VALIC Co I DEF 14C Information statement

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

(Amendment No. [    ])

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VALIC COMPANY I

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VALIC Company I

International Growth Fund

2929 Allen Parkway

Houston, Texas 77019

June 6, 2018

Dear Participant:

We are writing to inform you of a recentsub-adviser change to the International Growth Fund (the “Fund”). The Fund is a series of VALIC Company I (“VC I”). At anin-person meeting held on October 23–24, 2017, the Board of Directors of VC I (the “Board”) approved the appointment of Morgan Stanley Investment Management Inc. (“MSIM”) as thesub-adviser for the Fund, pursuant to a new investmentsub-advisory agreement between The Variable Annuity Life Insurance Company (“VALIC”) and MSIM with respect to the Fund. In connection with the appointment of MSIM, the Board also approved the termination of the existing investmentsub-advisory agreements between VALIC and each of the Fund’s priorsub-advisers, American Century Investment Management, Inc. (“American Century”), Invesco Advisers, Inc. (“Invesco”) and Massachusetts Financial Services Company (“MFS”).

Also in connection with the appointment of MSIM, the Board approved certain changes to the Fund’s investment objective, principal investment strategies, risks and techniques. These changes became effective on March 8, 2018. The replacement of American Century, Invesco and MFS by MSIM did not result in an increase to the expenses payable by the Fund. For more information about the Fund’s investment objective, principal investment strategies, risks and techniques, please refer to the Fund’s prospectus dated March 8, 2018.

As a matter of regulatory compliance, we are sending you this Information Statement, which includes information about the Fund and MSIM and the factors considered by the Board with respect to the approval of the new investmentsub-advisory 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

VALIC Company I

2929 Allen Parkway

Houston, Texas 77019

International Growth Fund

(the “Fund”)

INFORMATION STATEMENT

REGARDING THE APPOINTMENT OF

SUB-ADVISER FOR THE FUND

You have received this Information Statement because on February 28, 2018, you owned interests in the Fund 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 decision by the Board of Directors (the “Board” or the “Directors”) of VALIC Company I (“VC I”) to appoint Morgan Stanley Investment Management Inc. (“MSIM”) as thesub-adviser to the Fund, replacing the Fund’s previoussub-advisers, American Century Investment Management, Inc. (“American Century”), Invesco Advisers, Inc. (“Invesco”) and Massachusetts Financial Services Company (“MFS”).

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.

Purpose of the Information Statement

At anin-person meeting held on October 23–24, 2017 (the “Meeting”), 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 “1940 Act”) (the “Independent Directors”), approved an InvestmentSub-Advisory Agreement (the“Sub-Advisory Agreement”) between The Variable Annuity Life Insurance Company (“VALIC”) and MSIM with respect to the Fund. In connection with the appointment of MSIM, the Board authorized the termination of the InvestmentSub-Advisory Agreements between VALIC and each of the Fund’s previoussub-advisers, American Century, Invesco and MFS, upon the effective date of theSub-Advisory Agreement. In connection with the appointment of MSIM as the Fund’s newsub-adviser, the Board also approved certain changes to the Fund’s investment objective, principal investment strategies, risks and techniques.

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 amendsub-advisory agreements with unaffiliatedsub-advisers without obtaining shareholder approval. The Board, including a majority of the Independent Directors, must first approve each new or amendedsub-advisory agreement. This allows VALIC to act more quickly to changesub-advisers 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 newsub-adviser and thesub-advisory agreement within 90 days of hiring a newsub-adviser. This Information Statement is being provided to you to satisfy this requirement.

This Information Statement is being posted on or about June 6, 2018, to all participants in a Contract or Plan who were invested in the Fund as of the close of business on February 28, 2018 (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. The Advisory Agreement was last approved by the Board at anin-person meeting held on August 7, 2017. 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 employssub-advisers, such as MSIM, 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’ssub-advisers 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 eachsub-adviser’s performance and conducts reviews of eachsub-adviser’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 theSub-Advisory Agreement. For the fiscal year ended May 31, 2017, the Fund paid VALIC advisory fees, before waivers, based on its average monthly net assets pursuant to the Advisory Agreement as follows:

Fund	Advisory Fees	% Average Monthly Net Assets
International Growth Fund	$4,068,516	0.93%

From February 1, 2016 to August 31, 2016, VALIC had contractually agreed to waive its advisory fee so that the advisory fee payable by the Fund to VALIC equaled 0.92% of average monthly assets on the first $250 million, 0.87% on the next $250 million, 0.82% on the next $500 million and 0.77% thereafter (the “Initial Advisory Fee Waiver Agreement”). From September 1, 2016 to March 7, 2018, VALIC had contractually agreed to waive its advisory fee so that the advisory fee payable by the Fund to VALIC equaled 0.89% of average monthly assets on the first $250 million, 0.84% on the next $250 million, 0.79% on the next $500 million and 0.74% thereafter (the “Subsequent Advisory Fee Waiver Agreement” and together with the Initial Advisory Fee Waiver Agreement, the “Prior Advisory Fee Wavier Agreements”).

In connection with the appointment of MSIM, and as set forth in the Fund’s prospectus dated March 8, 2018, the Fund’s investment objective and principal investment strategies were revised. The Fund’s investment objective changed from seeking capital growth through investments primarily in equity securities of issuers in developed foreign countries to seeking capital appreciation. The Fund’s principal investment strategies were revised to reflect that investments in preferred stock, forward currency exchange contracts,non-leveraged futures and option contracts, notes, bonds and other debt securities of companies, and obligations of foreign governments and their agencies, or other similar securities, were no longer principal investment strategies of the Fund. While the Fund continues to emphasize abottom-up stock selection approach, it now seeks to achieve its objective by investing primarily in established companies on an international basis with capitalizations within the range of companies in the MSCI ACWI ex USA Index. The Fund’s principal risks were also revised to reflect that “Foreign Sovereign Debt Risk,” “Credit Risk,” “Derivatives Risk,” “Interest Rate Risk,” “U.S. Government Obligations Risk,” “Geographic Risk,” “Price Volatility Risk” and “Preferred Stock Risk” were no longer principal risks of the Fund, and “Focused Fund Risk” and“Small-Cap Companies Risk” were added as principal risks of the Fund. In addition, the Fund changed its benchmark from the MSCI EAFE Index (net) to the MSCI ACWI ex USA Index (net) because the MSCI ACWI ex USA Index (net) is more representative of the securities in which the Fund invests pursuant to its investment strategies.

TheSub-Advisory Agreement

Effective March 8, 2018, and pursuant to theSub-Advisory Agreement, MSIM assumed responsibility for theday-to-day management of the Fund. Under the terms of theSub-Advisory Agreement, and subject to the oversight and review of VALIC, MSIM (i) manages the investment and reinvestment of the Fund’s assets; (ii) determines in its discretion the securities and other investments to be purchased or sold; (iii) maintains a trading desk and places

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orders for the purchase and sale of portfolio investments (or arranges for another entity to provide a trading desk and to place orders) with broker dealers selected by MSIM, subject to its control, direction, and supervision, which may include affiliated brokers or dealers; (iv) keeps records adequately demonstrating compliance with its obligations under theSub-Advisory Agreement; and (v) renders regular reports to the Directors as VALIC and the Directors may reasonably request. MSIM will discharge the foregoing responsibilities subject to the supervision and review of VALIC and the Board and in material conformity with applicable laws and regulations; VC I’s organizational documents, registration statement, prospectus and the investment objectives, policies and restrictions of the Fund; and any applicable procedures adopted by the Board.

TheSub-Advisory Agreement between VALIC and MSIM and the InvestmentSub-Advisory Agreements between VALIC and each of American Century, Invesco and MFS are otherwise substantially similar, except that theSub-Advisory Agreement differs in: (i) the name of thesub-adviser; (ii) the effective date of the agreement; (iii) terms relating to the compliance with federal securities laws, including the Internal Revenue Code of 1986, as amended, as well as compliance with the terms of the Fund’s registration statement, and its policies and procedures; (iv) express terms permitting MSIM to delegate its duties and obligations to any affiliate, subject to VALIC and Board approval; (v) express terms relating to VALIC’s voting of proxies; and (vi) terms permitting an indemnifying party to participate and direct the defense of a claim against an indemnified party.

With respect to (iv) above, MSIM uses the portfolio management, research and other resources of a foreign(non-U.S.) affiliate of MSIM that is not registered under the Investment Advisers Act of 1940, as amended, and the personnel of the foreign affiliate may provide services to the Fund through a “participating affiliate” arrangement, as that term is used in guidance granted by the staff of the SEC allowing U.S. registered investment advisers to use portfolio management or research resources of advisory affiliates subject to the regulatory supervision of the registered investment adviser. In all cases of any use of an affiliate, however, MSIM shall be liable to VALIC for the performance of its obligations under theSub-Advisory Agreement and any loss or damage arising out of, in connection with, or related to, the actions or omissions to act of any affiliate utilized thereunder to the same extent as if MSIM had taken such actions or been responsible for such omissions.

TheSub-Advisory Agreement shall continue in effect for an initial two year term beginning March 8, 2018. Thereafter, the continuance of theSub-Advisory Agreement must be approved annually in the manner required by the 1940 Act and the rules thereunder. TheSub-Advisory 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. TheSub-Advisory 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 theSub-Advisory Agreement. TheSub-Advisory Agreement is attached to this Information Statement asExhibit A.

In connection with the approval of theSub-Advisory Agreement, the Board approved an Amended and Restated Advisory Fee Waiver Agreement (“Current Advisory Fee Waiver Agreement”) between VALIC and VC I on behalf of the Fund, which became effective on March 8, 2018. Pursuant to the Current Advisory Fee Waiver Agreement, VALIC has agreed to limit its advisory fee to 0.75% of average monthly assets on the first $250 million, 0.70% on the next $250 million, 0.65% on the next $500 million and 0.60% thereafter. The Current Advisory Fee Waiver Agreement will continue in effect until September 30, 2019, and from year to year thereafter provided such continuance is agreed to by VALIC and approved by a majority of the directors who are not “interested persons” of VC I or VALIC as defined under the 1940 Act, and who have no direct or indirect financial interest in the operation of the Current Advisory Fee Waiver Agreement.

For the most recent fiscal year ended May 31, 2017, VALIC waived $226,023 of its management fee pursuant to the Prior Advisory Fee Waiver Agreements and thus received net advisory fees from the Fund in the amount of $3,842,493, or 0.88% of the Fund’s average daily net assets for the period. During the same period, VALIC paidsub-advisory fees in the aggregate amount of $2,152,896, or 0.49% of average daily net assets, and retained $1,689,597 of its management fee. If MSIM had subadvised the Fund for the 2017 fiscal year, based on applicable management fee waivers for the periods, VALIC would have paid $1,593,809 insub-advisory fees, or 0.36% of the Fund’s average daily net assets, and retained $2,248,684, or 0.51% of average daily net assets. This amount represents a 33% increase in the management fees retained by VALIC during the 2017 fiscal.

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If theSub-Advisory Agreement and the Current Advisory Fee Waiver Agreement had been in place for the 2017 fiscal year, VALIC would have waived $875,898 of its management fee and thus retained net advisory fees of $1,598,809 or 0.36% of average daily net assets, after payment ofsub-advisory fees to MSIM. This amount represents a 5% decrease in the management fees retained by VALIC for the fiscal year ended May 31, 2017 under the Prior Advisory Fee Waiver Agreements.

Thesub-advisory fees paid to MSIM and advisory fees retained by VALIC are hypothetical and designed to help you understand the potential effects of theSub-Advisory Agreement and Current Advisory Fee Waiver Agreement. The actual fees paid to MSIM and the actual advisory fees retained by VALIC may be different due to fluctuating asset levels and a variety of other factors.

Factors Considered by the Board of Directors

At the Meeting, the Board, including the Independent Directors, approved theSub-Advisory Agreement between VALIC and MSIM with respect to the Fund. In connection with the approval of theSub-Advisory Agreement with MSIM, the Board approved the termination of the existing InvestmentSub-Advisory Agreements with each of American Century, Invesco and MFS with respect to the Fund.

In connection with the approval of theSub-Advisory Agreement, the Board, including the Independent Directors, received materials relating to certain factors the Board considered in determining whether to approve theSub-Advisory Agreement. Those factors included: (1) the nature, extent and quality of the services to be provided to the Fund by MSIM; (2) thesub-advisory fees proposed to be charged in connection with MSIM’s 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(“Sub-Advisory Expense Group/Universe”); (3) the investment performance of a composite of other accounts managed by MSIM using the same strategy that would be applied to 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 MSIM against the Benchmark; (4) the costs of services and the benefits potentially to be derived by MSIM; (5) whether the Fund will benefit from possible economies of scale from engaging MSIM; (6) information regarding MSIM’s brokerage and trading practices and compliance and regulatory history; and (7) the terms of the proposedSub-Advisory Agreement.

In considering whether to approve theSub-Advisory 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 MSIM who responded to questions posed by the Board and management. The Independent Directors were separately represented by counsel that is independent of VALIC in connection with their consideration of approval of theSub-Advisory 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 MSIM. The Board reviewed information provided by MSIM relating to its operations and personnel. The Board also noted that MSIM’s management of the Fund will be subject to the oversight of VALIC and the Board, and must be made in accordance with the investment objectives, policies and restrictions set forth in the Fund’s prospectus and statement of additional information.

The Board considered information provided to them regarding the services to be provided by MSIM. The Board noted that MSIM will (i) manage the investment and reinvestment of the Fund’s assets; (ii) determine in its discretion the securities and other investments to be purchased or sold; (iii) maintain a trading desk and place orders for the purchase and sale of portfolio securities (or arrange for another entity to provide a trading desk and to place orders) with brokers or dealers selected by MSIM, subject to its control, direction, and supervision, which may include affiliated brokers or dealers; (iv) keep records adequately demonstrating compliance with its obligations under theSub-Advisory Agreement; and (v) render regular reports to the Board as VALIC and the Board may reasonably request. The Board reviewed MSIM’s history and investment experience as well as information regarding the qualifications, background and responsibilities of MSIM’s investment personnel who would provide services to the Fund. The Board also reviewed MSIM’s brokerage practices. The Board also noted that it received information on MSIM’s financial condition and compliance function of MSIM. The Board also considered MSIM’s

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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 thesub-advisory services to be provided by MSIM were expected to be satisfactory and that there was a reasonable basis to conclude that MSIM would provide a high quality of investment services to the Fund.

Fees and Expenses; Investment Performance.  The Board noted that thesub-advisory fee rate payable with respect to the Fund would decline as a result of the change insub-adviser. The Board considered information received regarding thesub-advisory fees paid with respect to the Fund forsub-advisory services compared against thesub-advisory fees of the funds in the Fund’s Subadvisory Expense Group/Universe. The Board also considered expense information of a comparable fund managed by MSIM; however, the Board noted that MSIM served as the investment adviser to the comparable fund and, thus, the services provided to the comparable fund were different than the proposed services to be provided to the Fund. The Board noted that VALIC negotiated thesub-advisory fee with MSIM at arm’s length.

The Board also 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. The Board also took into account that management was requesting that the Board approve an Advisory Fee Waiver Agreement between VALIC and the Fund under which VALIC will waive a portion of its management fee with respect to the Fund. Therefore, the Board considered that the appointment of MSIM will result in a reduction to the management fee paid by the Fund to VALIC.

The Board considered that a composite of thesub-advisory fees paid to the Fund’s previoussub-advisers, which were paid at a higher rate than thesub-advisory fee payable to MSIM, was above the median of its Subadvisory Expense Group/Universe. The Board also considered that thesub-advisory fee rate payable to MSIM contains breakpoints. The Board also took account of management’s discussion of the Fund’ssub-advisory fee and concluded in light of all factors considered that such fee was reasonable.

The Board also received and reviewed information prepared by an independent third-party provider of mutual fund data regarding the Fund’s investment performance compared against the Performance Group as of the period ended August 31, 2017. The Board also considered the performance of another fund managed by MSIM using a similar investment strategy as that which MSIM will use to manage the Fund. The Board noted that such comparable fund outperformed the Benchmark for theyear-to-date,one- year, and three- year periods ended September 30, 2017, and since-inception on December 28, 2010.

Cost of Services and Indirect Benefits/Profitability.  The Board considered the cost of services and profits expected to be realized in connection with theSub-Advisory 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 considered that thesub-advisory fee payable by VALIC with respect to the Fund would be reduced as a result of the replacement of the Fund’s previoussub-advisers with MSIM. The Board also noted that VALIC would waive a greater portion of its management fee if theSub-Advisory Agreement is approved. The Board, therefore, reviewed information provided by VALIC with respect to the expected impact on its profitability if MSIM is retained as the Fund’ssub-adviser. The Board also considered that thesub-advisory fee rate was negotiated with MSIM at arm’s length. In considering the anticipated profitability to MSIM in connection with its relationship to the Fund, the Directors noted that the fees under theSub-Advisory Agreement will be paid by VALIC out of the advisory fees that VALIC will receive from the Fund.

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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 MSIM from its relationship with the Fund was not material to their deliberations with respect to consideration of approval of theSub-Advisory Agreement.

Economies of Scale. For similar reasons as stated above with respect to MSIM’s anticipated profitability and its costs of providing services, the Board concluded that the potential for economies of scale in MSIM’s management of the Fund are not a material factor to the approval of theSub-Advisory Agreement, although the Board noted that the fee under the Sub-Advisory Agreement has breakpoints.

Terms of theSub-Advisory Agreement. The Board reviewed the terms of theSub-Advisory Agreement including the duties and responsibilities to be undertaken. The Board noted that the terms of theSub-Advisory Agreement and the terms of the currentsub-advisory agreements between VALIC and each of American Century, Invesco, and MFS are otherwise substantially similar, except that theSub-Advisory Agreement differs in: (i) the name of thesub-adviser; (ii) the effective date of the agreement; (iii) terms relating to the compliance with federal securities laws, including the Internal Revenue Code of 1986, as amended, as well as compliance with the terms of the Fund’s registration statement, and its policies and procedures; (iv) express terms permitting MSIM to delegate its duties and obligations to any affiliate, subject to VALIC and Board approval; (v) express terms relating to VALIC’s voting of proxies; and (vi) terms permitting an indemnifying party to participate and direct the defense of a claim against an indemnified party. The Board concluded that the terms of theSub-Advisory Agreement were reasonable.

Conclusions. In reaching its decision to approve theSub-Advisory 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 MSIM possesses the capability and resources to perform the duties required of it under theSub-Advisory Agreement.

Information about MSIM

MSIM is a subsidiary of Morgan Stanley and conducts a worldwide portfolio management business providing a broad range of services to customers in the United States and abroad. MSIM is located at 522 Fifth Avenue, New York, New York 10036. As of March 31, 2018, MSIM together with its affiliated asset management companies had approximately $469.1 billion in assets under management. MSIM is not affiliated with VALIC. No Director of VC I has owned any securities, or has had any material interest in, or a material interest in a material transaction with, MSIM or its affiliates since the beginning of the Fund’s most recent fiscal year. No officers or Directors of the Fund are officers, employees, directors or shareholders of MSIM.

The following chart lists the principal executive officers of MSIM and their principal occupations. The business address of each officer and director is 522 Fifth Avenue, New York, New York 10036.

Name	Position with MSIM and Principal Occupation
Odell, Christopher, L.	General Counsel, Secretary and Managing Director
Dunne, Maryalice	Director and Managing Director
Zabeli, Feta	Director and Managing Director
Simkowitz, Daniel, A.	President and Managing Director
Knierim, Timothy, J.	Chief Compliance Officer and Managing Director

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Hagarty, John, P.	Director and Managing Director
Rios, Anita	Treasurer and Executive Director
Pachnanda, Anchal	Director and Managing Director
Ali, Jeannine, V.	Chief Financial Officer and Managing Director

MSIM provides investment advisory orsub-advisory services, as applicable, to the mutual funds and other accounts listed below, which have investment strategies or objectives similar to that of the Fund. While the investment strategies or objectives of the mutual funds and other accounts listed below may be similar to that of the Fund, the nature of services provided by MSIM may be different. As asub-adviser, MSIM 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 December 31, 2017
Comparable Fund	Sub-Advisory Fee (% of average daily net assets)	Assets Under Management (millions)
International Advantage Portfolio	0.80% on first $1 billion 0.75% of assets over $1 billion	$73.3

Other Service Agreements

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 $295,806 and $2,613 to SunAmerica and VRSCO, respectively.

SunAmerica, the Fund’s administrator, and AIG Capital Services, Inc. (“ACS”), the Fund’s principal underwriter, are 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. The approval of theSub-Advisory Agreement did not affect the services provided to the Fund by SunAmerica, VRSCO or ACS.

Brokerage Commissions

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

ANNUAL 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

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185 Hudson Street

Suite 3300

Jersey City, New Jersey 07311

• call (800)448-2542

• visit VALIC’s website atwww.valic.com

SHAREHOLDER PROPOSALS

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 31,697,974 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 8th day of March, 2018, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as “VALIC,” and MORGAN STANLEY INVESTMENT MANAGEMENT INC., 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	International Equities Index Fund
Blue Chip Growth Fund	International Government Bond Fund
Broad Cap Value Income Fund	International Growth Fund
Capital Conservation Fund	Large Cap Core Fund
Core Equity Fund	Large Capital Growth Fund
Dividend Value Fund	Mid Cap Index Fund
Dynamic Allocation Fund	Mid Cap Strategic Growth Fund
Emerging Economies Fund	Nasdaq-100® Index Fund
Foreign Value Fund	Science & Technology Fund
Global Real Estate Fund	Small Cap Aggressive Growth Fund
Global Social Awareness Fund	Small Cap Fund
Global Strategy Fund	Small Cap Index Fund
Government Money Market I Fund	Small Cap Special Values Fund
Government Securities Fund	Small-Mid Growth Fund
Growth & Income Fund	Stock Index Fund
Growth Fund	Value Fund
Health Sciences Fund
Inflation Protected 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.

VALIC and theSUB-ADVISER agree as follows:

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1. Services Rendered and Expenses Paid by theSUB-ADVISER

TheSUB-ADVISER, subject to the control, direction, 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 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 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. TheSUB-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. TheSUB-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 toSUB-ADVISER.

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. In particular, in rendering the services required under this Agreement, the

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SUB-ADVISER may, consistent with applicable law and regulations, from time to time, employ, delegate, engage, or associate with such affiliated entities, or otherwise use the resources of one or more affiliated investment advisers that qualify as “participating affiliates,” as such term is used in relief granted by the staff of the Securities and Exchange Commission, and as identified in the Subadviser’s Form ADV, as it believes necessary to assist it in carrying out its obligations under this Agreement. In the case of any such delegation that involves any such entities or persons serving as an “investment adviser” to the Portfolio within the meaning of the Investment Company Act of 1940, as amended, such delegation must meet the requirements of Section 15(a) of said Act and related guidance. In instances where there is an affiliated investment adviser that qualifies as a “participating affiliate,” such relationship must comply with relevantno-action or exemptive orders issued by the staff of the Securities and Exchange Commission. TheSUB-ADVISER shall be liable to VALIC for the performance of theSUB-ADVISER’s obligations hereunder and any loss or damage arising out of, in connection with or related to the actions or omissions to act of any affiliate utilized hereunder.

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. TheSUB-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.

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 theSUB-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 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.

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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. TheSUB-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 theSUB-ADVISER in writing of such determination, 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.

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.

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

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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 known 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 theSUB-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.

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.

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 theSUB-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, theSUB-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 theSUB-ADVISER, may have an interest in VALIC.

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TheSUB-ADVISER shall not be liable to VALIC, VC I, 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.

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 VALIC.

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

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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 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.

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.

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 theSUB-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 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.

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.

11. 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

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With a copy to:

SunAmerica Asset Management, LLC

Attn: General Counsel

Harborside 5,185 Hudson Street, Suite 3300

Jersey City, NJ 07311

If toSUB-ADVISER:

Morgan Stanley Investment Management Inc.

Attn: General Counsel

522 Fifth Avenue

New York, NY 10036

12. 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/ Shana L. Walker
Name:	Shana L. Walker
Title:	Assistant Secretary

MORGAN STANLEY INVESTMENT MANAGEMENT INC.

By:	/s/ Maryalice Dunne
Name:	Maryalice Dunne
Title:	Managing Director

ATTEST:	/s/ Shawn Bartels
Name:	Shawn Bartels
Title:	Executive Director

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SCHEDULE A

COVERED FUNDS

Effective March 8, 2018

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 prorated for actual days in the relevant month:

Covered Fund	Fee
International Growth Fund	0.39% on the first $100 million
	0.37% on the next $100 million
	0.35% on assets over $200 million

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VALIC COMPANY I

2929 Allen Parkway

Houston, Texas 77019

International 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

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

This Notice is to inform you that an information statement (the “Information Statement”) regarding a change to the Fund’ssub-advisory arrangements 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 changes.

As discussed in the Information Statement, at anin-person meeting held on October 23–24, 2017, the Board of Directors (the “Board”) of VC I, 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 an InvestmentSub-Advisory Agreement (the“Sub-Advisory Agreement”) between The Variable Annuity Life Insurance Company (“VALIC”) and Morgan Stanley Investment Management Inc. (“MSIM”) with respect to the Fund. In connection with the appointment of MSIM, the Board authorized the termination of the InvestmentSub-Advisory Agreements between VALIC and each of the Fund’s previoussub-advisers, American Century Investment Management, Inc., Invesco Advisers, Inc., and Massachusetts Financial Services Company, upon the effective date of theSub-Advisory Agreement.

VC I has received an exemptive order from the U.S. Securities and Exchange Commission which allows VALIC, subject to certain conditions, to enter into and materially amendsub-advisory agreements without obtaining shareholder approval. The Board, including a majority of the Independent Directors, must first approve each new or amendedsub-advisory agreement. This allows VALIC to act more quickly to changesub-advisers 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 will provide information to shareholders about the newsub-adviser and thesub-advisory agreement within 90 days of the hiring of any newsub-adviser. This Information Statement is being provided to you to satisfy this requirement.

This Notice is being mailed on or about June 6, 2018, to all participants in a contract who were invested in the Fund as of the close of business on February 28, 2018. A copy of the Information Statement will remain on our website until at least June 6, 2019, and shareholders 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 June 6, 2019. 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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