VALIC Co I DEF 14C Information statement

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

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VALIC COMPANY I

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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VALIC Company I

Mid Cap Strategic Growth Fund

2929 Allen Parkway

Houston, Texas 77019

August 28, 2017

Dear Participant:

We are writing to inform you of certain changes to the Mid Cap Strategic Growth Fund (the “Fund”). The Fund is a series of VALIC Company I (“VC I”). At an in-person meeting held on April 24 and 25, 2017, the Board of Directors of VC I (the “Board”) approved a new subadvisory agreement between The Variable Annuity Life Insurance Company (“VALIC”), the Fund’s investment adviser, and Janus Capital Management, LLC (“Janus”) with respect to the Fund (the “New Subadvisory Agreement”). The New Subadvisory Agreement became effective on May 30, 2017, which is the date Janus Capital Group Inc., the ultimate parent entity of Janus, merged with Henderson Group plc into a newly formed entity, Janus Henderson Group plc (the “Transaction”). The prior subadvisory agreement between VALIC and Janus with respect to the Fund (the “Prior Subadvisory Agreement”) provided, consistent with Section 15(a)(4) of the Investment Company Act of 1940, as amended, for its automatic termination in the event of its assignment and the closing of the Transaction constituted such an assignment. There is no change in the advisory fees paid by the Fund in connection with the approval of the New Subadvisory Agreement, and the terms of the New Subadvisory Agreement, including the subadvisory fee paid to Janus by VALIC, are the same in all respects to those of the Prior Subadvisory Agreement, except for the effective date of the New Subadvisory Agreement, the removal of a specific timeframe in which VALIC must pay Janus’ compensation and the addition of a force majeure provision.

As a matter of regulatory compliance, we are sending you this Information Statement, which includes information about the New Subadvisory Agreement and Janus and the factors considered by the Board with respect to the approval of the New Agreement.

This document is for your information only and you are not required to take any action. Should you have any questions regarding the enclosed Information Statement, please feel free to call VALIC Client Services at1-800-448-2542. We thank you for your continued support and investments.

Sincerely,

/s/ John T. Genoy

John T. Genoy

President

VALIC Company I

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VALIC Company I

2929 Allen Parkway

Houston, Texas 77019

Mid Cap Strategic Growth Fund

(the “Fund”)

INFORMATION STATEMENT

REGARDING A NEW SUBADVISORY AGREEMENT FOR THE

MID CAP STRATEGIC GROWTH FUND

You have received this information statement (the “Information Statement”) because on May 31, 2017, you owned interests in the Fund, a series of VALIC Company I (“VC I”), within a variable annuity or variable life insurance contract (“Contract”) or through a qualified employer-sponsored retirement plan or individual retirement account (“Plan”). You are receiving this Information Statement in lieu of a proxy statement. This Information Statement describes the new subadvisory agreement (the “New Subadvisory Agreement”) between The Variable Annuity Life Insurance Company (“VALIC” or the “Adviser”), the Fund’s investment adviser, and Janus Capital Management, LLC (“Janus”) with respect to the Fund. Pursuant to the New Subadvisory Agreement, Janus serves as a subadviser to the Fund and is responsible for managing a portion of the Fund’s assets.

The Fund was also subadvised by Janus prior to the effective date of the New Subadvisory Agreement. The prior subadvisory agreement (the “Prior Subadvisory Agreement”) provided, consistent with Section 15(a)(4) of the Investment Company Act of 1940, as amended (the “1940 Act”), for its automatic termination upon a change in control of Janus. On May 30, 2017, Janus Capital Group, Inc. (JCGI), the ultimate parent entity of Janus, merged with Henderson Group plc into a newly formed entity, Janus Henderson Group plc (the “Transaction”). The closing of the Transaction constituted a change in control of Janus. The Board of Directors of VC I (the “Board” or the “Directors”), including all of the Directors who are not “interested persons” of VC I, VALIC or Janus, as defined in Section 2(a)(19) of the 1940 Act (the “Independent Directors”), approved the New Subadvisory Agreement between VALIC and Janus with respect to the Fund at anin-person meeting held on April 24 and 25, 2017 (the “Meeting”) to be effective upon the closing of the Transaction.

The New Subadvisory Agreement is the same in all respects as the Prior Subadvisory Agreement, except for the effective date of the New Subadvisory Agreement, the removal of a specific timeframe in which VALIC must pay Janus’ compensation and the addition of a force majeure provision.

We are not asking you for a proxy and you are requested not to send us a proxy. This

document is for informational purposes only and you are not required to take any action.

VC I has received an exemptive order from the Securities and Exchange Commission (“SEC”) which allows VALIC, subject to certain conditions, to enter into and materially amend subadvisory agreements with unaffiliated subadvisers without obtaining shareholder approval. The Board, including a majority of the Independent Directors, must first approve each new or amended subadvisory agreement. This allows VALIC to act more quickly to change subadvisers when it determines that a change would be in the best interest of the Fund and its shareholders. As required by this exemptive order, the Fund must provide information to shareholders about a new subadviser and the subadvisory agreement within 90 days of hiring a new subadviser. This Information Statement is being provided to you to satisfy this requirement.

This Information Statement is being posted on or about August 28, 2017 to all participants in a Contract or Plan who were invested in the Fund as of the close of business on May 31, 2017 (the “Record Date”) athttps://www.valic.com/prospectus-and-reports/information-statements.

The Adviser and the Fund

VALIC is an investment adviser registered with the SEC and is located at 2929 Allen Parkway, Houston, Texas 77019. Pursuant to an Investment Advisory Agreement between VALIC and VC I, dated January 1, 2002, as

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amended (the “Advisory Agreement”), VALIC serves as investment adviser to the Fund. Prior to the approval of the New Subadvisory Agreement, the Advisory Agreement was last approved by the Board at anin-person meeting held on August 1-2, 2016. VALIC is an indirect, wholly-owned subsidiary of American International Group, Inc.

Pursuant to the terms of the Advisory Agreement, VALIC acts as adviser for VC I, and each series thereof, and manages the daily business affairs of VC I. VALIC employs subadvisers, such as Janus, who make investment decisions for VC I. The Advisory Agreement further provides that VALIC furnishes office space, facilities, equipment, and personnel adequate to provide the services and pays the compensation of the members of the Board who are “interested persons” of VC I or VALIC. In addition, VALIC monitors and reviews the activities of VC I’s subadvisers and other third-party service providers and makes changes and/or replacements when deemed appropriate. In addition, VALIC provides comprehensive investment and compliance monitoring, including, among other things, monitoring of each subadviser’s performance and conducts reviews of each subadviser’s brokerage arrangements and best execution. VALIC also provides the Board with quarterly reports at each regular meeting regarding VC I and each series thereof.

There were no changes to the Advisory Agreement or to VALIC’s advisory fees in connection with the approval of the New Subadvisory Agreement. For the fiscal year ended May 31, 2017, the Fund paid VALIC advisory fees based on its average monthly net assets pursuant to the Advisory Agreement as follows:

Fund	Advisory Fees	% Average Monthly Net Assets
Mid Cap Strategic Growth Fund	$1,733,575	0.70%

The New Subadvisory Agreement

The terms and conditions and the subadvisory fee rates paid to Janus under the New Subadvisory Agreement and Prior Subadvisory Agreement are the same in all respects, except for the effective date of the agreements, the removal of a specific timeframe in which VALIC must pay Janus’ compensation, and the addition of a force majeure provision. Under the Prior Subadvisory Agreement, VALIC was required to pay Janus’ subadvisory fee no later than 15 days following the end of each month. This provision is not included in the New Subadvisory Agreement. In addition, a new provision was added to the New Subadvisory agreement which exempts both parties from liabilities resulting from delayed or defective performance when such delays arise out of causes beyond the control and without the fault or negligence of the offending party and could not have been reasonably prevented by the offending party throughback-up systems and other business continuation and disaster recovery procedures commonly employed by otherSEC-registered investment advisers that meet reasonable commercial standards in the investment company industry.

As subadviser under the New Subadvisory Agreement, Janus manages the investment and reinvestment of its portion of the Fund’s assets subject to VALIC’s supervision and review. Janus may place trades through brokers of its choosing and will take into consideration the quality of the brokers’ services and execution. The New Subadvisory Agreement provides that Janus shall not be subject to liability to VALIC, the Fund, or to any shareholder of the Fund for any act or omission in rendering services under the New Subadvisory Agreement, or for any losses sustained in connection with, among other things, the purchase, holding, or sale of any portfolio security, as long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations or duties.

The New Subadvisory Agreement shall continue in effect for an initial two year term beginning May 30, 2017. Thereafter, the continuance of the New Subadvisory Agreement must be approved annually in the manner required by the 1940 Act and the rules thereunder. The New Subadvisory Agreement terminates automatically upon its assignment and is terminable at any time, without penalty, by the Board, VALIC, or the holders of a majority of the outstanding shares of the Fund, on not more than 60 days’ nor less than 30 days’ written notice. The New Subadvisory Agreement will not result in an increase in fees to shareholders of the Fund as VALIC, and not the Fund, is responsible for all fees payable pursuant to the New Subadvisory Agreement. The New Subadvisory Agreement is attached to this Information Statement asExhibit A.

Under the New Subadvisory Agreement, Janus is compensated by VALIC (and not the Fund) at the annual rate of 0.44% on the first $50 million and 0.40% on assets over $50 million, based on average daily net asset value for each month on that portion of assets managed by Janus and payable monthly.

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For the most recent fiscal year ended May 31, 2017, VALIC received advisory fees from the Fund in the amount of $1,733,575 or 0.70% of the Fund’s average daily net assets. During the same period, VALIC paid subadvisory fees to Janus in the aggregate amount of $619,346 or 0.41% of the portion of the average daily net assets, managed by Janus and thus retained $1,114,229 of its advisory fee. If Janus had served as subadviser for such period under the New Subadvisory Agreement, VALIC would have paid the same amount of subadvisory fees to Janus.

Factors Considered by the Board of Directors

At the Meeting, the Board, including the Independent Directors, considered the New Subadvisory Agreement between VALIC and Janus in connection with the anticipated termination of the Prior Subadvisory Agreement between VALIC and Janus upon the effective date of the Transaction. In determining whether to approve the New Subadvisory Agreement, the Board, including the Independent Directors, considered factors that it deemed relevant, including the following information:

The New Subadvisory Agreement with Janus, the existing subadviser to the Fund, was considered as a result of the anticipated merger (the “Transaction”) of JCGI, the ultimate parent entity of Janus, and Henderson Group plc (“Henderson”) into a newly formed entity, Janus Henderson Group plc. The change of control of Janus resulting from the Merger will effectively constitute an “assignment,” as that term is defined by Section 2(a)(4) of the 1940 Act. As required by Section 15(a)(4) of the 1940 Act, the Prior Subsidiary Agreement between VALIC and Janus provides for its automatic termination upon its assignment and therefore will terminate upon the consummation of the Transaction.

In connection with the approval of the New Subadvisory Agreement, the Board, including the Independent Directors, received materials relating to certain factors the Board considered in determining whether to approve the New Subadvisory Agreement. Those factors included: (1) the nature, extent and quality of the services to be provided to the Fund by Janus; (2) thesub-advisory fees proposed to be charged in connection with Janus’ management of the Fund, compared tosub-advisory fee rates of a group of funds with similar investment objectives, as selected by an independent third-party provider of investment company data (“Subadvisory Expense Group/Universe”); (3) the investment performance of the Fund compared to the performance of comparable funds as selected by an independent third-party provider of investment company data (“Performance Group”), and against the Fund’s benchmark (“Benchmark”), and the performance of comparable funds managed by Janus against the Benchmark; (4) the costs of services and the benefits potentially to be derived by Janus; (5) whether the Fund will benefit from possible economies of scale from engaging Janus; (6) information regarding Janus’ brokerage and trading practices and compliance and regulatory history; and (7) the terms of New Subadvisory Agreement.

In considering whether to approve the New Subadvisory Agreement, the Board also took into account a presentation made at the Meeting by members of management as well as a presentation made by representatives from Janus and Henderson who responded to questions posed by the Board and management. The Board noted that in accordance with Section 15(c) of the 1940 Act, Janus furnished the Board with extensive information, both at this Meeting and throughout the prior year in connection with the annual consideration and renewal of the Prior Subadvisory Agreement. The Independent Directors were separately represented by counsel that is independent of VALIC in connection with their consideration of approval of the New Subadvisory Agreement. The matters discussed below were also considered separately by the Independent Directors in executive sessions with their independent legal counsel, at which no representatives of management were present.

Nature, Extent and Quality of Services.The Board considered the nature, extent and quality of services to be provided to the Fund by Janus. The Board reviewed information provided by Janus relating to Janus’ operations and personnel. The Board also took into account that the individuals at Janus currently responsible for managing the Fund’s portfolio will continue to manage the Fund’s portfolio following the Merger. The Board also noted that Janus’ management of the Fund will continue to be subject to the oversight of VALIC and the Board, and must be done in accordance with the investment objectives, policies and restrictions set forth in the Fund’s prospectus and statement of additional information. The Board also noted that the Fund’s principal investment strategies and techniques were not expected to change in connection with the Merger.

The Board considered information provided to them regarding the services that would continue to be provided by Janus. The Board noted that Janus will (i) determine the securities to be purchased or sold on behalf of the Fund; (ii) provide VALIC with records concerning its activities, which VALIC or the Fund is required to maintain; and (iii)

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render regular reports to VALIC and to officers and Directors of the Fund concerning its discharge of the foregoing responsibilities. The Board reviewed Janus’ history and investment experience as well as information regarding the qualifications, background and responsibilities of Janus’ investment and compliance personnel, as applicable, who would provide services to the Fund. The Board also took into account the financial condition of JCGI. The Board also reviewed Janus’ brokerage practices. The Board also considered Janus’ risk management processes and regulatory history, including information regarding whether it was currently involved in any regulatory actions or investigations as well as material litigation that may affect its ability to service the Fund.

The Board concluded that the scope and quality of the services to be provided by Janus were expected to be satisfactory and that there was a reasonable basis to conclude that Janus would continue to provide a high quality of investment services to the Fund.

Fees and Expenses; Investment Performance.The Board received and reviewed information regarding the fees proposed to be charged by Janus forsub-advisory services compared against thesub-advisory fees of the funds in the Fund’s Subadvisory Expense Group/Universe. The Board noted that VALIC negotiated thesub-advisory fee with Janus at arm’s length. The Board also noted that thesub-advisory fee rate to be payable to Janus pursuant to the New Subadvisory Agreement is identical to thesub-advisory fee rate payable to Janus pursuant to the Prior Subadvisory Agreement. The Board considered that thesub-advisory fees will be paid by VALIC out of the advisory fees it receives from the Fund, that thesub-advisory fees are not paid by the Fund, and thatsub-advisory fees may vary widely for various reasons, including market pricing demands, existing relationships, experience and success, and individual client needs. Therefore, the Board considered that the appointment of Janus will not result in any change to the management fee paid by the Fund to VALIC. The Board also considered expense information of comparable funds or accounts managed by Janus that have comparable investment objectives and strategies to the Fund.

The Board took into account management’s discussion of the Fund’s expenses. The Board noted that the Fund’s actualsub-advisory fees were equal to the median of the Subadvisory Expense Group and above the median of the Fund’s Subadvisory Expense Universe as of the date of the information provided in connection with the last annual renewal of the Prior Subadvisory Agreement. The Board also considered that thesub-advisory fee rates payable to Janus contain breakpoints. The Board also took account of management’s discussion of the Fund’s proposedsub-advisory fees and concluded in light of all factors considered that such fees were reasonable.

The Board also received and reviewed information prepared in connection with the last annual renewal of thesub-advisory agreement by an independent third-party provider of mutual fund data regarding the Fund’s investment performance compared against the Performance Group and Benchmark. The Board noted that the Fund underperformed its Lipper peer index, the median of its Performance Group, and its Benchmark for theone-, three-, and five-year periods. The Board took into account management’s discussion of the Fund’s performance, including actions taken designed to improve the Fund’s performance.

Cost of Services and Indirect Benefits/Profitability.The Board considered the cost of services and profits expected to be realized in connection with the New Subadvisory Agreement. The Board was previously apprised that VALIC generally reviews a number of factors in determining appropriatesub-advisory fee levels. Such factors may include a review of (1) style class peers primarily within the variable annuity and qualified plan universe; (2) key competitor analysis; (3) analysis of the strategies managed by thesub-advisers; (4) product suitability; and (5) special considerations such as competitorsub-account characteristics, uniqueness of the product and prestige of the manager.

The Board noted that thesub-advisory fee rate proposed to be paid pursuant the New Subadvisory Agreement would not change as a result of the Merger and that, as a result, the approval of the New Subadvisory Agreement was not expected to have any impact on VALIC’s profitability with respect to the Fund. The Board considered that thesub-advisory fee rates were negotiated with Janus at arm’s length. In considering the anticipated profitability to Janus in connection with its relationship to the Fund, the Directors noted that the fees under the New Subadvisory Agreement will be paid by VALIC out of the advisory fees that VALIC will receive from the Fund.

In light of all the factors considered, the Directors determined that the anticipated profitability to VALIC was reasonable. The Board also concluded that the anticipated profitability of Janus from its relationship with the Fund was not material to their deliberations with respect to consideration of approval of the New Subadvisory Agreement.

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Economies of Scale.For similar reasons as stated above with respect to Janus’ anticipated profitability and its costs of providing services, the Board concluded that the potential for economies of scale in Janus’ management of the Fund was not a material factor to the approval of the New Subadvisory Agreement, although the Board noted that the Fund has breakpoints at thesub-advisory fee level.

Terms of the New Subadvisory Agreement. The Board reviewed the terms of the New Subadvisory Agreement, including the duties and responsibilities to be undertaken. The Board noted that the terms of the New Subadvisory Agreement will not differ materially from the terms of the existing agreements with Janus, except for the effective date and the term of each agreement. The Board concluded that the terms of the New Subadvisory Agreement were reasonable.

Conclusions.In reaching its decision to approve the New Subadvisory Agreement, the Board did not identify any single factor as being controlling, but based its recommendation on each of the factors it considered. Each Director may have contributed different weight to the various factors. Based upon the materials reviewed, the representations made and the considerations described above, and as part of their deliberations, the Board, including the Independent Directors, concluded that Janus possesses the capability and resources to perform the duties required under the New Subadvisory Agreement.

Information about the Subadviser

Janus. Janus is a Delaware limited liability company with principal offices at 151 Detroit Street, Denver, Colorado 80206. Janus (together with its predecessors) has served as an investment adviser since 1969 and currently serves as investment adviser, or subadviser, to separately managed accounts, mutual funds, as well as commingled pools or private funds, and wrap fee accounts. Janus is an indirect wholly-owned subsidiary of Janus Henderson Group plc, a dually-listed publicly traded company with principal offices at 201 Bishopsgate, EC2M 3AE, United Kingdom, with principal operations in financial asset management businesses that have approximately $331 billion in assets under management as of June 30, 2017.¹

The following chart lists the principal executive officers and the directors of Janus and their principal occupations. The business address of each officer and director, as it relates to that person’s position with Janus, is 151 Detroit Street, Denver, Colorado 80206.

Name	Principal Occupation
Richard Maccoy Weil	Chief Executive Officer
Bruce Lewis Koepfgen	President
David Richard Kowalski	Chief Risk Officer
Jennifer Joyce McPeek	Chief Operating and Strategy Officer
Enrique Chang	Chief Investment Officer
Michelle Rose Rosenberg	Deputy General Counsel
Brennan Allen Hughes	Chief Financial Officer
Michael Drew Elder	Senior Vice President, Head of North American Distribution
Susan Kelly Wold	Chief Compliance Officer

No Director of VC I has, or has had, any material interest in, or a material interest in a material transaction with Janus or its affiliates since the beginning of the Fund’s most recent fiscal year. No officers or Directors of VC I are officers, employees, directors, general partners or shareholders of Janus.

¹ Combined merger figures of JCGI and Henderson Global Investors, as of March 31, 2017.

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Janus provides investment advisory orsub-advisory services, as applicable, to the mutual fund listed below, which has investment strategies similar to that of the Fund. While the investment strategies or objectives of the mutual fund listed below may be similar to that of the Fund, the nature of services provided by Janus may be different. As a sub-adviser, Janus may perform a more limited set of services and assume fewer responsibilities for the Fund than it does for certain funds listed below.

As of June 30, 2017:
Comparable Fund:	Management Fee (% of average daily net assets):	Total Net Assets (billions):
Janus Henderson Enterprise Fund Class I Shares*	0.78%	$14.22

*Net expense ratios reflect the expense waiver, if any, contractually agreed to through February 1, 2018.

Other Service Providers

VC I has entered into an Amended and Restated Administrative Services Agreement (the “Administrative Services Agreement”) with SunAmerica Asset Management, LLC (“SunAmerica”) to provide certain accounting and administrative services to the Fund. VC I has also entered into a Master Transfer Agency and Service Agreement (the “MTA”) with VALIC Retirement Services Company (“VRSCO”) to provide transfer agency services to the Fund, which include shareholder servicing and dividend disbursement services. For the fiscal year ended May 31, 2017, pursuant to the Administrative Services Agreement and MTA, the Fund paid $167,223 and $2,613 to SunAmerica and VRSCO, respectively.

SunAmerica, the Fund’s administrator, is located at Harborside 5, 185 Hudson Street, Suite 3300 Jersey City, New Jersey 07311. AIG Capital Services, Inc. (“ACS”), the Fund’s principal underwriter, is located at Harborside 5, 185 Hudson Street, Suite 3300 Jersey City, New Jersey 07311. VRSCO, the Fund’s transfer agent, is located at 2929 Allen Parkway, Houston, Texas 77019. SunAmerica, VRSCO and ACS are affiliates of VALIC.

Brokerage Commissions

The Fund did not pay brokerage commissions to affiliated broker-dealers for the fiscal year ended May 31, 2017.

SHAREHOLDER REPORTS

Copies of the most recent annual and semi-annual reports to shareholders may be obtained without charge if you:

• write to:

Kathleen D. Fuentes, Secretary

VALIC Company I

Harborside 5

185 Hudson Street

Suite 3300

Jersey City, New Jersey 07311

• call (800)448-2542

• visit VALIC’s website atwww.valic.com

SHAREHOLDER PROPOSALS

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The Fund is not required to hold annual shareholder meetings. Shareholders who would like to submit proposals for consideration at future shareholder meetings should send written proposals to Kathleen D. Fuentes, Vice President and Secretary of VALIC Company I, Harborside 5, 185 Hudson Street, Suite 3300, Jersey City, New Jersey 07311.

OWNERSHIP OF SHARES

As of the Record Date, there were approximately 18,691,077 shares of the Fund outstanding. All shares of the Fund are owned by VALIC and its respective affiliates. To VALIC’s knowledge, no person owns a Contract or Plan, or interests therein, representing more than 5% of the outstanding shares of the Fund. The Directors and officers of VC I and members of their families as a group, beneficially owned less than 1% of the Fund’s shares as of the Record Date.

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Exhibit A

INVESTMENTSUB-ADVISORY AGREEMENT

This AGREEMENT made this 30th day of May 2017, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as “VALIC,” and JANUS CAPITAL MANAGEMENT LLC, hereinafter referred to as the“SUB-ADVISER.”

VALIC and theSUB-ADVISER recognize the following:

(a) VALIC is a life insurance company organized under Chapter 3 of the Texas Insurance Code and an investment adviser registered under the Investment Advisers Act of 1940, as amended (“Advisers Act”).

(b) VALIC is engaged as the investment adviser of VALIC Company I (“VC I”), pursuant to an Investment Advisory Agreement between VALIC and VC I, an investment company organized under the general corporate laws of Maryland as a series type of investment company issuing separate classes (or series) of shares of common stock. VC I is registered as anopen-end, management investment company under the Investment Company Act of 1940, as amended (“1940 Act”). The 1940 Act prohibits any person from acting as an investment adviser of a registered investment company except pursuant to a written contract.

(c) VC I currently consists of thirty-four portfolios (“Funds”):

Asset Allocation Fund Blue Chip Growth Fund Broad Cap Value Income Fund Capital Conservation Fund Core Equity Fund Dividend Value Fund Dynamic Allocation Fund Emerging Economies Fund Foreign Value Fund Global Real Estate Fund Global Social Awareness Fund Global Strategy Fund Government Money Market I Fund Government Securities Fund Growth & Income Fund Growth Fund Health Sciences Fund Inflation Protected Fund International Equities Index Fund International Government Bond Fund International Growth Fund Large Cap Core Fund Large Capital Growth Fund Mid Cap Index Fund Mid Cap Strategic Growth Fund Nasdaq-100^® Index Fund Science & Technology Fund Small Cap Aggressive Growth Fund Small Cap Fund Small Cap Index Fund Small Cap Special Values Fund Small-Mid Growth Fund Stock Index Fund Value Fund

In accordance with VC I’s Articles of Incorporation (the “Articles”), new Funds may be added to VC I upon approval of VC I’s Board of Directors without the approval of Fund shareholders. This Agreement will apply only to the Fund(s) set forth on the attached Schedule A, and any other Fund(s) as may be added or deleted by amendment to the attached Schedule A (each a “Covered Fund,” and collectively, the “Covered Funds”).

(d) TheSUB-ADVISER is engaged principally in the business of rendering investment advisory services and is registered as an investment adviser under the Advisers Act.

(e) VALIC desires to enter into an InvestmentSub-Advisory Agreement with theSUB-ADVISER for all or a portion of the assets of the Covered Fund(s) which VALIC determines from time to time to assign to theSUB-ADVISER.

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VALIC and theSUB-ADVISER agree as follows:

1. Services Rendered and Expenses Paid by theSUB-ADVISER

TheSUB-ADVISER, subject to the control and supervision of VALIC and VC I’s Board of Directors 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) 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 of any Covered Fund(s) and any applicable procedures adopted by VC I’s Board of Directors and provided to theSUB-ADVISER, shall:

(a) Manage the investment and reinvestment of all of, or to the extent applicable, a portion of, the assets of the Covered 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 VC I Board of Directors, of the industries, securities and other investments to be represented in each Covered Fund’s portfolio, and the formulation and implementation of investment programs.

(b) Maintain a trading desk and place orders for the purchase and sale of portfolio investments (including futures contracts or other derivatives) for each Covered Fund’s account with brokers or dealers (including futures commission merchants) selected by theSUB-ADVISER, 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 theSUB-ADVISER, subject to theSUB-ADVISER’s control, direction, and supervision, which brokers or dealers may include brokers or dealers (including futures commission merchants) affiliated with theSUB-ADVISER, subject to applicable law.

Without limiting the foregoing, theSUB-ADVISER represents and warrants to VALIC that all of, or to the extent 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 VALIC to theSUB-ADVISER; and (g) the policies and procedures as adopted by the Board, as most recently provided by VALIC to theSUB-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 theSUB-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 untrue 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.

VALIC agrees thatSUB-ADVISER shall manage the portion of the assets of a Covered Fund 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.

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TheSUB-ADVISER may delegate any of its duties and obligations hereunder to any affiliated person (as such term is defined in the 1940 Act) 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. TheSUB-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 7 of this Agreement shall apply to the actions or omissions to act of a delegee.

TheSUB-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 theSUB-ADVISER.

TheSUB-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 accurately reflect the prices on theSUB-ADVISER’s portfolio records relating to the assets of the Covered Fund(s) for which theSUB-ADVISER has responsibility at such times as VALIC shall reasonably request; provided, however, that the parties acknowledge that theSUB-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 theSUB-ADVISER will be provided for information purposes only.

In performing the services described in paragraph (b) above, theSUB-ADVISER shall use its best efforts to obtain for the Covered Fund(s) the best execution of portfolio transactions, under the circumstances of each trade and on the basis of theSUB-ADVISER’S best execution policy and all other relevant factors and considerations. Subject to policies and procedures that may be adopted by VC I’s Board of Directors and Section 28(e) of the Securities Exchange Act of 1934, as amended (the“1934 Act”), theSUB-ADVISER may cause the Covered Fund(s) to pay to a broker a commission, for effecting a portfolio transaction, in excess of the commission another broker would have charged for effecting the same transaction, if the first broker provided brokerage and/or research products or services, including statistical data, to theSUB-ADVISER. 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. In accordance with Section II(a) of the 1934 Act and Rule11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the 1940 Act and Rule17e-l thereunder, theSUB-ADVISER may engage its affiliates, the VALIC and its affiliates or any othersub-adviser to VC I and its respective affiliates, as broker-dealers or futures commission merchants to effect Covered Fund transactions in securities and other investments for a Covered Fund.

Furthermore, on occasions when theSUB-ADVISER deems the purchase or sale of a security to be in the best interest of one or more of the Covered Fund(s) as well as other clients of theSUB-ADVISER, it may allocate such transactions in the manner it considers to be the most equitable and consistent with its fiduciary obligation to the Covered Fund(s) and to such other clients. 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.

TheSUB-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 theSUB-ADVISER or with accounts of the affiliates of theSUB-ADVISER, if in the SUB-ADVISER’s reasonable judgment such aggregation is fair and reasonable and consistent with theSUB-ADVISER’S fiduciary obligations to the Covered Fund(s) and its other clients, considering factors such as 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 whether such aggregation of sales and purchase orders of securities held by the Covered Fund(s) by theSUB-ADVISER is fair and reasonable is subjective and that such aggregation of orders represents theSUB-ADVISER’s evaluation that the Covered Fund(s) is benefited by relatively better purchase

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and sale prices, lower brokerage expenses and beneficial timing of transactions in combination of these other factors.

VALIC authorizes and empowers theSUB-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(s) and to execute for the Covered Fund(s) as its agent andattorney-in-fact reasonable and customary customer agreements and other documentation in connection with such broker or brokers as theSUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, theSUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account. TheSUB-ADVISER may, using such of the securities and other property in the Covered Fund as theSUB-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 theSUB-ADVISER deems desirable or appropriate and as required by applicable law.

TheSUB-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. TheSUB-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. TheSUB-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.

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 theSUB-ADVISER and VALIC theSUB-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 permitSUB-ADVISER to comply with the first paragraph of this Section.

TheSUB-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. TheSUB-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). TheSUB-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 the Covered Fund(s), (ii) to deliver securities and other property against payment for the Covered Fund(s), and (iii) to transfer assets and funds to such brokerage accounts as theSUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein.

VALIC will vote proxies relating to securities held by the Covered Fund(s). VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the Board of Directors. VALIC may, on certainnon-routine matters, consult with theSUB-ADVISER before voting proxies relating to securities held by the Covered Fund(s). VALIC will instruct the Custodian and other parties providing services to 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(s). TheSUB-ADVISER shall not be responsible for taking any action on behalf of the Covered Funds in connection with any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Covered Fund(s) including, without limitation, to file proofs of claim or other documents related to such proceedings (the “Litigation”) or to investigate, initiate, supervise, or monitor the Litigation involving the Covered Funds’ assets.

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TheSUB-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 or represent VALIC or VC I other than in furtherance of theSUB-ADVISER’s duties and responsibilities as set forth in this Agreement.

Except as otherwise agreed, or as otherwise provided herein, theSUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all VALIC’s expenses, except that VALIC shall in all events pay the compensation described in Section 3 of this Agreement. VALIC and theSUB-ADVISER acknowledge that VC I will be ultimately responsible for all brokerage commissions, taxes, custodian fees and other transaction-related fees incurred on behalf of the Covered Fund(s).

TheSUB-ADVISER is hereby prohibited from consulting with any othersub-adviser of the Covered Fund(s) (or a portion thereof) or any othersub-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, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule12d3-l under the 1940 Act.

2. Confidentiality

TheSUB-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 execute transactions on behalf of the Covered Fund(s), and will keep confidential anynon-public information obtained directly as a result of this service relationship, and disclose suchnon-public information only if VALIC or the VC I Board of Directors has authorized in writing such disclosure, or if such information is or hereafter becomes ascertainable from public or published information or trade sources, or if such information is or hereafter otherwise is lawfully know by theSUB-ADVISER, or if such disclosure is expressly required or requested by applicable federal or state authorities (including theSUB-ADVISER’S regulatory examiners) or court of law of competent jurisdiction or to the extent such disclosure is reasonably required by auditors or attorneys of theSUB-ADVISER in connection with the performance of their professional services or as may otherwise be contemplated by this Agreement. Notwithstanding the foregoing, theSUB-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.

VALIC will not disclose or use any records or information belonging to theSUB-ADVISER obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement or as reasonably required in performance of its advisory services to the Covered Funds, and will keep confidential any information obtained pursuant to this service relationship, and disclose such information only if the SUB-ADVISER has authorized in writing such disclosure, or if such information is or hereafter becomes ascertainable from public or published information or trade sources, or if such information is expressly required or requested by applicable federal or state authorities (including VALIC’s regulatory examiners) or court of law of competent jurisdiction or to the extent such disclosure is reasonably required by auditors or attorneys of VALIC in connection with the performance of their professional services or as may otherwise be contemplated by this Agreement.

3. Compensation of theSUB-ADVISER

VALIC shall pay to theSUB-ADVISER, as compensation for the services rendered and expenses paid by theSUB-ADVISER, a monthly fee or fees based on each Covered Fund’s average daily net asset value computed for each Covered Fund as provided for herein and in the fee schedule attached hereto as Schedule A. Schedule A may be amended from time to time by written agreement executed by VALIC and theSUB-ADVISER, provided that amendments are made in conformity with applicable laws and regulations and the Articles and Bylaws of VC I. Any change in Schedule A pertaining to any new or existing Covered Fund shall not be deemed to affect the interest of any other Covered Fund and shall not require the approval of shareholders of any other Covered Fund

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The average daily net asset value shall be determined by taking the average of all of the determinations of net asset value, made in the manner provided in VC I’s constitutive documents, for each business day during a given calendar month. VALIC shall pay this fee for each calendar month as soon as practicable after the end of that month.

If theSUB-ADVISER serves for less than a whole month, the foregoing compensation shall be prorated.

The payment of advisory fees related to the services of theSUB-ADVISER under this Agreement shall be the sole responsibility of VALIC and shall not be the responsibility of VC I. Any reimbursement of management fees required by any expense limitation provision shall be the sole responsibility of VALIC.

4. Scope of theSUB-ADVISER’s Activities

VALIC understands that theSUB-ADVISER and its affiliates now act, will continue to act and may act in the future as investment adviser to fiduciary and other managed accounts and as investment adviser to other investment companies, and VALIC has no objection to theSUB-ADVISER so acting, provided that whenever the Covered Fund(s) and one or more other accounts or investment companies advised by theSUB-ADVISER have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a methodology believed to be equitable to each entity. TheSUB-ADVISER similarly agrees to allocate opportunities to sell securities on an equitable basis. VALIC recognizes that, in some cases, this procedure may limit the size of the position that may be acquired or sold for the Covered Fund(s). In addition, VALIC understands that the persons employed by theSUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such service and nothing contained herein shall be deemed to limit or restrict the right of theSUB-ADVISER or any affiliate of theSUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature.

Except as otherwise required by the 1940 Act, any of the shareholders, directors, officers and employees of VALIC may be a shareholder, director, officer or employee of, or be otherwise interested in, the SUB-ADVISER, and in any person controlling, controlled by or under common control with theSUB-ADVISER; and theSUB-ADVISER, and any person controlling, controlled by or under common control with the SUB-ADVISER, may have an interest in VALIC.

TheSUB-ADVISER shall not be liable to VALIC, VC I, the Covered Funds, or to any shareholder in the Covered Fund(s), and VALIC shall indemnify theSUB-ADVISER, for any act or omission in rendering services under this Agreement, or for any losses sustained in connection with the matters to which this agreement relates, so long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of theSUB-ADVISER in performing its duties under this Agreement. The provisions of this paragraph shall survive the termination of the Agreement.

VALIC shall perform quarterly and annual tax compliance tests and promptly furnish reports of such tests to theSUB-ADVISER after each quarter end to ensure that the Covered Fund(s) is in compliance with Subchapter M of the Code and Section 817(h) of the Code. VALIC shall apprise theSUB-ADVISER promptly after each quarter end of any potentialnon-compliance with the diversification requirements in such Code provisions. If so advised, theSUB-ADVISER shall take prompt action so that the Covered Fund complies with such Code diversification provisions, as directed by VALlC. VALIC acknowledges that theSUB-ADVISER shall rely completely upon VALIC’s determination of whether and to what extent each Covered Fund(s) is in compliance with Subchapter M and Section 817(h) of the Code and that theSUB-ADVISER has no separate and independent responsibility to test for such compliance.

TheSUB-ADVISER does not guarantee the future performance of the Covered Fund(s) or any specific level of performance, the success of any investment decision or strategy thatSUB-ADVISER may use, or the success ofSUB-ADVISER’s overall management of the Covered Fund(s). VALIC and VC I understand that investment decisions made for the Covered Fund(s) by theSUB-ADVISER are subject to various market, currency, economic, political and business risks and that those investment decisions will not always be profitable. TheSUB-ADVISER will manage only the assets of the Covered Fund(s) allocated to its management by VALIC and in making investment decisions for the Covered Fund(s).

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5. Representations of theSUB-ADVISER and VALIC

TheSUB-ADVISER represents, warrants, and agrees as follows:

(a) TheSUB-ADVISER (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect: (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement, and (v) will immediately notify VALIC of the occurrence of any event that would disqualify theSUB-ADVISER from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

(b) TheSUB-ADVISER has adopted a written code of ethics complying with the requirements of Rule17j-1 under the 1940 Act and if it has not already done so, will provide VALIC and VC I with a copy of such code of ethics together with evidence of its adoption.

(c) TheSUB-ADVISER has provided VALIC and VC I with a copy of its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and will promptly after filing any amendment to its Form ADV with the SEC, furnish a copy of such amendment to VALIC.

VALIC represents, warrants, and agrees as follows:

(a) VALIC: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect: (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately notify theSUB-ADVISER of the occurrence of any event that would disqualify VALIC from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

(b) VALIC has the authority under the Investment Advisory Agreement between VALIC and VC I to delegate some or all of its responsibilities to one or moresub-advisers and the delegation to theSUB-ADVISER under this Agreement is authorized by and consistent with the grant of authority in that Investment Advisory Agreement.

6. Term of Agreement

This Agreement shall become effective as to the Covered Fund(s) set forth on Schedule A on the date hereof and as to any other Fund on the date of the Amendment to Schedule A adding such Fund in accordance with this Agreement. Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, this Agreement shall continue in effect, but with respect to any Covered Fund, subject to the termination provisions and all other terms and conditions hereof, only so long as such continuance is approved at least annually by the vote of a majority of VC I’s Directors who are not parties to this Agreement or interested persons of any such parties, cast in person at a meeting called for the purpose of voting on such approval, and by a vote of a majority of VC I’s Board of Directors or a majority of that Covered Fund’s outstanding voting securities (as defined in the 1940 Act).

This Agreement shall automatically terminate in the event of its assignment as that term is defined in the 1940

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Act or in the event of the termination of the Investment Advisory Agreement between VALIC and VC I as it relates to any Covered Fund(s). The Agreement may be terminated as to any Covered Fund at any time, without the payment of any penalty, by vote of VC I’s Board of Directors or by vote of a majority of that Covered Fund’s outstanding voting securities on not more than 60 days’ nor less than 30 days’ prior written notice to theSUB-ADVISER, or upon such shorter notice as may be mutually agreed upon by the parties. This Agreement may also be terminated by VALIC: (i) on not more than 60 days’ nor less than 30 days’ prior written notice to theSUB-ADVISER, or upon such shorter notice as may be mutually agreed upon by the parties, without the payment of any penalty; or (ii) if theSUB-ADVISER becomes unable to discharge its duties and obligations under this Agreement. TheSUB-ADVISER may terminate this Agreement at any time, or preclude its renewal without the payment of any penalty, on not more than 60 days’ nor less than 30 days’ prior written notice to VALIC, or upon such shorter or longer notice as may be mutually agreed upon by the parties.

7. Indemnification

VALIC agrees to indemnify theSUB-ADVISER for losses, costs, fees, expenses and claims which arise directly or indirectly (i) as a result of a failure by VALIC to provide the services or furnish materials required under the terms of this Agreement, or (ii) as the result of any untrue statement of a material fact or any omission to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which they were made, not misleading in any registration statements, proxy materials, reports, advertisements, sales literature, or other materials pertaining to VC I or a Covered Fund, except insofar as any such statement or omission was specifically made in reliance on written information provided by theSUB-ADVISER to VALIC. The provisions of this paragraph shall survive the termination of this Agreement.

TheSUB-ADVISER agrees to indemnify VALIC for losses and claims which arise (i) as a result of the willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties by theSUB-ADVISER; or (ii) as the result of any untrue statement of a material fact or any omission to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which they were made, not misleading in any registration statements, proxy materials, reports, advertisements, sales literature, or other materials pertaining to VC I or a Covered Fund to the extent any such statement or omission was made in reliance on written information provided by theSUB-ADVISER. The provisions of this paragraph shall survive the termination of this Agreement.

Promptly after receipt by either VALIC orSUB-ADVISER (an “Indemnified Party”) under this Section 7 of the commencement of an action, such Indemnified Party will, if a claim in respect thereof is to be made against the other party (the “Indemnifying Party”) under this section, notify Indemnifying Party of the commencement thereof; but the omission so to notify Indemnifying Party will not relieve it from any liability that it may have to any Indemnified Party otherwise than under this section. In case any such action is brought against any Indemnified Party, and it notified Indemnifying Party of the commencement thereof, Indemnifying Party will be entitled to participate therein and, to the extent that it may wish, assume the defense thereof, with counsel satisfactory to such Indemnified Party. After notice from Indemnifying Party of its intention to assume the defense of an action, the Indemnified Party shall bear the expenses of any additional counsel obtained by it, and Indemnifying Party shall not be liable to such Indemnified Party under this section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation.

8. Other Matters

TheSUB-ADVISER may from time to time employ or associate with itself any person, or persons believed to be particularly fit to assist in its performance of services under this Agreement, provided no such person serves or acts as an investment adviser separate from theSUB-ADVISER so as to require a new written contract pursuant to the 1940 Act. The compensation of any such persons will be paid by theSUB-ADVISER, and no obligation will be incurred by, or on behalf of, VALIC or VC I with respect to them.

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TheSUB-ADVISER agrees that all books and records which it maintains for the Covered Fund(s) are the Covered Fund’s property. TheSUB-ADVISER also agrees upon request of VALIC or VC I, to promptly surrender the books and records in accordance with the 1940 Act and rules thereunder; provided, however, that theSUB-ADVISER may retain copies of such books and records to the extent necessary to comply with applicable law or regulation. TheSUB-ADVISER further agrees to preserve for the periods prescribed by Rule31a-2 under the 1940 Act the records required to be maintained by Rule31a-1 under the 1940 Act. TheSUB-ADVISER agrees that all books and records which it maintains for the Covered Fund(s) are the Covered Fund(s)’s property and will be surrendered promptly to the Covered Fund(s) or VALIC upon request, provided theSUB-ADVISER will not be required to surrender or delete any books and records fromback-up, archival or electronic storage maintained by theSUB-ADVISER. TheSUB-ADVISER agrees that all accounts, books and other records maintained and preserved by it as required hereby shall be subject at any time, and from time to time, to such reasonable periodic, special and other examinations by the SEC, the Covered Fund(s)’s auditors, the Covered Fund(s) or any representative of the Covered Fund(s), VALIC, or any governmental agency or other instrumentality having regulatory authority over the Covered Fund(s)

VALIC has herewith furnished theSUB-ADVISER copies of VC I’s Prospectus, Statement of Additional Information, investment objectives, policies and restrictions, and any applicable procedures adopted by VC I’s Board of Directors, as currently in effect for the Covered Fund(s) and agrees during the continuance of this Agreement to furnish theSUB-ADVISER copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. Until VALIC delivers any amendments or supplements to theSUB-ADVISER, theSUB-ADVISER shall be fully protected in relying on the documents previously furnished to it.

TheSUB-ADVISER is authorized to honor and act on any notice, instruction or confirmation given by VALIC on behalf of VC I or the Covered Fund(s) in writing signed or sent by any of the persons who the SUB-ADVISER has reason to believe are acting in good authority. TheSUB-ADVISER shall not be liable for so acting in good faith upon such instructions, confirmation or authority.

VALIC agrees to furnish theSUB-ADVISER at its principal office prior to use thereof, copies of all prospectuses, statements of additional information, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to shareholders of the Covered Fund(s) or the public that refer in any way to theSUB-ADVISER, and not to use such material if theSUB-ADVISER reasonably objects in writing within ten (10) business days (or such other time as may be mutually agreed) after receipt thereof. In the event of termination of this Agreement, VALIC will continue to furnish to theSUB-ADVISER copies of any of the above-mentioned materials that refer in any way to theSUB-ADVISER and shall cease to use the SUB-ADVISER name and/or logo as soon as is reasonable. VALIC shall furnish or otherwise make available to theSUB-ADVISER such other information relating to the business affairs of VALIC and the Covered Fund as theSUB-ADVISER at any time, or from time to time, may reasonably request in order to discharge obligations hereunder. The provisions of this paragraph shall survive the termination of this Agreement.

VALIC agrees that theSUB-ADVISER may use the name of VALIC or VC I in any material that merely refers in accurate terms to the appointment of theSUB-ADVISER hereunder.

9. Applicability of Federal Securities Laws

This Agreement shall be interpreted in accordance with the laws of the State of New York and applicable federal securities laws and regulations, including definitions therein and such exemptions as may be granted to VALIC or theSUB-ADVISER by the SEC or such interpretive positions as may be taken by the SEC or its staff. To the extent that the applicable law of the State of New York, or any of the provisions herein, conflict with applicable provisions of the federal securities laws, the latter shall control.

10. Amendment and Waiver

The Agreement may be amended by mutual written consent of the parties, subject to the requirements of the 1940 Act and the rules and regulations promulgated and orders granted thereunder.

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11. Force Majeure

Neither party to this Agreement shall be liable for damages resulting from delayed or defective performance when such delays arise out of causes beyond the control and without the fault or negligence of the offending party and could not have been reasonably prevented by the offending party throughback-up systems and other business continuation and disaster recovery procedures commonly employed by otherSEC-registered investment advisers that meet reasonable commercial standards in the investment company industry. Such causes may include, but are not restricted to, Acts of God or of the public enemy, terrorism, acts of the State in its sovereign capacity, fires, floods, earthquakes, power failure, disabling strikes, epidemics, quarantine restrictions, and freight embargoes.

12. Notices

All notices hereunder shall be given in writing (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile, by registered or certified mail or by overnight delivery (postage prepaid, return receipt requested) to VALIC and toSUB-ADVISER at the address of each set forth below:

If to VALIC:

The Variable Annuity Life Insurance Company

Attn: Mutual Fund Legal

2919 Allen Parkway, 4th Floor

Houston, Texas 77019

If toSUB-ADVISER:

Janus Capital Management LLC

151 Detroit Street

Denver, CO 80206

Attention: General Counsel

13. Severability

If any part of this Agreement be held invalid or unenforceable to any extent, the remainder of this Agreement shall be enforced to the greatest extent permitted by law.

[Signature Page Follows]

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The parties hereto have each caused this Agreement to be signed in duplicate on its behalf by its duly authorized officer on the above date.

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

By:         /s/ Thomas M. Ward                        

Name:    Thomas M. Ward                             

Title:      Vice President                                  

ATTEST: /s/ Louis O. Ducote II                    

Name:   Louis O. Ducote II                            

Title:     Assistant Secretary                            

JANUS CAPITAL MANAGEMENT LLC

By:        /s/ Russell P. Shipman                     

Name:    Russell P. Shipman                          

Title:      Senior Vice President                      

ATTEST:/s/ Joel Terwilliger                        

Name:    Joel Terwilliger                                

Title:      Legal Counsel                                  

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SCHEDULE A

COVERED FUNDS

Effective May 30, 2017

Annual Fee computed at the following annual rate, based on average daily net asset value for each month on that portion of the assets managed bySUB-ADVISER, and payable monthly:

Covered Fund	Fee
Mid-Cap Strategic Growth Fund	0.44% on the first $50 million
	0.40% over $50 million

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VALIC Company I

2929 Allen Parkway

Houston, Texas 77019

Mid Cap Strategic Growth Fund

(the “Fund”)

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF

INFORMATION STATEMENT

(the “Notice”)

The Information Statement referenced in this Notice is available at

www.valic.com/prospectus-and-reports/information-statements

This Notice is to inform you that an information statement (the “Information Statement”) regarding the approval of a new subadvisory agreement is now available at the website referenced above. The Fund is a series of VALIC Company I (“VC I”). Please note that this Notice is only intended to provide an overview of the matter covered in the Information Statement. We encourage you to access our website to review a complete copy of the Information Statement, which contains important information about the new subadvisory agreement.

As discussed in the Information Statement, on April24-25, 2017, the Board of Directors of VC I (the “Board”), including a majority of the directors who are not “interested persons” of VC I, as defined in the Investment Company Act of 1940, as amended (the “Independent Directors”) approved a new subadvisory agreement with respect to the Fund (the “New Subadvisory Agreement”) between The Variable Annuity Life Insurance Company (“VALIC”), the investment adviser and manager of the Fund, and Janus Capital Management, LLC (“Janus”), the subadviser of the Fund that is responsible for management of a portion of the Fund’s assets. The New Subadvisory Agreement with Janus was required because of a change in the ownership and control of Janus effective May 30, 2017, which resulted in the automatic termination of the prior subadvisory agreement with Janus under the Investment Company Act of 1940, as amended. There is no change in the advisory fees paid by the Fund under the New Subadvisory Agreement, and the terms of the New Subadvisory Agreement are the same in all material respects to those of the prior subadvisory agreement with Janus, except for the effective date of the New Subadvisory Agreement, the removal of a specific timeframe in which VALIC must pay Janus’ compensation and the addition of a force majeure provision.

VC I has received an exemptive order from the Securities and Exchange Commission which allows VALIC, subject to certain conditions, to enter into and materially amend subadvisory agreements without obtaining shareholder approval. The Board, including a majority of the Independent Directors, must first approve each new or amended subadvisory agreement. This allows VALIC to act more quickly to change subadvisers when it determines that a change would be in the best interest of a Fund and its shareholders. As required by this exemptive order, the Fund will provide information to shareholders about a new subadviser or change in any existing subadvisory agreement within 90 days of the hiring of any new subadviser or change in any existing subadvisory agreement. This information statement is being provided to you to satisfy this requirement.

This Notice is being mailed on or about August 28, 2017, to all participants in a contract who were invested in the Fund as of the close of business on May 31, 2017. A copy of the Information Statement will remain on our website until at least May 31, 2017, and contract owners can request a complete copy of the Information Statement until that time.

You can obtain a paper copy of the complete Information Statement, without charge, by writing VC I at P.O. Box 15648, Amarillo, TX 79105-5648 or by calling1-800-448-2542. You may also have an electronic copy of the Information Statement sent to you without charge by sending an email request to the Fund at forms.request@valic.com. You can request a complete copy of the Information Statement until May 31, 2018. To ensure prompt delivery, you should make your request no later than that time. Please note that you will not receive a paper copy unless you request it.

This Notice and the Information Statement are for your information only and you are not required to take any action.

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