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER shall not be responsible for the administrative affairs of the Covered Fund, including pricing the Covered Fund. The SUB-ADVISER will provide reasonable assistance to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently VALIC to assist in effectpricing securities where market or broker quotations are not readily available. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Funds the best execution for any transaction, the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price portfolio transactions. If NAF Variable's Board of the security, the financial condition Directors approves appropriate policies and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Funds to pay to a broker that provides such brokerage and research services an amount of disclosed a commission for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports if in connection with the SUB-ADVISER’s investment advisory services which may be requested pursuant 's reasonable judgment such aggregation shall result in an overall economic benefit to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian of the Covered Fund (considering the “Custodian”)advantageous selling or purchase price, brokerage commission and other expenses. The SUB-ADVISER will arrange In accounting for the transmission to the Custodiansuch aggregated order price, commission and other expenses shall be averaged on a daily basis, per bond or share basis daily. VALIC acknowledges that the determination of such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect economic benefit to the Covered Fund. The Fund by the SUB-ADVISER is authorized subjective and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as represents the SUB-ADVISER may designateADVISER's evaluation that the Covered Fund is benefited by relatively better purchase or sales prices, all consistent with the powers, authorities lower commission expenses and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities beneficial timing of transactions or a combination of these and other property except as expressly provided for in this Agreementfactors. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, and to execute for the Covered Fund as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. VALIC will vote all proxies relating to securities held by a Covered Fund. VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of Trustees. VALIC may, on certain non-routine matters, consult with the The SUB-ADVISER before voting proxies relating shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to securities held by a Covered Fund. VALIC will instruct and NAF Variable's Board of Directors regarding the Custodian and other parties providing performance of its services to XX XX promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fundunder this Agreement. The SUB-ADVISER shall not be responsible for (i) directing will make available to VALIC and NAF Variable promptly upon their reasonable written request all of the vote of any proxy; (ii) instructing the Custodian or any other party providing services Covered Funds' investment records and ledgers to XX XX assist VALIC and NAF Variable in compliance with respect to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a each Covered Fund's securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish NAF Variable's Board of Directors such periodic and special reports as VALIC and NAF Variable's Board of Directors may reasonably request. The SUB-ADVISER will furnish to regulatory authorities any information or (iii) taking any action on behalf of a Covered Fund reports in connection with such services which may be requested in order to ascertain whether the operations of the Covered Funds are being conducted in a class action lawsuitmanner consistent with applicable laws and regulations. The SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, settlement proceedingand will keep confidential any non-public information obtained directly as a result of this service relationship, and the SUB-ADVISER shall disclose such non-public information only if VALIC or the Board of Directors of NAF Variable has authorized such disclosure, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned if such information is or hereafter otherwise is known by the Covered Fund. To SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or NAF Variable to others becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities, or to the extent that a Covered Fund invests such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the securities performance of an issuer that provides investors with an opportunity to tender their interests with respect to such securitiesprofessional services. Notwithstanding the foregoing, the SUB-ADVISER is authorized may disclose the total return earned by the Covered Funds and empowered may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Trustees of NAF Variable. Should VALIC at any time make any definite determination as to determine whether any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of NAF Variable. The money and investments will be held by the Custodian of NAF Variable. The SUB-ADVISER will arrange for the transmission to the Custodian for NAF Variable, on a tender should daily basis, such confirmation, trade tickets and other documents as may be made necessary to enable it to perform its administrative responsibilities with respect to the Covered Fund’s investment in such securitiesFunds. The SUB-ADVISER may aggregate sales further shall have the authority to instruct the Custodian of NAF Variable (i) to pay cash for securities and other property delivered, or purchase orders placed or received to be delivered, to the Custodian for a Covered Fund with sales or purchase orders being made generally concurrently with any NAF Variable (ii) to deliver securities and other Client Accountproperty against payment for NAF Variable, provided that in and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER’s reasonable judgmentADVISER may designate, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and all consistent with the powers, authorities and limitations set forth herein. The SUB- The SUB-ADVISER’s fiduciary obligations to ADVISER will not perform cash management services for the Covered Fund and such other Client AccountsFunds. In accounting for such aggregated order price, commission and other expenses shall The cash management function will be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit performed by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factorsVALIC. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund NAF Variable other than in furtherance of the SUB-ADVISER’s =s duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s 's expenses, except that VALIC shall in all events pay the compensation described in Section 3 of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX XX, concerning transactions 2 of the Covered Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 ActAgreement.

SERVICES RENDERED AND EXPENSES. Paid by the SUB-ADVISER (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX VX XX Board of Trustees, of the industries, securities and other investments to be represented in each Covered Fund’s portfolio, and the formulation and implementation of investment programs; and (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER ADVISER, subject to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effectlaw. In selecting brokers or dealers to execute transactions on behalf of a the Covered FundFund(s), the SUB-ADVISER will attempt to obtain seek the best executionoverall terms available. In seeking to obtain assessing the best execution overall terms available for any transaction, the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, and in evaluating the best overall terms available, the SUB-ADVISER is authorized to consider the “brokerage and research services” services (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)amended) provided to a the Covered Fund Fund(s) and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”)discretion. As permitted by Section 28(e) of the 1934 ActAccordingly, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, provided that the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client Accounts. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and the XX VX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, the The SUB-ADVISER will promptly make available to VALIC and VX XX XX promptly upon their request copies of all of the investment records and ledgers relating to a the Covered Fund Funds to assist VALIC and XX VX XX in complying with regulations applicable to the each Covered Fund’s securities transactions as required by the 1940 Act and the Advisers Act, the Advisers Act or any as well as other applicable lawlaws. The SUB-ADVISER will furnish to the XX VX XX Board of Trustees such periodic and special reports as VALIC and the XX VX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX VX XX any information or reports in connection with the SUB-ADVISER’s investment advisory such services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a the Covered Fund Fund(s) are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a the Covered FundFund(s). The money and investments will be held by the custodian of the Covered Fund Fund(s) (the “Custodian”). The SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or and other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect to the Covered FundFund(s). The SUB-ADVISER is authorized and empowered further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX VX XX, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC authorizes and empowers the SUB-ADVISER to direct the Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of a the Covered Fund and, Fund(s) and to execute for the Covered Fund(s) as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund Fund(s) as the SUB-ADVISER deems necessary or desirable, direct the Custodian to deposit for the Covered Fund Fund(s) original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. VALIC will vote all proxies relating to securities held by a the Covered FundFund(s). VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX VX XX Board of Trustees. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a the Covered FundFund(s). VALIC will instruct the Custodian and other parties providing services to XX VX XX promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a the Covered Fund Funds in connection with a class action lawsuit, settlement proceeding, lawsuits or other legal proceeding (proceeding, including, without limitation, bankruptcies) , involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securitiesFunds. The SUB-ADVISER may aggregate sales or and purchase orders placed or received for a of securities held by the Covered Fund Fund(s) with sales or purchase similar orders being made generally concurrently simultaneously for other accounts managed by the SUB-ADVISER or with any other Client Accountaccounts of the affiliates of the SUB-ADVISER, provided that if in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), judgment such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund Fund(s) and its other clients, considering factors such as the advantageous selling or purchase price, brokerage commission and other Client Accountsexpenses. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable by the SUB-ADVISER is subjective and based on represents the SUB-ADVISER’s determination evaluation that a the Covered Fund Fund(s) may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a the Covered Fund Fund(s) other than in furtherance of the SUB-ADVISER’s duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s expenses, except that VALIC shall in all events pay the compensation described in Section 3 of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER also represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund the Funds or other series of XX VX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX VX XX, concerning transactions of the Covered Fund Fund(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.

SERVICES RENDERED AND EXPENSES. Paid by the SUB-ADVISER (a) manage the investment and reinvestment of all of, or to the extent applicable, a portion of, the assets of each Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. Without limiting the foregoing, the SUB-ADVISER represents and warrants to VALIC that all of, or to the extent permitted applicable the portion of, the assets which it manages of the Covered Fund(s) set forth in Schedule A will at all times be operated and managed in compliance with (a) all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments; (b) applicable provisions of Subchapter M, chapter 1 of the Code (“Subchapter M”) for each Covered Fund to be treated as a “regulated investment company” under Subchapter M; (c) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code so as not to jeopardize the treatment of the variable annuity contracts that offer the Covered Funds as annuity contracts for purposes of the Code; (d) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code; (e) the provisions of the 1940 Act and rules adopted thereunder; (f) the objectives, policies, restrictions and limitations for the Covered Funds as set forth in the Covered Funds’ current prospectus and statement of additional information as most recently provided by applicable laws VALIC to the SUB-ADVISER; and (g) the policies and procedures as adopted by the Board, as most recently provided by VALIC to the SUB-ADVISER. The SUB-ADVISER shall furnish information to VALIC, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The SUB-ADVISER further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Covered Funds, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the SUB-ADVISER expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the “1933 Act”) and the 1940 Act and will not contain any exemptive order currently in effectuntrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. In selecting brokers or dealers to execute transactions on behalf VALIC agrees that SUB-ADVISER shall manage the portion of the assets of a Covered FundFund allocated to it as if it was a separate operating fund, unless instructed otherwise in writing from VALIC, and shall comply with the representations and warranties stated in this Section (including, but not limited to, the investment objectives, policies and restrictions applicable to a Covered Fund and qualifications of a Covered Fund as a regulated investment company under the Code) with respect to the portion of assets of a Covered Fund allocated to SUB-ADVISER. The SUB-ADVISER may delegate any of its duties and obligations hereunder to any affiliated person (as such term is defined in the 1000 Xxx) that is eligible to serve as an investment adviser to an investment company registered under the 1940 Act on such terms and conditions as it deems necessary or appropriate, provided that VALIC and the Board consent to any such delegation and to the terms and conditions thereof and such delegation is permitted by and in conformity with the 1940 Act. The SUB-ADVISER shall be liable to VALIC for any loss or damage arising out of, in connection with or related to the actions or omissions to act of any delegee utilized hereunder. In determining liability, the limitation of liability set forth in Section 8 of this Agreement shall apply to the actions or omissions to act of a delegee. VALIC acknowledges that the SUB-ADVISER shall, pursuant to a separate Sub-Sub-Advisory Agreement, delegate the day-to-day portfolio management of the Covered Fund to Pxxxxxx. The SUB-ADVISER shall notify VALIC of any material amendments to the Sub-Sub-Advisory Agreement. The SUB-ADVISER makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Covered Fund (or portion thereof) or that the Covered Fund will perform comparably with any standard or index, including other clients of the SUB-ADVISER. The SUB-ADVISER will assist the Covered Fund(s) and its agents in determining whether prices obtained for valuation purposes accurately reflect the prices on the SUB-ADVISER’s portfolio records relating to the assets of the Covered Fund(s) for which the SUB-ADVISER has responsibility at such times as VALIC shall reasonably request; provided, however, that the parties acknowledge that the SUB-ADVISER is not the fund accounting agent for the Covered Fund(s) and is not responsible for pricing determinations or calculations and any information provided pursuant to this position by the SUB-ADVISER will be provided for information purposes only. In performing the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transaction, the of portfolio transactions determined by SUB-ADVISER will consider factors it deems relevant, including, without limitation, ADVISER’s best execution policy. Subject to approval by the breadth Board of the market in the security, the price of the security, the financial condition appropriate policies and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER may aggregate sales and purchase orders of securities held by the Covered Fund(s) with similar orders being made simultaneously for other accounts managed by the SUB-ADVISER or with accounts of the affiliates of the SUB-ADVISER, if in the SUB-ADVISER’s reasonable judgment such aggregation shall result in an overall economic benefit to the Covered Fund(s) considering the advantageous selling or purchase price, brokerage commission and other expenses. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the determination of such economic benefit to the Covered Fund(s) by the SUB-ADVISER is subjective and represents the SUB-ADVISER’s evaluation that the Covered Fund(s) is benefited by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of its services under this Agreement. Upon receiving written request from VALIC and/or XX XX, the The SUB-ADVISER will promptly make available to VALIC and VX XX XX copies of promptly upon their reasonable written request all of the Covered Fund(s)’s investment records and ledgers relating to a Covered Fund to assist VALIC and XX VX XX in complying compliance with regulations applicable respect to the Covered FundFund(s)’s securities transactions as required by the 1940 Act and the Advisers Act, the Advisers Act or any as well as other applicable lawlaws. The SUB-ADVISER will furnish to the XX XX Board of Trustees with quarterly reports and such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports in connection with the SUB-ADVISER’s investment advisory such services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a the Covered Fund Fund(s) are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any non-public information obtained directly as a result of this service relationship, and the SUB-ADVISER shall disclose such non-public information only if VALIC or the Board have authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or VX XX to others becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities or Court of Law of competent jurisdiction, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of a the Covered FundFund(s). The money and investments will be held by the custodian Custodian of the Covered Fund (the “Custodian”). Fund(s) as identified pursuant to Schedule B. The SUB-ADVISER will arrange for the transmission to the CustodianCustodian for the Covered Fund(s), on a daily basis, such confirmationsconfirmation, trade tickets and/or and other documents as may be necessary to enable the Custodian it to perform its administrative responsibilities with respect to the Covered FundFund(s). The SUB-ADVISER is authorized and empowered further shall have the authority to instruct the Custodian custodian of the Covered Fund(s) (i) to pay cash for securities and other property delivered, or to be delivered, delivered to the Custodian, Custodian for the Covered Fund(s) (ii) to deliver securities and other property against payment for beneficial interests in XX XXthe Covered Fund(s), and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC authorizes and empowers the SUB-ADVISER to direct the Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of a Covered Fund and, as agent and attorney-in-fact, to execute for the Covered Fund standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. VALIC will vote all proxies relating to securities held by a Covered Fund. VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of Trustees. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a Covered Fund. VALIC will instruct the Custodian and other parties providing services to XX XX promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund VX XX other than in furtherance of the SUB-ADVISER’s duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s expenses, except that VALIC shall in all events pay the compensation described in Section 3 2 of this the Agreement. The VALIC and the SUB-ADVISER shall not acknowledge that VX XX will be ultimately responsible for bearing any cost or expense of a Covered Fund, such as the cost of any all brokerage commissions, taxes, Blue Sky qualification fees, outside auditing custodian fees and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a the Covered FundFund(s). The SUB-ADVISER also represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser adviser, other than Pxxxxxx, of a the Covered Fund Fund(s) or other series of XX VX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments investment companies that are controlled by XX under common control with VX XX, concerning transactions of the Covered Fund Fund(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule rule 12d3-1 under the 1940 Act.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and NAF Variable's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), NAF Variable's Articles, Bylaws, registration statements, prospectuses and stated investment objectives, policies and restrictions and any applicable procedures adopted by NAF Variable's Board of Directors and provided to the SUB-ADVISERADVISER shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER shall not be responsible for the administrative affairs of the Covered Fund(s), including pricing the Covered Fund(s). The SUB-ADVISER will provide reasonable assistance to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently VALIC to assist in effectpricing securities where market or broker quotations are not readily available. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transaction, the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price portfolio transactions. If NAF Variable's Board of the security, the financial condition Directors approves appropriate policies and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed a commission for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund(s) with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports if in connection with the SUB-ADVISER’s investment advisory services which may 's reasonable judgment such aggregation shall result in an overall economic benefit to the Covered Fund(s) considering the advantageous selling or purchase price, brokerage commission and other expenses. In accounting for such aggregated order price, commission and other expenses shall be requested pursuant averaged on a per bond or share basis daily. VALIC acknowledges that the determination of such economic benefit to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian of the Covered Fund (by the “Custodian”). The SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect to the Covered Fund. The SUB-ADVISER is authorized subjective and empowered to instruct represents the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to SUB-ADVISER's evaluation that the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as Covered Fund is benefited by relatively better purchase VALIC may direct the SUB-ADVISER may designateto use a particular broker or dealer for one or more trades if, all consistent with in the powerssole opinion of VALIC, authorities it is in the best interest of the Covered Fund(s) to do so. Any such direction shall be in writing and limitations set forth herein. The in a form satisfactory to SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this AgreementADVISER. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, Fund(s) and to execute for the Covered Fund(s) as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund Fund(s) as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund Fund(s) original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. VALIC will vote all proxies relating to securities held by a Covered Fund. VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of Trustees. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a Covered Fund. VALIC will instruct the Custodian and other parties providing services to XX XX promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and NAF Variable's Board of Directors regarding the vote performance of any proxy; (ii) instructing the Custodian or any other party providing its services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund other than in furtherance of the SUB-ADVISER’s duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s expenses, except that VALIC shall in all events pay the compensation described in Section 3 of under this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense will make available to VALIC and NAF Variable promptly upon their reasonable written request all of a the Covered Fund(s)' investment records and ledgers to assist VALIC and NAF Variable in compliance with respect to each Covered Fund's securities transactions as required by the 1940 Act and the Advisers Act, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or well as other transaction-related fees incurred by or on behalf of a Covered Fundapplicable laws. The SUB-ADVISER represents will furnish NAF Variable's Board of Directors such periodic and warrants that special reports as VALIC and NAF Variable's Board of Directors may reasonably request. The SUB-ADVISER will furnish to regulatory authorities any information or reports in furnishing connection with such services which may be requested in order to ascertain whether the services hereunderoperations of the Covered Fund(s) are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any non-public information obtained directly as a result of this service relationship, and the SUB-ADVISER shall disclose such non-public information only if VALIC or the Board of Directors of NAF Variable has authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or NAF Variable to others becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Trustees of NAF Variable. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not consult with any other subhold money or investments on behalf of NAF Variable. The money and investments will be held by the Custodian of NAF Variable. The SUB-adviser of a Covered Fund or other series of XX XX, ADVISER will arrange for the transmission to the extent any Custodian for NAF Variable, on a daily basis, such confirmation, trade tickets and other sub-advisers are engaged by VALIC, or any other sub-advisers documents as may be necessary to other investments companies that are controlled by XX XX, concerning transactions of enable it to perform its administrative responsibilities with respect to the Covered Fund in securities or other assets, other than for purposes Fund(s). The SUB-ADVISER further shall have the authority to instruct the Custodian of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.NAF

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and VC I's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), VC I's Articles, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by VC I's Board of Directors and provided to the SUB-ADVISER, shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER will assist the Covered Fund(s) and its agents in determining whether prices obtained by the Covered Fund(s) and its agents for valuation purposes are consistent with the prices on the SUB-ADVISER's portfolio records relating to the extent permitted by applicable laws assets of the Covered Fund(s) for which the SUB-ADVISER has responsibility at such times as VALIC shall reasonably request; provided, however, that the parties acknowledge that the SUB-ADVISER is not the fund accounting agent for the Covered Fund(s) and the rules and regulations thereunder is not responsible for pricing determinations or calculations and any exemptive order currently in effectinformation provided pursuant to this position by SUB-ADVISER will be provided for information purposes only. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transactionof portfolio transactions, under the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth circumstances of the market in the security, the price of the security, the financial condition and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction each trade and on a continuing basisthe basis of all relevant factors and considerations. In selecting brokers or dealers Subject to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage approval by VC I's Board of Directors of appropriate policies and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUBIn accordance with Section 11(a) of the 1934 Act and Rule 11a2-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement 2(T) thereunder, and report periodically subject to VALIC any other applicable laws and regulations including Section 17(e) of the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX1940 Act and Rule 17e-1 thereunder, the SUB-ADVISER will promptly make available to may engage its affiliates, the VALIC and XX XX copies of all of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act its affiliates or any other applicable law. The SUBsubadviser to VC I and its respective affiliates, as broker-ADVISER will furnish dealers or futures commission merchants to the XX XX Board of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports in connection with the SUB-ADVISER’s investment advisory services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a effect Covered Fund are being conducted transactions in securities and other investments for a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian of the Covered Fund (the “Custodian”). The SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect to the Covered Fund. The SUB-ADVISER is authorized may aggregate sales and empowered to instruct purchase orders of securities held by the Custodian (iCovered Fund(s) to pay cash with similar orders being made simultaneously for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as managed by the SUB-ADVISER may designateor with accounts of the affiliates of the SUB-ADVISER, all if in the SUB-ADVISER's reasonable judgment such aggregation is fair and reasonable and consistent with the powersSUB-ADVISER'S fiduciary obligations to the Covered Fund(s) and its other clients, authorities considering factors such as the advantageous selling or purchase price, brokerage commission and limitations set forth hereinother expenses. The In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the determination whether such aggregation is fair and reasonable by the SUB-ADVISER shall not have is subjective and represents the authority to cause SUB-ADVISER's evaluation that the Custodian to deliver securities Covered Fund(s) may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other property except as expressly provided for in this Agreementfactors. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, Fund(s) and to execute for the Covered Fund(s) as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and VC I's Board of Directors regarding the performance of its services under this Agreement. The SUB-ADVISER will make available to VALIC and VC I promptly upon their reasonable written request all of the Covered Fund(s)' investment records and ledgers to assist VALIC and VC I in compliance with respect to each Covered Fund's securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish VC I's Board of Directors such periodic and special reports as VALIC and VC I's Board of Directors may reasonably request. The SUB-ADVISER will furnish to regulatory authorities any information or reports in connection with such services which may be requested in order to ascertain whether the operations of the Covered Fund(s) are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any non-public information obtained directly as a result of this service relationship, and the SUB-ADVISER shall disclose such non-public information only if VALIC or the Board of Directors of VC I has authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or VC I to others becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities or Court of Law of competent jurisdiction, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Directors of VC I. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, within a reasonable time after receipt of such notice as agreed to by the SUBADVISER and VALIC the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of VC I. The money and investments will be held by the Custodian of VC I. The SUB-ADVISER will arrange for the transmission to the Custodian for VC I, on a daily basis, such confirmation, trade tickets and other documents as may be necessary to enable the Custodian perform its administrative responsibilities with respect to the Covered Fund(s). The SUB-ADVISER further shall have the authority to instruct the Custodian of VC I (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian for VC I (ii) to deliver securities and other property against payment for VC I, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC will vote all proxies relating to securities held by a the Covered FundFund(s). VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of TrusteesDirectors. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a the Covered FundFund(s). VALIC will instruct the Custodian and other parties providing services to XX XX promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund other than in furtherance of the SUB-ADVISER’s duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s expenses, except that VALIC shall in all events pay the compensation described in Section 3 of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX XX, concerning transactions of the Covered Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.services

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and VC I's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), VC I's Articles, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by VC I's Board of Directors and provided to the SUB-ADVISERADVISER in writing, shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER will assist the Covered Fund(s) and its agents in determining whether prices obtained by the Covered Fund(s) and its agents for valuation purposes are consistent with the prices on the SUB-ADVISER's portfolio records relating to the extent permitted by applicable laws assets of the Covered Fund(s) for which the SUB-ADVISER has responsibility at such times as VALIC shall reasonably request; provided, however, that the parties acknowledge that the SUB-ADVISER is not the fund accounting agent for the Covered Fund(s) and the rules and regulations thereunder is not responsible for pricing determinations or calculations and any exemptive order currently in effectinformation provided pursuant to this position by SUB-ADVISER will be provided for information purposes only. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transactionof portfolio transactions, under the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth circumstances of the market in the security, the price of the security, the financial condition and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction each trade and on a continuing basisthe basis of all relevant factors and considerations. In selecting brokers or dealers Subject to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage approval by VC I's Board of Directors of appropriate policies and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund(s) with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports if in connection the SUB-ADVISER's reasonable judgment such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s investment advisory services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian of the Covered Fund (the “Custodian”). The SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect 'S fiduciary obligations to the Covered FundFund(s) and its other clients, considering factors such as the advantageous selling or purchase price, brokerage commission and other expenses. The In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the determination whether such aggregation is fair and reasonable by the SUB-ADVISER is authorized subjective and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as represents the SUB-ADVISER ADVISER's evaluation that the Covered Fund(s) may designatebenefit by relatively better purchase or sales prices, all consistent with the powers, authorities lower commission expenses and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities beneficial timing of transactions or a combination of these and other property except as expressly provided for in this Agreementfactors. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, Fund(s) and to execute for the Covered Fund(s) as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and VC I's Board of Directors regarding the performance of its services under this Agreement. The SUB-ADVISER will make available to VALIC and VC I promptly upon their reasonable written request all of the Covered Fund(s)' investment records and ledgers to assist VALIC and VC I in compliance with respect to each Covered Fund's securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish VC I's Board of Directors such periodic and special reports as VALIC and VC I's Board of Directors may reasonably request. The SUB-ADVISER will furnish to regulatory authorities any information or reports in connection with such services which may be requested in order to ascertain whether the operations of the Covered Fund(s) are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any non-public information obtained directly as a result of this service relationship, and the SUB-ADVISER shall disclose such non-public information only if VALIC or the Board of Directors of VC I has authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or VC I to others becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities or Court of Law of competent jurisdiction, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Directors of VC I. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of VC I. The money and investments will be held by the Custodian of VC I. The SUB-ADVISER will arrange for the transmission to the Custodian for VC I, on a daily basis, such confirmation, trade tickets and other documents as may be necessary to enable it to perform its administrative responsibilities with respect to the Covered Fund(s). The SUB-ADVISER further shall have the authority to instruct the Custodian of VC I (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian for VC I (ii) to deliver securities and other property against payment for VC I, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC will vote all proxies relating to securities held by a the Covered FundFund(s). VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of TrusteesDirectors. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a the Covered FundFund(s). VALIC will instruct the Custodian and other parties providing services to XX XX VC I promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expensesFund(s), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund VC I other than in furtherance of the SUB-ADVISER’s 's duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s 's expenses, except that VALIC shall in all events pay the compensation described in Section 3 2 of this the Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult is hereby prohibited from consulting with any other sub-adviser of the Covered Fund(s) (or a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, portion thereof) or any other sub-advisers adviser to other investments companies that are controlled by XX XX, a fund under common control with the Covered Fund(s) (or a portion thereof) concerning securities transactions of the Covered Fund Fund(s) (or a portion thereof) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under except as otherwise permitted by the 1940 ActAct or any rules thereunder. Sub-adviser shall not be responsible for taking any action on behalf of the Covered Funds in connection with class action lawsuits involving portfolio securities owned by the Covered Funds.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and VC I's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), VC I's Articles, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by VC I's Board of Directors and provided to the SUB-ADVISERADVISER in writing, shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER will assist the Covered Fund(s) and its agents in determining whether prices obtained for valuation purposes accurately reflect the prices on the SUB-ADVISER's portfolio records relating to the extent permitted by applicable laws assets of the Covered Fund(s) for which the SUB-ADVISER has responsibility at such times as VALIC shall reasonably request; provided, however, that the parties acknowledge that the SUB-ADVISER is not the fund accounting agent for the Covered Fund(s) and the rules and regulations thereunder is not responsible for pricing determinations or calculations and any exemptive order currently in effectinformation provided pursuant to this position by SUB-ADVISER will be provided for information purposes only. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transaction, the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price portfolio transactions. Subject to approval by VC I's Board of the security, the financial condition Directors of appropriate policies and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund(s) with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX affiliates of the SUB-ADVISER, if in complying with regulations applicable the SUB-ADVISER's reasonable judgment such aggregation shall result in an overall economic benefit to the Covered Fund’s securities transactions as required Fund considering the advantageous selling or purchase price, brokerage commission and other expenses. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the determination of such economic benefit to the Covered Fund(s) by the 1940 ActSUB-ADVISER is subjective and represents the SUB-ADVISER's evaluation that the Covered Fund(s) is benefited by relatively better purchase or sales prices, the Advisers Act lower commission expenses and beneficial timing of transactions or any a combination of these and other applicable lawfactors. The SUB-ADVISER will furnish to the XX XX Board hereby acknowledges that such aggregation of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees orders may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information not result in more favorable pricing or reports lower commission expenses in connection with the SUB-ADVISER’s investment advisory services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian of the Covered Fund (the “Custodian”). The SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect to the Covered Fund. The SUB-ADVISER is authorized and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreementinstances. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, Fund(s) and to execute for the Covered Fund(s) as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and VC I's Board of Directors regarding the performance of its services under this Agreement. The SUB-ADVISER will vote make available to VALIC and VC I promptly upon their reasonable written request all proxies relating of the Covered Fund(s)' investment records and ledgers to securities held by a assist VALIC and VC I in compliance with respect to each Covered Fund's securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish VC I's Board of Directors such periodic and special reports as VALIC and VC I's Board of Directors may reasonably request. The SUB-ADVISER will vote all such proxies furnish to regulatory authorities any information or reports in accordance connection with such proxy voting guidelines services which may be requested in order to ascertain whether the operations of the Covered Fund(s) are being conducted in a manner consistent with applicable laws and procedures adopted by regulations. The SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement or as reasonably required to engage in portfolio transactions on behalf of the XX XX Board of Trustees. VALIC mayCovered Fund(s), on certain and will keep confidential any non-routine matterspublic information obtained directly as a result of this service relationship, consult with and the SUB-ADVISER before voting proxies relating shall disclose such non-public information only if VALIC or the Board of Directors of VC I has authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or VC I to securities others becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities or Court of Law of competent jurisdiction, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose (i) the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Directors of VC I and (ii) the identity of VALIC and the Covered Fund(s) as part of any representative list of clients. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of VC I. The money and investments will be held by the Custodian of VC I. The SUB-ADVISER will arrange for the transmission to the Custodian for VC I, on a daily basis, such confirmation, trade tickets and other documents as may be necessary to enable it to perform its administrative responsibilities with respect to the Covered FundFund(s). VALIC will The SUB-ADVISER further shall have the authority to instruct the Custodian of VC I (i) to pay cash for securities and other parties providing services property delivered, or to XX XX promptly to forward be delivered, to the proxy voting service copies of Custodian for VC I (ii) to deliver securities and other property against payment for VC I, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all proxies consistent with the powers, authorities and shareholder communications relating to securities held by each Covered Fundlimitations set forth herein. The SUB-ADVISER shall not be responsible for (i) directing have the vote of any proxy; (ii) instructing authority to cause the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to deliver securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting property except as expressly provided for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factorsin this Agreement. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund VC I other than in furtherance of the SUB-ADVISER’s 's duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s 's expenses, except that VALIC shall in all events pay the compensation described in Section 3 2 of this the Agreement. The VALIC and the SUB-ADVISER shall not acknowledge that VC I will be ultimately responsible for bearing any cost or expense of a Covered Fund, such as the cost of any all brokerage commissions, taxes, Blue Sky qualification fees, outside auditing custodian fees and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a the Covered FundFund(s). The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult is hereby prohibited from consulting with any other sub-adviser of the Covered Fund(s) (or a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, portion thereof) or any other sub-advisers adviser to other investments companies that are controlled by XX XX, a fund under common control with the Covered Fund(s) (or a portion thereof) concerning securities transactions of the Covered Fund Fund(s) (or a portion thereof) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and VC I's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), VC I's Articles, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by VC I's Board of Directors and provided to the SUB-ADVISERADVISER in writing shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER will assist the Covered Fund(s) and its agents in determining whether prices obtained for valuation purposes accurately reflect the prices on the SUB-ADVISER's portfolio records relating to the extent permitted by applicable laws assets of the Covered Fund(s) for which the SUB-ADVISER has responsibility at such times as VALIC shall reasonably request; provided, however, that the parties acknowledge that the SUB-ADVISER is not the fund accounting agent for the Covered Fund(s) and the rules and regulations thereunder is not responsible for pricing determinations or calculations and any exemptive order currently in effectinformation provided pursuant to this position by SUB-ADVISER will be provided for information purposes only. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transaction, the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price portfolio transactions. Subject to approval by VC I's Board of the security, the financial condition Directors of appropriate policies and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund(s) with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports if in connection with the SUB-ADVISER’s investment advisory services which may be requested pursuant 's reasonable judgment such aggregation shall result in an overall economic benefit to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian of the Covered Fund (considering the “Custodian”)advantageous selling or purchase price, brokerage commission and other expenses. The SUB-ADVISER will arrange In accounting for the transmission to the Custodiansuch aggregated order price, commission and other expenses shall be averaged on a daily basis, per bond or share basis daily. VALIC acknowledges that the determination of such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect economic benefit to the Covered Fund. The Fund(s) by the SUB-ADVISER is authorized subjective and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as represents the SUB-ADVISER may designateADVISER's evaluation that the Covered Fund(s) is benefited by relatively better purchase or sales prices, all consistent with the powers, authorities lower commission expenses and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities beneficial timing of transactions or a combination of these and other property except as expressly provided for in this Agreementfactors. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, Fund(s) and to execute for the Covered Fund(s) as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and VC I's Board of Directors regarding the performance of its services under this Agreement. The SUB-ADVISER will vote make available to VALIC and VC I promptly upon their reasonable written request all proxies relating of the Covered Fund(s)' investment records and ledgers to securities held by a assist VALIC and VC I in compliance with respect to each Covered Fund's securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish VC I's Board of Directors such periodic and special reports as VALIC and VC I's Board of Directors may reasonably request. The SUB-ADVISER will vote all such proxies furnish to regulatory authorities any information or reports in accordance connection with such proxy voting guidelines services which may be requested in order to ascertain whether the operations of the Covered Fund(s) are being conducted in a manner consistent with applicable laws and procedures adopted regulations. Any information and advise furnished by any party to this agreement to the XX XX Board other party or parties shall be treated as confidential and shall not be disclosed to third parties without the consent of Trusteesthe other party hereto except as required by law, rule or regulation. VALIC mayNotwithstanding the foregoing, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating may disclose the total return earned by the Covered Fund(s) and may include such total return and related items in the calculation of composite performance information without prior approval by VALIC or the Board of Directors of VC I. Should VALIC at any time make any definite determination as to securities any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of VC I. The money and investments will be held by the Custodian of VC I. The SUB-ADVISER will arrange for the transmission to the Custodian for VC I, on a daily basis, such confirmation, trade tickets and other documents as may be necessary to enable it to perform its administrative responsibilities with respect to the Covered FundFund(s). VALIC will The SUB-ADVISER further shall have the authority to instruct the Custodian of VC I (i) to pay cash for securities and other parties providing services property delivered, or to XX XX promptly to forward be delivered, to the proxy voting service copies of Custodian for VC I (ii) to deliver securities and other property against payment for VC I, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all proxies consistent with the powers, authorities and shareholder communications relating to securities held by each Covered Fundlimitations set forth herein. The SUB-ADVISER shall not be responsible for (i) directing have the vote of any proxy; (ii) instructing authority to cause the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to deliver securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting property except as expressly provided for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factorsin this Agreement. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund VC I other than in furtherance of the SUB-ADVISER’s 's duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s 's expenses, except that VALIC shall in all events pay the compensation described in Section 3 2 of this the Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult is hereby prohibited from consulting with any other sub-adviser of the Covered Fund(s) (or a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, portion thereof) or any other sub-advisers adviser to other investments companies that are controlled by XX XX, a fund under common control with the Covered Fund(s) (or a portion thereof) concerning securities transactions of the Covered Fund Fund(s) (or a portion thereof) in securities or other assets. VALIC has retained a third-party to vote proxies for the Covered Fund(s). The SUB-ADVISER has no responsibility to vote proxies. The SUB-ADVISER makes no representation or warranty, other than for purposes express or implied, that any level of complying with performance or investment results will be achieved by the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 ActCovered Fund(s), whether on a relative or absolute basis.

SERVICES RENDERED AND EXPENSES. Paid by the PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and the FUND's Board of Trustees and in conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state laws and regulations, including section 817(h) of the Internal Revenue Code of 1986, as amended (the "Code"), the FUND's Declaration, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by the FUND's Board of Trustees shall: (a) manage the investment and reinvestment of the assets assets, other than cash, of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Funds including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER ADVISER, subject to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effectlaw. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best for the Covered Funds the most favorable overall price and execution. In seeking Subject to obtain best execution for any transaction, approval by the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth FUND's Board of the market in the security, the price Trustees of the security, the financial condition appropriate policies and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Funds to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services, including statistical data, to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with according to such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and the XX XX FUND's Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, the The SUB-ADVISER will promptly make available to VALIC and XX XX copies of the FUND promptly upon their reasonable request all of the Covered Funds' investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX the FUND in complying compliance with regulations applicable respect to the each Covered Fund’s 's securities transactions as required by the 1940 Act and the Advisers Act, the Advisers Act or any as well as other applicable lawlaws. The SUB-ADVISER will furnish to the XX XX FUND's Board of Trustees such periodic and special reports as VALIC and the XX XX FUND's Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports in connection with the SUB-ADVISER’s investment advisory such services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a the Covered Fund Funds are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not disclose any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any information obtained pursuant to this service relationship, and disclose such information only if VALIC or the Board of Trustees of the FUND has authorized such disclosure, or if such information is or hereafter becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state authorities. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Funds and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Trustees of the Fund. Should VALIC at any time make any definite determination as to investment policy and notify the SUB- ADVISER of such determination in writing, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fundthe FUND. The money and investments will be held by the custodian Custodian of the Covered Fund (the “Custodian”)FUND. The SUB-ADVISER will arrange for the transmission to the CustodianCustodian for the FUND, on a daily basis, such confirmationsconfirmation, trade tickets and/or and other documents as may be necessary to enable the Custodian it to perform its administrative responsibilities with respect to the Covered FundFunds. The SUB-ADVISER is authorized and empowered to instruct the Custodian (i) to pay will not perform cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC authorizes and empowers the SUB-ADVISER to direct the Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of a Covered Fund and, as agent and attorney-in-fact, to execute management services for the Covered Fund standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided aboveFunds. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved The cash management function will be performed by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. VALIC will vote all proxies relating to securities held by a Covered Fund. VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of Trustees. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a Covered Fund. VALIC will instruct the Custodian and other parties providing services to XX XX promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund the FUND other than in furtherance of the SUB-ADVISER’s 's duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s 's expenses, except that VALIC shall in all events pay the compensation described in Section 3 2 of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX XX, concerning transactions of the Covered Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and VC I's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), VC I's Articles, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by VC I's Board of Directors and provided to the SUB-ADVISERADVISER in writing, shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER will assist the Covered Fund(s) and its agents in determining whether prices obtained for valuation purposes accurately reflect the prices on the SUB-ADVISER's portfolio records relating to the extent permitted assets of the Covered Fund(s) for which the SUB-ADVISER has responsibility on a monthly basis (unless otherwise agreed upon by applicable laws the parties hereto) and at such other times as VALIC shall reasonably request; provided, however, that the rules parties acknowledge that the SUB-ADVISER is not the fund accounting agent for the Covered Fund(s) and regulations thereunder is not responsible for pricing determinations or calculations and any exemptive order currently in effectinformation provided pursuant to this position by SUB-ADVISER will be provided for information purposes only. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transaction, the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price portfolio transactions. Subject to approval by VC I's Board of the security, the financial condition Directors of appropriate policies and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, may direct the SUB-ADVISER will promptly make available to VALIC and XX XX copies use a particular broker or dealer for one or more trades if, in the sole opinion of all of VALIC, it is in the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports in connection with the SUB-ADVISER’s investment advisory services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian best interest of the Covered Fund (the “Custodian”)to do so. The Any such direction shall be in writing and in a form satisfactory to SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect to the Covered Fund. The SUB-ADVISER is authorized and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this AgreementADVISER. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, Fund(s) and to execute for the Covered Fund(s) as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and VC I's Board of Directors regarding the performance of its services under this Agreement. The SUB-ADVISER will vote make available to VALIC and VC I promptly upon their reasonable written request all proxies relating of the Covered Fund(s)' investment records and ledgers to securities held by a assist VALIC and VC I in compliance with respect to each Covered Fund's securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish VC I's Board of Directors such periodic and special reports as VALIC and VC I's Board of Directors may reasonably request. The SUB-ADVISER will vote all such proxies furnish to regulatory authorities any information or reports in accordance connection with such proxy voting guidelines services which may be requested in order to ascertain whether the operations of the Covered Fund(s) are being conducted in a manner consistent with applicable laws and procedures adopted by the XX XX Board of Trusteesregulations. VALIC mayThe SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, on certain and will keep confidential any non-routine matterspublic information obtained directly as a result of this service relationship, consult with and the SUB-ADVISER before voting proxies relating shall disclose such non-public information only if VALIC or the Board of Directors of VC I has authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or VC I to securities others becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Directors of VC I. The SUB-ADVISER will not hold money or investments on behalf of VC I. The money and investments will be held by the Custodian of VC I. The SUB-ADVISER will arrange for the transmission to the Custodian for VC I, on a daily basis, such confirmation, trade tickets and other documents as may be necessary to enable it to perform its administrative responsibilities with respect to the Covered FundFund(s). VALIC will The SUB-ADVISER further shall have the authority to instruct the Custodian of VC I (i) to pay cash for securities and other parties providing services to XX XX promptly to forward property delivered to the proxy voting service copies of Custodian for VC I (ii) to deliver securities and other property against payment for VC I, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all proxies consistent with the powers, authorities and shareholder communications relating to securities held by each Covered Fundlimitations set forth herein. The SUB-ADVISER shall not be responsible for (i) directing have the vote of any proxy; (ii) instructing authority to cause the Custodian or any to deliver securities and other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund property except as expressly provided for in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securitiesthis Agreement. The SUB-ADVISER may aggregate sales or and purchase orders placed or received for a of securities held by the Covered Fund Fund(s) with sales or purchase similar orders being made generally concurrently simultaneously for other accounts managed by the SUB-ADVISER or with any other Client Accountaccounts of the affiliates of the SUB-ADVISER, provided that if in the SUB-ADVISER’s 's reasonable judgment, including its consideration of various factors (including judgment such aggregation shall result in an overall economic benefit to the Covered Fund considering the advantageous selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the determination of such economic benefit to the Covered Fund(s) by the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable ADVISER is subjective and based on represents the SUB-ADVISER’s determination 's evaluation that a the Covered Fund may benefit Fund(s) is benefited by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund VC I other than in furtherance of the SUB-ADVISER’s 's duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s 's expenses, except that VALIC shall in all events pay the compensation described in Section 3 2 of this the Agreement. The VALIC and SUB-ADVISER shall not acknowledge that VC I will be ultimately responsible for bearing any cost or expense of a Covered Fund, such as the cost of any all brokerage commissions, taxes, Blue Sky qualification fees, outside auditing custodian fees and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a the Covered FundFund(s). The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult is hereby prohibited from consulting with any other sub-adviser of the Covered Fund(s) (or a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, portion thereof) or any other sub-advisers adviser to other investments companies that are controlled by XX XX, a fund under common control with the Covered Fund(s) (or a portion thereof) concerning securities transactions of the Covered Fund Fund(s) (or a portion thereof) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and NAF Variable's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), NAF Variable's Articles, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by NAF Variable's Board of Directors and provided to the SUB-ADVISERADVISER in writing shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered FundFunds, including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and; (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER will assist the Covered Funds and their agents in determining whether prices obtained for valuation purposes accurately reflect the prices on the SUB-ADVISER's portfolio records relating to the extent permitted assets of the Covered Funds for which the SUB-ADVISER has responsibility on a quarterly basis (unless otherwise agreed upon by applicable laws the parties hereto) and the rules and regulations thereunder and any exemptive order currently in effectat such other times as VALIC shall reasonably request. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Funds the best execution for any transaction, the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basisportfolio transactions. In selecting brokers or dealers to execute a particular transaction, the The SUB-ADVISER is authorized responsible for decisions to consider buy and sell securities for the “Covered Funds, broker-dealer selection, and negotiation of brokerage commission rates. Subject to approval by NAF Variable's Board of Directors of appropriate policies and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Funds to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER Notwithstanding the above, nothing shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports in connection with the SUB-ADVISER’s investment advisory services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian of the Covered Fund (the “Custodian”). The SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect to the Covered Fund. The SUB-ADVISER is authorized and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC authorizes and empowers require the SUB-ADVISER to direct the Custodian use a broker that provides research services or to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of use a Covered Fund and, as agent and attorney-in-fact, to execute for the Covered Fund standard customer agreements with such particular broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved recommended by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. VALIC will vote all proxies relating to securities held by a Covered Fund. VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of Trustees. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a Covered Fund. VALIC will instruct the Custodian and other parties providing services to XX XX promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate aggregate, or, if appropriate, cross sales or and purchase orders placed or received for a of securities held by the Covered Fund Funds with sales or purchase similar orders being made generally concurrently simultaneously for other accounts managed by the SUB-ADVISER or with any other Client Accountaccounts of the affiliates of the SUB-ADVISER, provided that if in the SUB-ADVISER’s 's reasonable judgment, including its consideration of various factors (including judgment such aggregation shall result in an overall economic benefit to the Covered Funds considering the advantageous selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales pricesIf any trades are crossed, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall may charge the Covered Funds for all purposes herein be deemed to be an independent contractor and shallreasonable expenses incurred in such cross-trades, unless otherwise provided excluding brokerage commissions, fees (other than customary transfer fees), or authorized, have no authority to act for or represent VALIC other remuneration paid in connection with the transaction. A transaction fee charged by a brokerage or a Covered Fund other than in furtherance of the SUB-ADVISER’s duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange custodial bank will be considered a customary transfer fee for others to pay, all of VALIC’s expenses, except that VALIC shall in all events pay the compensation described in Section 3 purposes of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX XX, concerning transactions of the Covered Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.VALIC acknowledges that

SERVICES RENDERED AND EXPENSES. Paid by the PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and the NAFV II Board of Trustees and in conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state laws and regulations, including section 817(h) of the Internal Revenue Code of 1986, as amended (the "Code"), the NAFV II Declaration, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by the NAFV II Board of Trustees shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER ADVISER, subject to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effectlaw. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best for the Covered Fund(s) the most favorable overall price and execution. In seeking Subject to obtain best execution for any transaction, approval by the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth NAFV II Board of the market in the security, the price Trustees of the security, the financial condition appropriate policies and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services, including statistical data, to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with according to such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and the XX XX NAFV II Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, the The SUB-ADVISER will promptly make available to VALIC and XX XX copies of NAFV II promptly upon their reasonable request all of the Covered Fund(s)' investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX NAFV II in complying compliance with regulations applicable respect to the each Covered Fund’s 's securities transactions as required by the 1940 Act and the Advisers Act, the Advisers Act or any as well as other applicable lawlaws. The SUB-ADVISER will furnish to the XX XX Board of Trustees such periodic and special reports as VALIC and the XX XX NAFV II Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports in connection with the SUB-ADVISER’s investment advisory such services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a the Covered Fund Fund(s) are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not disclose any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any information obtained pursuant to this service relationship, and disclose such information only if VALIC or the Board of Trustees has authorized such disclosure, or if such information is or hereafter becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state authorities. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Trustees of the Fund. Should VALIC at any time make any definite determination as to investment policy and notify the SUB-ADVISER of such determination in writing, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The SUB-ADVISER will not hold money or investments on behalf of a Covered the Fund. The money and investments will be held by the custodian Custodian of the Covered Fund (the “Custodian”)Fund. The SUB-ADVISER will arrange for the transmission to the CustodianCustodian for the Fund, on a daily basis, such confirmationsconfirmation, trade tickets and/or and other documents as may be necessary to enable the Custodian it to perform its administrative responsibilities with respect to the Covered Fund. The SUB-ADVISER is authorized and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC authorizes and empowers the SUB-ADVISER to direct the Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of a Covered Fund and, as agent and attorney-in-fact, to execute for the Covered Fund standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. VALIC will vote all proxies relating to securities held by a Covered Fund. VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of Trustees. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a Covered Fund. VALIC will instruct the Custodian and other parties providing services to XX XX promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expensesFund(s), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered the Fund other than in furtherance of the SUB-ADVISER’s 's duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s 's expenses, except that VALIC shall in all events pay the compensation described in Section 3 2 of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX XX, concerning transactions of the Covered Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and VC I's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), VC I's Articles, Bylaws, registration statements, prospectuses and stated investment objectives, policies and restrictions and any applicable procedures adopted by VC I's Board of Directors and provided to the SUB-ADVISER (provided, however that to the extent the SUB-ADVISER does not manage the entire portfolio of the Covered Funds, such conformity shall be measured only with respect to that portion of each Covered Fund's portfolio managed by the SUB-ADVISER) shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Funds including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER shall not be responsible for the administrative affairs of the Covered Fund, including pricing the Covered Fund. The SUB-ADVISER will provide reasonable assistance to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently VALIC to assist in effectpricing securities where market or broker quotations are not readily available. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Funds the best execution for any transaction, the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price portfolio transactions. If VC I's Board of the security, the financial condition Directors approves appropriate policies and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Funds to pay to a broker that provides such brokerage and research services an amount of disclosed a commission for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports if in connection with the SUB-ADVISER’s investment advisory services which may be requested pursuant 's reasonable judgment such aggregation shall result in an overall economic benefit to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in considering the advantageous selling or purchase price, brokerage commission and other expenses. In accounting for such aggregated order price, commission and other expenses shall be averaged on a manner consistent with applicable laws and regulationsper bond or share basis daily. The VALIC acknowledges that the determination of such economic benefit to the Covered Fund by the SUB-ADVISER will not hold money is subjective and represents the SUB-ADVISER's evaluation that the Covered Fund is benefited by relatively better purchase or investments on behalf sales prices, lower commission expenses and beneficial timing of transactions or a Covered Fundcombination of these and other factors. The money and investments will be held by VALIC may direct the custodian SUB-ADVISER to use a particular broker or dealer for one or more trades if, in the sole opinion of VALIC, it is in the best interest of the Covered Fund (the “Custodian”)to do so. The Any such direction shall be in writing and in a form satisfactory to SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect to the Covered Fund. The SUB-ADVISER is authorized and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this AgreementADVISER. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, and to execute for the Covered Fund as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and VC I's Board of Directors regarding the performance of its services under this Agreement. The SUB-ADVISER will vote make available to VALIC and VC I promptly upon their reasonable written request all proxies relating of the Covered Funds' investment records and ledgers to securities held by a assist VALIC and VC I in compliance with respect to each Covered Fund's securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish VC I's Board of Directors such periodic and special reports as VALIC and VC I's Board of Directors may reasonably request. The SUB-ADVISER will vote all such proxies furnish to regulatory authorities any information or reports in accordance connection with such proxy voting guidelines services which may be requested in order to ascertain whether the operations of the Covered Funds are being conducted in a manner consistent with applicable laws and procedures adopted by the XX XX Board of Trusteesregulations. VALIC mayThe SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, on certain and will keep confidential any non-routine matterspublic information obtained directly as a result of this service relationship, consult with and the SUB-ADVISER before voting proxies relating shall disclose such non-public information only if VALIC or the Board of Directors of VC I has authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or VC I to securities others becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Funds and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Trustees of VC I. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of VC I. The money and investments will be held by the Custodian of VC I. The SUB-ADVISER will arrange for the transmission to the Custodian for VC I, on a daily basis, such confirmation, trade tickets and other documents as may be necessary to enable it to perform its administrative responsibilities with respect to the Covered FundFunds. VALIC will The SUB-ADVISER further shall have the authority to instruct the Custodian of VC I (i) to pay cash for securities and other parties providing services property delivered, or to XX XX promptly to forward be delivered, to the proxy voting service copies of Custodian for VC I (ii) to deliver securities and other property against payment for VC I, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all proxies consistent with the powers, authorities and shareholder communications relating to securities held by each Covered Fundlimitations set forth herein. The SUB-ADVISER shall not be responsible for (i) directing have the vote of any proxy; (ii) instructing authority to cause the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to deliver securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting property except as expressly provided for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factorsin this Agreement. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund VC I other than in furtherance of the SUB-ADVISER’s 's duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s 's expenses, except that VALIC shall in all events pay the compensation described in Section 3 2 of this the Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult is hereby prohibited from consulting with any other sub-adviser of the Covered Fund(s) (or a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, portion thereof) or any other sub-advisers adviser to other investments companies that are controlled by XX XX, a fund under common control with the Covered Fund(s) (or a portion thereof) concerning securities transactions of the Covered Fund (s) (or a portion thereof) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and NAF Variable's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), NAF Variable's Articles, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by NAF Variable's Board of Directors and provided to the SUB-ADVISERADVISER in writing shall: (a) manage the investment and reinvestment of the assets assets(2), other than cash, of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Funds including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER will assist the Covered Fund and its agents in determining whether prices obtained for valuation purposes accurately reflect the prices on the SUB-ADVISER's portfolio records relating to the extent permitted assets of the Covered Fund for which the SUB-ADVISER has responsibility on a monthly basis (unless otherwise agreed upon by applicable laws the parties hereto) and the rules and regulations thereunder and any exemptive order currently in effectat such other times as VALIC shall reasonably request. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Funds the best execution for any transaction, the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price portfolio transactions. Subject to approval by NAF Variable's Board of the security, the financial condition Directors of appropriate policies and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Funds to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports in connection with the SUB-ADVISER’s investment advisory services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian of the Covered Fund (the “Custodian”). The SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect to the Covered Fund. The SUB-ADVISER is authorized and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC authorizes and empowers the SUB-ADVISER to direct the Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of a Covered Fund and, as agent and attorney-in-fact, to execute for the Covered Fund standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. VALIC will vote all proxies relating to securities held by a Covered Fund. VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of Trustees. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a Covered Fund. VALIC will instruct the Custodian and other parties providing services to XX XX promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that if in the SUB-ADVISER’s 's reasonable judgment, including its consideration of various factors (including judgment such aggregation shall result in an overall economic benefit to the Covered Fund considering the advantageous selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the determination of such economic benefit to the Covered Fund by the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable ADVISER is subjective and based on represents the SUB-ADVISER’s determination 's evaluation that a the Covered Fund may benefit is benefited by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund other than in furtherance of the SUB-ADVISER’s duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s expenses, except that VALIC shall in all events pay the compensation described in Section 3 of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX XX, concerning transactions of the Covered Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and VC I's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), VC I's Articles, Bylaws, registration statements, prospectuses and stated investment objectives, policies and restrictions and any applicable procedures adopted by VC I's Board of Directors and provided to the SUB-ADVISER (provided, however that to the extent the SUB-ADVISER does not manage the entire portfolio of the Covered Funds, such conformity shall be measured only with respect to that portion of each Covered Fund's portfolio managed by the SUB-ADVISER) shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Funds including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER shall not be responsible for the administrative affairs of the Covered Fund, including pricing the Covered Fund. The SUB-ADVISER will provide reasonable assistance to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently VALIC to assist in effectpricing securities where market or broker quotations are not readily available. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Funds the best execution for any transaction, the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price portfolio transactions. If VC I's Board of the security, the financial condition Directors approves appropriate policies and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Funds to pay to a broker that provides such brokerage and research services an amount of disclosed a commission for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports if in connection with the SUB-ADVISER’s investment advisory services which may be requested pursuant 's reasonable judgment such aggregation shall result in an overall economic benefit to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in considering the advantageous selling or purchase price, brokerage commission and other expenses. In accounting for such aggregated order price, commission and other expenses shall be averaged on a manner consistent with applicable laws and regulationsper bond or share basis daily. The VALIC acknowledges that the determination of such economic benefit to the Covered Fund by the SUB-ADVISER will not hold money is subjective and represents the SUB-ADVISER's evaluation that the Covered Fund is benefited by relatively better purchase or investments on behalf sales prices, lower commission expenses and beneficial timing of transactions or a Covered Fundcombination of these and other factors. The money and investments will be held by VALIC may direct the custodian SUB-ADVISER to use a particular broker or dealer for one or more trades if, in the sole opinion of VALIC, it is in the best interest of the Covered Fund (the “Custodian”)to do so. The Any such direction shall be in writing and in a form satisfactory to SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect to the Covered Fund. The SUB-ADVISER is authorized and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this AgreementADVISER. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, and to execute for the Covered Fund as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and VC I's Board of Directors regarding the performance of its services under this Agreement. The SUB-ADVISER will vote make available to VALIC and VC I promptly upon their reasonable written request all proxies relating of the Covered Funds' investment records and ledgers to securities held by a assist VALIC and VC I in compliance with respect to each Covered Fund's securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish VC I's Board of Directors such periodic and special reports as VALIC and VC I's Board of Directors may reasonably request. The SUB-ADVISER will vote all such proxies furnish to regulatory authorities any information or reports in accordance connection with such proxy voting guidelines services which may be requested in order to ascertain whether the operations of the Covered Funds are being conducted in a manner consistent with applicable laws and procedures adopted by the XX XX Board of Trusteesregulations. VALIC mayThe SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, on certain and will keep confidential any non-routine matterspublic information obtained directly as a result of this service relationship, consult with and the SUB-ADVISER before voting proxies relating shall disclose such non-public information only if VALIC or the Board of Directors of VC I has authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or VC I to securities others becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Funds and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Trustees of VC I. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of VC I. The money and investments will be held by the Custodian of VC I. The SUB-ADVISER will arrange for the transmission to the Custodian for VC I, on a daily basis, such confirmation, trade tickets and other documents as may be necessary to enable it to perform its administrative responsibilities with respect to the Covered FundFunds. VALIC will The SUB-ADVISER further shall have the authority to instruct the Custodian of VC I (i) to pay cash for securities and other parties providing services property delivered, or to XX XX promptly to forward be delivered, to the proxy voting service copies of Custodian for VC I (ii) to deliver securities and other property against payment for VC I, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all proxies consistent with the powers, authorities and shareholder communications relating to securities held by each Covered Fundlimitations set forth herein. The SUB-ADVISER shall not be responsible for (i) directing have the vote of any proxy; (ii) instructing authority to cause the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to deliver securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting property except as expressly provided for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factorsin this Agreement. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund VC I other than in furtherance of the SUB-ADVISER’s 's duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s 's expenses, except that VALIC shall in all events pay the compensation described in Section 3 of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX XX, concerning transactions 2 of the Covered Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 ActAgreement.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and VC I's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), VC I's Articles, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions (the "Investment Guidelines") and any applicable procedures adopted by VC I's Board of Directors and provided to the SUB-ADVISERADVISER in writing shall: (a) have full and complete discretion and authority to manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) have full and complete discretion and authority to maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER will assist the Covered Fund(s) and its agents in determining whether prices obtained for valuation purposes accurately reflect the prices on the SUB-ADVISER's portfolio records relating to the extent permitted assets of the Covered Fund(s) for which the SUB-ADVISER has responsibility on a monthly basis (unless otherwise agreed upon by applicable laws the parties hereto) and the rules and regulations thereunder and any exemptive order currently in effectat such other times as VALIC shall reasonably request. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transaction, the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price portfolio transactions. Subject to approval by VC I's Board of the security, the financial condition Directors of appropriate policies and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XXnot be responsible for any acts or omissions by any broker or brokers, provided that the SUB-ADVISER will promptly make available to VALIC and XX XX copies is not negligent in the selection of all of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act such broker or any other applicable lawbrokers. The SUB-ADVISER will furnish to may aggregate sales and purchase orders of securities held by the XX XX Board of Trustees such periodic and special reports as VALIC and Covered Fund(s) with similar orders being made simultaneously for other accounts managed by the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities or with jurisdiction over accounts of the affiliates of the SUB-ADVISER, VALIC and/or XX XX any information or reports if in connection with the SUB-ADVISER’s investment advisory services which may be requested pursuant 's reasonable judgment such aggregation shall result in an overall economic benefit to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in considering the advantageous selling or purchase price, brokerage commission and other expenses. In accounting for such aggregated order price, commission and other expenses shall be averaged on a manner consistent with applicable laws and regulationsper bond or share basis daily. The VALIC acknowledges that the determination of such economic benefit to the Covered Fund(s) by the SUB-ADVISER will not hold money is subjective and represents the SUB-ADVISER's evaluation that the Covered Fund(s) is benefited by relatively better purchase or investments on behalf sales prices, lower commission expenses and beneficial timing of transactions or a Covered Fundcombination of these and other factors. The money and investments will be held by VALIC may direct the custodian SUB-ADVISER to use a particular broker or dealer for one or more trades if, in the sole opinion of VALIC, it is in the best interest of the Covered Fund (the “Custodian”)to do so. The Any such direction shall be in writing and in a form satisfactory to SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect to the Covered Fund. The SUB-ADVISER is authorized and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this AgreementADVISER. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, Fund(s) and to execute for the Covered Fund(s) as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and VC I's Board of Directors regarding the performance of its services under this Agreement. The SUB-ADVISER will vote make available to VALIC and VC I promptly upon their reasonable written request all proxies relating of the Covered Fund(s)' investment records and ledgers to securities held by a assist VALIC and VC I in compliance with respect to each Covered Fund's securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish VC I's Board of Directors such periodic and special reports as VALIC and VC I's Board of Directors may reasonably request. The SUB-ADVISER will vote all such proxies furnish to regulatory authorities any information or reports in accordance connection with such proxy voting guidelines services which may be requested in order to ascertain whether the operations of the Covered Fund(s) are being conducted in a manner consistent with applicable laws and procedures adopted by the XX XX Board of Trusteesregulations. VALIC mayThe SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, on certain and will keep confidential any non-routine matterspublic information obtained directly as a result of this service relationship, consult with and the SUB-ADVISER before voting proxies relating shall disclose such non-public information only if VALIC or the Board of Directors of VC I has authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or VC I to securities others becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities or Court of Law of competent jurisdiction, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Directors of VC I. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of VC I. The money and investments will be held by the Custodian of VC I. The SUB-ADVISER will arrange for the transmission to the Custodian for VC I, on a daily basis, such confirmation, trade tickets and other documents as may be necessary to enable it to perform its administrative responsibilities with respect to the Covered FundFund(s). VALIC will The SUB-ADVISER further shall have the authority to instruct the Custodian of VC I (i) to pay cash for securities and other parties providing services property delivered, or to XX XX promptly to forward be delivered, to the proxy voting service copies of Custodian for VC I (ii) to deliver securities and other property against payment for VC I, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all proxies consistent with the powers, authorities and shareholder communications relating to securities held by each Covered Fundlimitations set forth herein. The SUB-ADVISER shall not be responsible for (i) directing have the vote of any proxy; (ii) instructing authority to cause the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to deliver securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting property except as expressly provided for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factorsin this Agreement. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund VC I other than in furtherance of the SUB-ADVISER’s 's duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s 's expenses, except that VALIC shall in all events pay the compensation described in Section 3 2 of this the Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult is hereby prohibited from consulting with any other sub-adviser of the Covered Fund(s) (or a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, portion thereof) or any other sub-advisers adviser to other investments companies that are controlled by XX XX, a fund under common control with the Covered Fund(s) (or a portion thereof) concerning securities transactions of the Covered Fund Fund(s) (or a portion thereof) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and VC I's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), VC I's Articles, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by VC I's Board of Directors and provided to the SUB-ADVISERADVISER in writing, shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER will assist the Covered Fund(s) and its agents in determining whether prices obtained by the Covered Fund(s) and its agents for valuation purposes are consistent with the prices on the SUB-ADVISER's portfolio records relating to the extent permitted by applicable laws assets of the Covered Fund(s) for which the SUB-ADVISER has responsibility at such times as VALIC shall reasonably request; provided, however, that the parties acknowledge that the SUB-ADVISER is not the fund accounting agent for the Covered Fund(s) and the rules and regulations thereunder is not responsible for pricing determinations or calculations and any exemptive order currently in effectinformation provided pursuant to this position by SUB-ADVISER will be provided for information purposes only. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transactionof portfolio transactions, under the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth circumstances of the market in the security, the price of the security, the financial condition and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction each trade and on a continuing basisthe basis of all relevant factors and considerations. In selecting brokers or dealers Subject to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage approval by VC I's Board of Directors of appropriate policies and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund(s) with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports if in connection the SUB-ADVISER's reasonable judgment such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s investment advisory services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian of the Covered Fund (the “Custodian”). The SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect 'S fiduciary obligations to the Covered FundFund(s) and its other clients, considering factors such as the advantageous selling or purchase price, brokerage commission and other expenses. The In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the determination whether such aggregation is fair and reasonable by the SUB-ADVISER is authorized subjective and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as represents the SUB-ADVISER ADVISER's evaluation that the Covered Fund(s) may designatebenefit by relatively better purchase or sales prices, all consistent with the powers, authorities lower commission expenses and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities beneficial timing of transactions or a combination of these and other property except as expressly provided for in this Agreementfactors. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, Fund(s) and to execute for the Covered Fund(s) as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and VC I's Board of Directors regarding the performance of its services under this Agreement. The SUB-ADVISER will make available to VALIC and VC I promptly upon their reasonable written request all of the Covered Fund(s)' investment records and ledgers to assist VALIC and VC I in compliance with respect to each Covered Fund's securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish VC I's Board of Directors such periodic and special reports as VALIC and VC I's Board of Directors may reasonably request. The SUB-ADVISER will furnish to regulatory authorities any information or reports in connection with such services which may be requested in order to ascertain whether the operations of the Covered Fund(s) are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any non-public information obtained directly as a result of this service relationship, and the SUB-ADVISER shall disclose such non-public information only if VALIC or the Board of Directors of VC I has authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or VC I to others becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities or Court of Law of competent jurisdiction, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Directors of VC I. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of VC I. The money and investments will be held by the Custodian of VC I. The SUB-ADVISER will arrange for the transmission to the Custodian for VC I, on a daily basis, such confirmation, trade tickets and other documents as may be necessary to enable it to perform its administrative responsibilities with respect to the Covered Fund(s). The SUB-ADVISER further shall have the authority to instruct the Custodian of VC I (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian for VC I (ii) to deliver securities and other property against payment for VC I, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC will vote all proxies relating to securities held by a the Covered FundFund(s). VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of TrusteesDirectors. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a the Covered FundFund(s). VALIC will instruct the Custodian and other parties providing services to XX XX VC I promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expensesFund(s), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund VC I other than in furtherance of the SUB-ADVISER’s 's duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s 's expenses, except that VALIC shall in all events pay the compensation described in Section 3 2 of this the Agreement. The SUB-ADVISER is hereby prohibited from consulting with any other sub-adviser of the Covered Fund(s) (or a portion thereof) or any other sub-adviser to a fund under common control with the Covered Fund(s) (or a portion thereof) concerning securities transactions of the Covered Fund(s) (or a portion thereof) in securities or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder. SUB-ADVISER shall not be responsible for bearing taking any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or action on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX XX, concerning transactions of the Covered Fund Funds in connection with class action lawsuits involving portfolio securities or other assets, other than for purposes of complying with owned by the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 ActCovered Funds.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and NAFV II's Board of Trustees and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), NAFV II's Declaration, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by NAFV II's Board of Trustees and provided to the SUB-ADVISERADVISER in writing, shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered FundFund(s), including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each the Covered Fund’s Fund(s)'s portfolio, and the formulation and implementation of investment programs; and (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each the Covered Fund’s Fund(s)'s account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER ADVISER, subject to applicable law. In order to assist the Covered Fund(s) and its agents in determining whether prices obtained for valuation and/or audit purposes accurately reflect the prices on the SUB-ADVISER's portfolio records (relating to the extent permitted by applicable laws and assets of the rules and regulations thereunder and any exemptive order currently in effect. In selecting brokers or dealers to execute transactions on behalf of Covered Fund(s)), upon a Covered Fundreasonable request, the SUB-ADVISER will attempt provide access to obtain best executionprices, pricing information or methodology SUB-ADVISER has used or obtained for SUB-ADVISER's proprietary portfolios. In seeking to obtain best execution for any transactionperforming the services described in paragraph (b) above, the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the brokers or dealers and the reasonableness of the commission, if any, shall use its best efforts to obtain for the specific transaction Covered Fund(s) the best execution of portfolio transactions. Subject to approval by NAFV II's Board of Trustees of appropriate policies and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund(s) with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports if in connection with the SUB-ADVISER’s investment advisory services which may be requested pursuant to 's reasonable judgment such regulator’s authority aggregation shall result in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian of the Covered Fund (the “Custodian”). The SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect an overall economic benefit to the Covered FundFund(s) considering the advantageous selling or purchase price, brokerage commission and other expenses. The In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the determination of such economic benefit to the Covered Fund(s) by the SUB-ADVISER is authorized subjective and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as represents the SUB-ADVISER may designateADVISER's evaluation that the Covered Fund(s) is benefited by relatively better purchase or sales prices, all consistent with the powers, authorities lower commission expenses and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities beneficial timing of transactions or a combination of these and other property except as expressly provided for in this Agreementfactors. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund(s)'s Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, Fund(s) and to execute for the Covered Fund(s) as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. VALIC will vote all proxies relating to securities held by a Covered Fund. VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of Trustees. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a Covered Fund. VALIC will instruct the Custodian and other parties providing services to XX XX promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund other than in furtherance of the SUB-ADVISER’s duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s expenses, except that VALIC shall in all events pay the compensation described in Section 3 of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX XX, concerning transactions of the Covered Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.the

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and VC I's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), VC I's Articles, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by VC I's Board of Directors and provided to the SUB-ADVISERADVISER in writing, shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER will assist the Covered Fund(s) and its agents in determining whether prices obtained by the Covered Fund(s) and its agents for valuation purposes are consistent with the prices on the SUB-ADVISER's portfolio records relating to the extent permitted by applicable laws assets of the Covered Fund(s) for which the SUB-ADVISER has responsibility at such times as VALIC shall reasonably request; provided, however, that the parties acknowledge that the SUB-ADVISER is not the fund accounting agent for the Covered Fund(s) and the rules and regulations thereunder is not responsible for pricing determinations or calculations and any exemptive order currently in effectinformation provided pursuant to this position by SUB-ADVISER will be provided for information purposes only. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transactionof portfolio transactions, under the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth circumstances of the market in the security, the price of the security, the financial condition and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction each trade and on a continuing basisthe basis of all relevant factors and considerations. In selecting brokers or dealers Subject to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage approval by VC I's Board of Directors of appropriate policies and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund(s) with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports if in connection the SUB-ADVISER's reasonable judgment such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s investment advisory services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian of the Covered Fund (the “Custodian”). The SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect 'S fiduciary obligations to the Covered FundFund(s) and its other clients, considering factors such as the advantageous selling or purchase price, brokerage commission and other expenses. The In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the determination whether such aggregation is fair and reasonable by the SUB-ADVISER is authorized subjective and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as represents the SUB-ADVISER ADVISER's evaluation that the Covered Fund(s) may designatebenefit by relatively better purchase or sales prices, all consistent with the powers, authorities lower commission expenses and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities beneficial timing of transactions or a combination of these and other property except as expressly provided for in this Agreementfactors. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, Fund(s) and to execute for the Covered Fund(s) as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and VC I's Board of Directors regarding the performance of its services under this Agreement. The SUB-ADVISER will make available to VALIC and VC I promptly upon their reasonable written request all of the Covered Fund(s)' investment records and ledgers to assist VALIC and VC I in compliance with respect to each Covered Fund's securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish VC I's Board of Directors such periodic and special reports as VALIC and VC I's Board of Directors may reasonably request. The SUB-ADVISER will furnish to regulatory authorities any information or reports in connection with such services which may be requested in order to ascertain whether the operations of the Covered Fund(s) are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any non-public information obtained directly as a result of this service relationship, and the SUB-ADVISER shall disclose such non-public information only if VALIC or the Board of Directors of VC I has authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or VC I to others or becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities or Court of Law of competent jurisdiction, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Directors of VC I. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, upon the SUB-ADVISER's acknowledgment in writing, or via email, of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of VC I. The money and investments will be held by the Custodian of VC I. The SUB-ADVISER will arrange for the transmission to the Custodian for VC I, on a daily basis, such confirmation, trade tickets and other documents as may be necessary to enable it to perform its administrative responsibilities with respect to the Covered Fund(s). The SUB-ADVISER further shall have the authority to instruct the Custodian of VC I (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian for VC I, (ii) to deliver securities and other property against payment for VC I, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC will vote all proxies relating to securities held by a the Covered FundFund(s). VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of TrusteesDirectors. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a the Covered FundFund(s). VALIC will instruct the Custodian and other parties providing services to XX XX promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund other than in furtherance of the SUB-ADVISER’s duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s expenses, except that VALIC shall in all events pay the compensation described in Section 3 of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX XX, concerning transactions of the Covered Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.services

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and NAF Variable's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), NAF Variable's Articles, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by NAF Variable's Board of Directors and provided to the SUB-ADVISERADVISER shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Funds including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER will assist the Covered Funds and its agents in determining whether prices obtained for valuation purposes accurately reflect the prices on the SUB-ADVISER's portfolio records relating to the extent permitted assets of the Covered Funds for which the SUB-ADVISER has responsibility on a monthly basis (unless otherwise agreed upon by applicable laws the parties hereto) and the rules and regulations thereunder and any exemptive order currently in effectat such other times as VALIC shall reasonably request. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Funds the best execution for any transaction, the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price portfolio transactions. Subject to approval by NAF Variable's Board of the security, the financial condition Directors of appropriate policies and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Funds to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Funds with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports in connection with the SUB-ADVISER’s investment advisory services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian of the Covered Fund (the “Custodian”). The SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect to the Covered Fund. The SUB-ADVISER is authorized and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC authorizes and empowers the SUB-ADVISER to direct the Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of a Covered Fund and, as agent and attorney-in-fact, to execute for the Covered Fund standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. VALIC will vote all proxies relating to securities held by a Covered Fund. VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of Trustees. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a Covered Fund. VALIC will instruct the Custodian and other parties providing services to XX XX promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that if in the SUB-ADVISER’s 's reasonable judgment, including its consideration of various factors (including judgment such aggregation shall result in an overall economic benefit to the Covered Funds considering the advantageous selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the determination of such economic benefit to the Covered Funds by the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable ADVISER is subjective and based on represents the SUB-ADVISER’s determination 's evaluation that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund other than in furtherance of the SUB-ADVISER’s duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s expenses, except that VALIC shall in all events pay the compensation described in Section 3 of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX XX, concerning transactions of the Covered Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.Funds is

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and the XX XX Board of Trustees and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), the XX XX Declaration, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by the XX XX Board of Trustees and provided to the SUB-ADVISERADVISER in writing, shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER will assist the Covered Fund(s) and its agents in determining whether prices obtained for valuation purposes accurately reflect the prices on the SUB-ADVISER's portfolio records relating to the extent permitted assets of the Covered Fund(s) for which the SUB-ADVISER has responsibility on a monthly basis (unless otherwise agreed upon by applicable laws the parties hereto) and at such other times as VALIC shall reasonably request; provided, however, that the rules parties acknowledge that the SUB-ADVISER is not the fund accounting agent for the Covered Fund(s) and regulations thereunder is not responsible for pricing determinations or calculations and any exemptive order currently in effectinformation provided pursuant to this position by SUB-ADVISER will be provided for information purposes only. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transaction, of portfolio transactions. Subject to approval by the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth XX XX Board of the market in the security, the price Trustees of the security, the financial condition appropriate policies and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, may direct the SUB-ADVISER will promptly make available to VALIC and XX XX copies use a particular broker or dealer for one or more trades if, in the sole opinion of all of VALIC, it is in the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports in connection with the SUB-ADVISER’s investment advisory services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian best interest of the Covered Fund (the “Custodian”)to do so. The Any such direction shall be in writing and in a form satisfactory to SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect to the Covered Fund. The SUB-ADVISER is authorized and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this AgreementADVISER. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, Fund(s) and to execute for the Covered Fund(s) as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. VALIC will vote all proxies relating to securities held by a Covered Fund. VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of Trustees. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a Covered Fund. VALIC will instruct the Custodian and other parties providing services to XX XX promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund other than in furtherance of the SUB-ADVISER’s duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s expenses, except that VALIC shall in all events pay the compensation described in Section 3 of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX XX, concerning transactions of the Covered Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.the

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and NAF Variable's Board of Trustees and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), NAF Variable's Declaration of Trust, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by NAF Variable's Board of Trustees and provided to the SUB-ADVISERADVISER in writing, shall: (a) manage the investment and reinvestment of the assets assets, other than cash, of each Covered Fund, and conduct an investment evaluation for each the Covered Fund, including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each the Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each the Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER ADVISER, subject to applicable law. In order to assist the Covered Fund and its agents in determining whether prices obtained for valuation and/or audit purposes accurately reflect the prices on the SUB-ADVISER's portfolio records (relating to the extent permitted by applicable laws and assets of the rules and regulations thereunder and any exemptive order currently in effect. In selecting brokers or dealers to execute transactions on behalf of a Covered Fund), upon a reasonable request, the SUB-ADVISER will attempt provide access to obtain best executionprices, pricing information or methodology SUB-ADVISER has used or obtained for SUB-ADVISER's proprietary portfolios. In seeking to obtain best execution for any transactionperforming the services described in paragraph (b) above, the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the brokers or dealers and the reasonableness of the commission, if any, shall use its best efforts to obtain for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any best execution of its affiliates exercise discretion (“Client Accounts”)portfolio transactions. As permitted Subject to approval by Section 28(e) NAF Variable's Board of the 1934 ActTrustees of appropriate policies and procedures, the SUB-ADVISER may cause a the Covered Fund to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER may aggregate sales and purchase orders of securities held by the Covered Fund with similar orders being made simultaneously for other accounts managed by the SUB-ADVISER or with accounts of the affiliates of the SUB-ADVISER, if in the SUB-ADVISER's reasonable judgment such aggregation shall result in an overall economic benefit to the Covered Fund considering the advantageous selling or purchase price, brokerage commission and other expenses. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the determination of such economic benefit to the Covered Fund by the SUB-ADVISER is subjective and represents the SUB-ADVISER's evaluation that the Covered Fund is benefited by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called "brokerage accounts") for and in the name of the Covered Fund and to execute for the Covered Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, and shall work with VALIC to execute such brokerage account documents. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and the XX XX NAF Variable's Board of Trustees regarding the performance of its services under this Agreement. Upon receiving written request from VALIC and/or XX XX, the The SUB-ADVISER will promptly make available to VALIC and XX XX copies of NAF Variable promptly upon their reasonable written request all of the Covered Fund's investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX NAF Variable in complying compliance with regulations applicable respect to the each Covered Fund’s 's securities transactions as required by the 1940 Act and the Advisers Act, the Advisers Act or any as well as other applicable lawlaws. The SUB-ADVISER will furnish to the XX XX NAF Variable's Board of Trustees such periodic and special reports as VALIC and the XX XX NAF Variable's Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports in connection with the SUB-ADVISER’s investment advisory such services which may be requested pursuant to such regulator’s authority in order to ascertain whether the operations of a the Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not disclose or use any records or information, such as portfolio composition, obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any non-public information obtained directly as a result of this service relationship. The SUB-ADVISER shall disclose such non-public information only if VALIC or the Board of Trustees of NAF Variable has authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or NAF Variable to others, or becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Trustees of NAF Variable. VALIC or NAF Variable will not disclose or use any SUB-ADVISER records or information, such as portfolio composition, obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any non-public information obtained directly as a result of this service relationship. VALIC or NAF Variable shall disclose such non-public information only if SUB-ADVISER has authorized such disclosure, or if such information is or hereafter otherwise is known by NAF Variable or has been disclosed, directly or indirectly, by SUB-ADVISER to others, or becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities, or to the extent such disclosure is reasonably required by auditors or attorneys of VALIC or NAF Variable in connection with the performance of their professional services. Notwithstanding the foregoing, VALIC or NAF Variable may disclose the total return earned by the Covered Fund and may include such total return in the calculation of composite performance information without prior approval by SUB-ADVISER. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of a Covered FundNAF Variable. The money and investments will be held by the custodian Custodian of the Covered Fund (the “Custodian”)NAF Variable. The SUB-ADVISER will arrange for the transmission to the CustodianCustodian for NAF Variable , on a daily basis, such confirmationsconfirmation, trade tickets and/or and other documents as may be necessary to enable the Custodian it to perform its administrative responsibilities with respect to the Covered Fund. The SUB-ADVISER is authorized and empowered further shall have the authority to instruct the Custodian of NAF Variable : (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, Custodian for NAF Variable ; (ii) to deliver securities and other property against payment for beneficial interests in XX XXNAF Variable , and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement. VALIC authorizes and empowers the SUB-ADVISER to direct the Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of a Covered Fund and, as agent and attorney-in-fact, to execute for the Covered Fund standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. VALIC will vote all proxies relating to securities held by a Covered Fund. VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the XX XX Board of Trustees. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a Covered Fund. VALIC will instruct the Custodian and other parties providing services to XX XX promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered the Fund other than in furtherance of the SUB-ADVISER’s 's duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s 's expenses, except that VALIC shall in all events pay the compensation described in Section 3 of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX XX, concerning transactions 2 of the Covered Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 ActAgreement.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and VC II's Board of Trustees and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), VC II's Declaration, Bylaws, registration statements, prospectuses and stated investment objectives, policies and restrictions and any applicable procedures adopted by VC II's Board of Trustees and provided to the SUB-ADVISERADVISER shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER shall not be responsible for the administrative affairs of the Covered Fund, including pricing the Covered Fund. The SUB-ADVISER will provide reasonable assistance to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently VALIC to assist in effectpricing securities where market or broker quotations are not readily available. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transaction, the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price portfolio transactions. If VC II's Board of the security, the financial condition Trustees approves appropriate policies and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed a commission for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports if in connection with the SUB-ADVISER’s investment advisory services which may be requested pursuant 's reasonable judgment such aggregation shall result in an overall economic benefit to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in considering the advantageous selling or purchase price, brokerage commission and other expenses. In accounting for such aggregated order price, commission and other expenses shall be averaged on a manner consistent with applicable laws and regulationsper bond or share basis daily. The VALIC acknowledges that the determination of such economic benefit to the Covered Fund by the SUB-ADVISER will not hold money is subjective and represents the SUB-ADVISER's evaluation that the Covered Fund is benefited by relatively better purchase or investments on behalf sales prices, lower commission expenses and beneficial timing of transactions or a Covered Fundcombination of these and other factors. The money and investments will be held by VALIC may direct the custodian SUB-ADVISER to use a particular broker or dealer for one or more trades if, in the sole opinion of VALIC, it is in the best interest of the Covered Fund (the “Custodian”)to do so. The Any such direction shall be in writing and in a form satisfactory to SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect to the Covered Fund. The SUB-ADVISER is authorized and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this AgreementADVISER. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, and to execute for the Covered Fund as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and VC II's Board of Trustees regarding the performance of its services under this Agreement. The SUB-ADVISER will vote make available to VALIC and XX XX promptly upon their reasonable written request all proxies relating of the Covered Fund(s)' investment records and ledgers to securities held by a assist VALIC and XX XX in compliance with respect to each Covered Fund's securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish VC II's Board of Trustees such periodic and special reports as VALIC and VC II's Board of Trustees may reasonably request. The SUB-ADVISER will vote all such proxies furnish to regulatory authorities any information or reports in accordance connection with such proxy voting guidelines services which may be requested in order to ascertain whether the operations of the Covered Fund(s) are being conducted in a manner consistent with applicable laws and procedures adopted by the XX XX Board of Trusteesregulations. VALIC mayThe SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, on certain and will keep confidential any non-routine matterspublic information obtained directly as a result of this service relationship, consult with and the SUB-ADVISER before voting proxies relating shall disclose such non-public information only if VALIC or the Board of Trustees of XX XX has authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or XX XX to securities others becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Trustees of XX XX. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of XX XX. The money and investments will be held by the Custodian of XX XX. The SUB-ADVISER will arrange for the transmission to the Custodian for XX XX, on a daily basis, such confirmation, trade tickets and other documents as may be necessary to enable it to perform its administrative responsibilities with respect to the Covered FundFund(s). VALIC will The SUB-ADVISER further shall have the authority to instruct the Custodian of XX XX (i) to pay cash for securities and other parties providing services property delivered, or to be delivered, to the Custodian for XX XX promptly (ii) to forward deliver securities and other property against payment for XX XX, and (iii) to transfer assets and funds to such brokerage accounts as the proxy voting service copies of SUB-ADVISER may designate, all proxies consistent with the powers, authorities and shareholder communications relating to securities held by each Covered Fundlimitations set forth herein. The SUB-ADVISER shall not be responsible for (i) directing have the vote of any proxy; (ii) instructing authority to cause the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to deliver securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting property except as expressly provided for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factorsin this Agreement. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund XX XX other than in furtherance of the SUB-ADVISER’s 's duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s 's expenses, except that VALIC shall in all events pay the compensation described in Section 3 of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX XX, concerning transactions 2 of the Covered Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 ActAgreement.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and VC II's Board of Trustees and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), VC II's Agreement and Declaration of Trust, registration statements, prospectuses and stated investment objectives, policies and restrictions and any applicable procedures adopted by VC II's Board of Trustees and provided to the SUB-ADVISERADVISER shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER shall not be responsible for the administrative affairs of the Covered Fund(s), including pricing the Covered Fund(s). The SUB-ADVISER will provide reasonable assistance to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently VALIC to assist in effectpricing securities where market or broker quotations are not readily available. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transaction, the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price portfolio transactions. If VC II's Board of the security, the financial condition Trustees approves appropriate policies and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed a commission for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund(s) with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports if in connection with the SUB-ADVISER’s investment advisory services which may 's reasonable judgment such aggregation shall result in an overall economic benefit to the Covered Fund(s) considering the advantageous selling or purchase price, brokerage commission and other expenses. In accounting for such aggregated order price, commission and other expenses shall be requested pursuant averaged on a per bond or share basis daily. VALIC acknowledges that the determination of such economic benefit to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian of the Covered Fund (by the “Custodian”). The SUB-ADVISER will arrange for the transmission to the Custodian, on a daily basis, such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect to the Covered Fund. The SUB-ADVISER is authorized subjective and empowered to instruct represents the Custodian (i) to pay cash for securities SUB-ADVISER's evaluation that the Covered Fund is benefited by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as factors. VALIC may direct the SUB-ADVISER may designateto use a particular broker or dealer for one or more trades if, all consistent with in the powerssole opinion of VALIC, authorities it is in the best interest of the Covered Fund(s) to do so. Any such direction shall be in writing and limitations set forth herein. The in a form satisfactory to SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this AgreementADVISER. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, Fund(s) and to execute for the Covered Fund(s) as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund Fund(s) as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund Fund(s) original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and VC II's Board of Trustees regarding the performance of its services under this Agreement. The SUB-ADVISER will vote make available to VALIC and VC II promptly upon their reasonable written request all proxies relating xx xhe Covered Fund(s)' investment records and ledgers to securities held by a assist VALIC and VC II in compliance with respect to each Covered Fund's xxxxxities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish VC II's Board of Trustees such periodic and special reports as VALIC and VC II's Board of Trustees may reasonably request. The SUB-ADVISER will vote all such proxies furnish to regulatory authorities any information or reports in accordance connection with such proxy voting guidelines services which may be requested in order to ascertain whether the operations of the Covered Fund(s) are being conducted in a manner consistent with applicable laws and procedures adopted by the XX XX Board of Trusteesregulations. VALIC mayThe SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, on certain and will keep confidential any non-routine matterspublic information obtained directly as a result of this service relationship, consult with and the SUB-ADVISER before voting proxies relating shall disclose such non-public information only if VALIC or the Board of Trustees of VC II has authorized such disclosure, or if such information is ox hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or VC II to securities others becomes ascertainable from public or pubxxxxxd information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Trustees of VC II. Should VALIC at any time make any definite deterxxxxxxon as to any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of VC II. The money and investments will be held by the Cusxxxxxx of VC II. The SUB-ADVISER will arrange for the transmission xx xxe Custodian for VC II, on a daily basis, such confirmation, trade ticketx xxx xxxxx documents as may be necessary to enable it to perform its administrative responsibilities with respect to the Covered FundFund(s). VALIC will The SUB-ADVISER further shall have the authority to instruct the Custodian of VC II (i) to pay cash for securities and other parties providing services property xxxxxered, or to XX XX promptly to forward be delivered, to the proxy voting service copies of Custodian for VC II (ii) to deliver securities and other property agaixxx xayment for VC II, and (iii) to transfer assets and funds to such brxxxxxge accounts as the SUB-ADVISER may designate, all proxies consistent with the powers, authorities and shareholder communications relating to securities held by each Covered Fundlimitations set forth herein. The SUB-ADVISER shall not be responsible for (i) directing have the vote of any proxy; (ii) instructing authority to cause the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to deliver securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting property except as expressly provided for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factorsin this Agreement. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund VC II other than in furtherance of the SUB-ADVISER’s duties and 's dutxxx xnd responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s 's expenses, except that VALIC shall in all events pay the compensation described in Section 3 of this Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult with any other sub-adviser of a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, or any other sub-advisers to other investments companies that are controlled by XX XX, concerning transactions 2 of the Covered Fund in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 ActAgreement.

SERVICES RENDERED AND EXPENSES. Paid PAID BY THE SUB-ADVISER The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and VC I's Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), VC I's Articles, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by VC I's Board of Directors and provided to the SUB-ADVISERADVISER in writing, shall: (a) manage the investment and reinvestment of the assets of each the Covered Fund, and conduct an investment evaluation for each Covered Fund, Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination, in its discretion without prior consultation with VALIC or the XX XX Board of Trustees, determination of the industries, securities industries and other investments companies to be represented in each Covered Fund’s 's portfolio, and the formulation and implementation of investment programs; and. (b) maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts and options thereon) for each Covered Fund’s 's account with brokers or dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, including any brokers or dealers that may be affiliated with the SUB-ADVISER to the extent permitted by applicable laws and the rules and regulations thereunder and any exemptive order currently in effect, or arrange for any other entity to provide a trading desk and to place orders with brokers and dealers (including futures commission merchants) selected by the SUB-ADVISER in the SUB-ADVISER’s discretion, subject to the SUB-ADVISER’s 's control, direction, and supervision, including any which brokers or dealers that may be include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law. The SUB-ADVISER will assist the Covered Fund(s) and its agents in determining whether prices obtained for valuation purposes accurately reflect the prices on the SUB-ADVISER's portfolio records relating to the extent permitted by applicable laws assets of the Covered Fund(s) for which the SUB-ADVISER has responsibility at such times as VALIC shall reasonably request; provided, however, that the parties acknowledge that the SUB-ADVISER is not the fund accounting agent for the Covered Fund(s) and the rules and regulations thereunder is not responsible for pricing determinations or calculations and any exemptive order currently in effectinformation provided pursuant to this position by SUB-ADVISER will be provided for information purposes only. In selecting brokers or dealers to execute transactions on behalf of a Covered Fundperforming the services described in paragraph (b) above, the SUB-ADVISER will attempt shall use its best efforts to obtain best execution. In seeking to obtain for the Covered Fund(s) the best execution for any transaction, the SUB-ADVISER will consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price portfolio transactions. Subject to approval by VC I's Board of the security, the financial condition Directors of appropriate policies and execution capability of the brokers or dealers and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, the SUB-ADVISER is authorized to consider the “brokerage and research services” (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Covered Fund and/or other accounts over which the SUB-ADVISER or any of its affiliates exercise discretion (“Client Accounts”). As permitted by Section 28(e) of the 1934 Actprocedures, the SUB-ADVISER may cause a the Covered Fund Fund(s) to pay to a broker that provides such brokerage and research services an amount of disclosed commission a commission, for effecting a portfolio transaction for the Covered Fund transaction, in excess of the commission that another broker may would have charged for effecting the same transaction, if the first broker provided that brokerage and/or research services to the SUB-ADVISER determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the overall responsibilities of the SUB-ADVISER to the Covered Fund and any other Client AccountsADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization. The SUB-ADVISER shall maintain records adequately demonstrating compliance may aggregate sales and purchase orders of securities held by the Covered Fund(s) with its obligations under this Agreement and report periodically to VALIC and the XX XX Board of Trustees regarding the performance of services under this Agreement. Upon receiving written request from VALIC and/or XX XX, similar orders being made simultaneously for other accounts managed by the SUB-ADVISER will promptly make available to VALIC and XX XX copies of all or with accounts of the investment records and ledgers relating to a Covered Fund to assist VALIC and XX XX in complying with regulations applicable to the Covered Fund’s securities transactions as required by the 1940 Act, the Advisers Act or any other applicable law. The SUB-ADVISER will furnish to the XX XX Board affiliates of Trustees such periodic and special reports as VALIC and the XX XX Board of Trustees may reasonably request. The SUB-ADVISER will furnish to regulatory authorities with jurisdiction over the SUB-ADVISER, VALIC and/or XX XX any information or reports if in connection with the SUB-ADVISER’s investment advisory services which may be requested pursuant 's reasonable judgment such aggregation shall result in an overall economic benefit to such regulator’s authority in order to ascertain whether the operations of a Covered Fund are being conducted in a manner consistent with applicable laws and regulations. The SUB-ADVISER will not hold money or investments on behalf of a Covered Fund. The money and investments will be held by the custodian of the Covered Fund (considering the “Custodian”)advantageous selling or purchase price, brokerage commission and other expenses. The SUB-ADVISER will arrange In accounting for the transmission to the Custodiansuch aggregated order price, commission and other expenses shall be averaged on a daily basis, per bond or share basis daily. VALIC acknowledges that the determination of such confirmations, trade tickets and/or other documents as may be necessary to enable the Custodian to perform its administrative responsibilities with respect economic benefit to the Covered Fund. The Fund(s) by the SUB-ADVISER is authorized subjective and empowered to instruct the Custodian (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian, (ii) to deliver securities and other property against payment for beneficial interests in XX XX, and (iii) to transfer assets and funds to such brokerage accounts as represents the SUB-ADVISER may designateADVISER's evaluation that the Covered Fund(s) is benefited by relatively better purchase or sales prices, all consistent with the powers, authorities lower commission expenses and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities beneficial timing of transactions or a combination of these and other property except as expressly provided for in this Agreementfactors. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund's Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of a the Covered Fund and, Fund(s) and to execute for the Covered Fund(s) as its agent and attorney-in-fact, to execute for the Covered Fund fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund's Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate. The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and VC I's Board of Directors regarding the performance of its services under this Agreement. The SUB-ADVISER will vote make available to VALIC and VC I promptly upon their reasonable written request all proxies relating of the Covered Fund(s)' investment records and ledgers to securities held by a assist VALIC and VC I in compliance with respect to each Covered Fund's securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish VC I's Board of Directors such periodic and special reports as VALIC and VC I's Board of Directors may reasonably request. The SUB-ADVISER will vote all such proxies furnish to regulatory authorities any information or reports in accordance connection with such proxy voting guidelines services which may be requested in order to ascertain whether the operations of the Covered Fund(s) are being conducted in a manner consistent with applicable laws and procedures adopted by the XX XX Board of Trusteesregulations. VALIC mayThe SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, on certain and will keep confidential any non-routine matterspublic information obtained directly as a result of this service relationship, consult with and the SUB-ADVISER before voting proxies relating shall disclose such non-public information only if VALIC or the Board of Directors of VC I has authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or VC I to securities others becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities or Court of Law of competent jurisdiction, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Directors of VC I. Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section. The SUB-ADVISER will not hold money or investments on behalf of VC I. The money and investments will be held by the Custodian of VC I. The SUB-ADVISER will arrange for the transmission to the Custodian for VC I, on a daily basis, such confirmation, trade tickets and other documents as may be necessary to enable it to perform its administrative responsibilities with respect to the Covered FundFund(s). VALIC will The SUB-ADVISER further shall have the authority to instruct the Custodian of VC I (i) to pay cash for securities and other parties providing services property delivered, or to XX XX promptly to forward be delivered, to the proxy voting service copies of Custodian for VC I (ii) to deliver securities and other property against payment for VC I, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all proxies consistent with the powers, authorities and shareholder communications relating to securities held by each Covered Fundlimitations set forth herein. The SUB-ADVISER shall not be responsible for (i) directing have the vote of any proxy; (ii) instructing authority to cause the Custodian or any other party providing services to XX XX to forward to the proxy voting service copies of any proxies and shareholder communications relating to deliver securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities. The SUB-ADVISER may aggregate sales or purchase orders placed or received for a Covered Fund with sales or purchase orders being made generally concurrently with any other Client Account, provided that in the SUB-ADVISER’s reasonable judgment, including its consideration of various factors (including the selling or purchase price, brokerage commission and other expenses), such aggregation is fair and reasonable and consistent with the SUB-ADVISER’s fiduciary obligations to the Covered Fund and such other Client Accounts. In accounting property except as expressly provided for such aggregated order price, commission and other expenses shall be averaged on a per bond or share basis daily. VALIC acknowledges that the SUB-ADVISER’s determination of whether such aggregation is fair and reasonable is subjective and based on the SUB-ADVISER’s determination that a Covered Fund may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factorsin this Agreement. The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent VALIC or a Covered Fund VC I other than in furtherance of the SUB-ADVISER’s 's duties and responsibilities as set forth in this Agreement. Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s 's expenses, except that VALIC shall in all events pay the compensation described in Section 3 2 of this the Agreement. The SUB-ADVISER shall not be responsible for bearing any cost or expense of a Covered Fund, such as the cost of any brokerage commissions, taxes, Blue Sky qualification fees, outside auditing and legal expenses, custodial fees or other transaction-related fees incurred by or on behalf of a Covered Fund. The SUB-ADVISER represents and warrants that in furnishing the services hereunder, the SUB-ADVISER will not consult is hereby prohibited from consulting with any other sub-adviser of the Covered Fund(s) (or a Covered Fund or other series of XX XX, to the extent any other sub-advisers are engaged by VALIC, portion thereof) or any other sub-advisers adviser to other investments companies that are controlled by XX XX, a fund under common control with the Covered Fund(s) (or a portion thereof) concerning securities transactions of the Covered Fund Fund(s) (or a portion thereof) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under except as otherwise permitted by the 1940 ActAct or any rules thereunder.