SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

Check the appropriate box:

VALIC COMPANY I

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):

VALIC COMPANY I

2919 ALLEN PARKWAY, 8^th FLOOR

HOUSTON, TX 77019

(each, a "Fund" and collectively, the "Funds")

March 14, 2025

Dear Contract Owner:

You are receiving the enclosed information statement (the "Information Statement") because we wish to notify you of new subadvisory and sub-subadvisory agreements with respect to the Funds, each of which is a series of VALIC Company I (the "Company"). Each Fund's existing subadvisory agreement(s) and existing sub-subadvisory agreement(s), if any, automatically terminated as a result of the "assignment" (as that term is defined in the Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund's investment advisory agreement with The Variable Annuity Life Insurance Company ("VALIC"), each Fund's investment adviser. The new subadvisory agreements and sub-subadvisory agreements became effective on January 13, 2025 (the "Effective Date") and are identical in all material respects to the subadvisory agreements and sub-subadvisory agreements, as applicable, with respect to the relevant Fund that were in effect prior to the Effective Date, except for certain differences described in this Information Statement.

The assignment resulted from a "change of control" of VALIC. VALIC is an indirect wholly owned subsidiary of Corebridge Financial, Inc. ("Corebridge"). Prior to January 13, 2025, for purposes of the Investment Advisers Act of 1940 and the Investment Company Act of 1940, American International Group, Inc.'s ("AIG") share ownership of Corebridge, and the rights granted to AIG by Corebridge as part of a separation agreement between AIG and Corebridge, provided AIG with control over Corebridge's corporate and business activities. On January 13, 2025, AIG no longer had control over Corebridge's corporate and business activities (the "Change of Control Event").

There were no changes to each Fund's principal investment strategies or principal investment risks in connection with the effectiveness of the new agreements. The effectiveness of the new agreements did not result in any change to the advisory fees or expenses payable by each Fund.

As a matter of regulatory compliance, we are sending you this Information Statement, which includes information about the new agreements and the subadviser(s) and sub-subadviser(s), if any, to each Fund.

This document is for your information only and you are not required to take any action. Should you have any questions about these changes or if we can be of service to you in any other way, please feel free to call VALIC Client Services at 1-800-448-2542. We thank you for your continued support and investments.

Sincerely,

VALIC COMPANY I

2919 ALLEN PARKWAY

HOUSTON, TX 77019

INFORMATION STATEMENT

REGARDING NEW SUBADVISORY AGREEMENTS AND SUB-SUBADVISORY AGREEMENTS FOR

(each, a "Fund" and collectively, the "Funds")

You have received this information statement (the "Information Statement") because you are invested in at least one Fund, each of which is a series of VALIC Company I (the "Company"), through a variable annuity or variable life insurance policy. You are receiving this Information Statement in lieu of a proxy statement. This Information Statement describes new subadvisory agreements (collectively referred to as the "New Subadvisory Agreements," and each a "New Subadvisory Agreement") between The Variable Annuity Life Insurance Company ("VALIC" or the "Adviser"), each Fund's investment adviser, and each of the following subadvisers, as applicable: AllianceBernstein, L.P. ("AB"), Allspring Global Investments, LLC ("Allspring"), American Century Investment Management, Inc. ("American Century"), BlackRock Investment Management, LLC ("BlackRock"), Boston Partners Global Investors, Inc. d/b/a Boston Partners ("Boston Partners"), ClearBridge Investments, LLC ("ClearBridge"), Columbia Management Investment Advisers, LLC ("Columbia"), Duff & Phelps Investment Management Co. ("Duff &

Phelps"), Franklin Advisers, Inc. ("Franklin Advisers"), Goldman Sachs Asset Management, L.P. ("GSAM"), Invesco Advisers, Inc. ("Invesco"), J.P. Morgan Investment Management Inc. ("JPMorgan"), Janus Henderson Investors US LLC ("Janus"), Massachusetts Financial Services Company ("MFS"), Morgan Stanley Investment Management Inc. ("MSIM"), PineBridge Investments, LLC ("PineBridge"), T. Rowe Price Associates, Inc. ("T. Rowe Price"), Voya Investment Management Co, LLC ("Voya"), and Wellington Management Company, LLP ("Wellington") (collectively referred to as the "Subadvisers" and each a "Subadviser"). This Information Statement also describes new sub-subadvisory agreements (collectively referred to as the "New Sub-Subadvisory Agreements," and each a "New Sub-Subadvisory Agreement" and together with the New Subadvisory Agreements, the "New Agreements") between (i) Franklin Advisers and Brandywine Global Investment Management, LLC ("Brandywine") with respect to Global Strategy Fund, (ii) T. Rowe Price and T. Rowe Price Investment Management, Inc. ("T. Rowe Price Investment Management") with respect to Small Cap Growth Fund, and (iii) BlackRock and BlackRock International Limited ("BlackRock International") and BlackRock (Singapore) Limited ("BlackRock Singapore") with respect to Emerging Economies Fund. Under the New Agreements, each Fund will continue to be subadvised by its current Subadviser(s) and, if applicable, Sub-Subadviser(s).

The Funds are subject to the Investment Company Act of 1940, as amended (the "1940 Act"), which provides that any investment advisory agreement must terminate automatically upon its "assignment." As used in the 1940 Act, the term "assignment" includes any transfer of a controlling block of outstanding voting securities of an adviser or the parent company of an adviser. Such a transfer is often referred to as a "Change of Control Event."

VALIC is an indirect wholly owned subsidiary of Corebridge Financial, Inc. ("Corebridge"). Prior to January 13, 2025, for purposes of the Investment Advisers Act of 1940 and the Investment Company Act of 1940, American International Group, Inc.'s ("AIG") share ownership of Corebridge, and the rights granted to AIG by Corebridge as part of a separation agreement between AIG and Corebridge, provided AIG with control over Corebridge's corporate and business activities. On January 13, 2025, a Change of Control Event occurred and AIG no longer had control over Corebridge's corporate and business activities. As each Fund's subadvisory agreement(s) between VALIC and its Subadviser(s) automatically terminates upon the termination of the investment advisory agreement, such subadvisory agreement(s) also terminated upon the Change of Control Event. Similarly, as each Fund's sub-subadvisory agreement(s), if any, between its Subadviser and Sub-Subadvisers, if any, automatically terminates upon termination of the applicable subadvisory agreement, such sub-subadvisory agreement(s) also terminated upon the Change of Control Event.

VALIC and the Company rely on an exemptive order (the "Order") granted by the U.S. Securities and Exchange Commission on December 3, 1996, that permits VALIC to enter into or amend subadvisory agreements with unaffiliated subadvisers without obtaining shareholder approval. The Order applies to the Company and its Funds, and is subject to certain conditions, including the requirement that the Board of Directors of the Company (the "Board" and the members of which are referred to as "Directors"), including a majority of the Directors who are not "interested persons" (as that term is defined in Section 2(a)(19) of 1940 Act) (the "Independent Directors"), approves any new subadvisory agreement or amendment to a subadvisory agreement. To ensure that each Fund's Subadviser(s) and Sub-Subadviser(s), if any, may continue to provide subadvisory and sub-subadvisory services, respectively, to the Fund without interruption, the

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Board, including a majority of the Independent Directors, previously approved the New Agreements. The date on which each New Agreement was approved by the Board is set out on Appendix A. The New Agreements became effective on the Effective Date and are identical in all material respects to the subadvisory agreements and sub-subadvisory agreements, as applicable, with respect to the relevant Fund that were in effect prior to the Change of Control Event (collectively referred to as the "Prior Subadvisory Agreements" and the "Prior Sub-Subadvisory Agreements," respectively, and each a "Prior Subadvisory Agreement" and a "Prior Sub-Subadvisory Agreement," and together, the "Prior Agreements"), except for those differences described in this Information Statement.

The Order requires that within 60 days of entering into a new subadvisory agreement with respect to a Fund, the Company must furnish the Fund's shareholders with the same information about the new subadvisory agreement that would have been included in a proxy statement, except as modified by the Order. This Information Statement is being provided to you to satisfy this requirement. This Information Statement is being posted on or about March 14, 2025, to all participants in a Contract or Plan who were invested in the Fund as of the close of business on January 13, 2025 (the "Record Date") at https://www.corebridgefinancial.com/rs/prospectus-and-reports/information-statements.

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.

The Company and the Adviser

Each Fund is an investment series of the Company, a Maryland corporation. The Company entered into an Investment Advisory and Management Agreement (the "Advisory Agreement") with VALIC on January 1, 2002, as amended from time to time, with the approval of the Board, including a majority of the Independent Directors. The Advisory Agreement was last approved by the Board, including a majority of the Independent Directors, at an in-person meeting held on August 22, 2024 (the "August 2024 Meeting").

VALIC is an indirect, wholly-owned subsidiary of Corebridge. Pursuant to the terms of the Advisory Agreement, VALIC acts as an adviser for the Company, and each series thereof, and manages the daily business affairs of the Company. VALIC employs sub-advisers that make investment decisions for the Company. 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 the Company or VALIC. In addition, VALIC monitors and reviews the activities of the Company's sub-advisers and other third-party service providers and makes changes and/or replacements when deemed appropriate. Further, VALIC provides comprehensive investment and compliance monitoring, including, among other things, monitoring of each sub-adviser's performance, and conducts reviews of each sub-adviser's brokerage arrangements and best execution. VALIC also provides the Board with quarterly reports at each regular meeting regarding the Company and each series thereof.

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The Subadvisers act pursuant to subadvisory agreements with VALIC and the Sub-Subadvisers act pursuant to sub-subadvisory services with the applicable Subadviser. Their duties include furnishing continuing advice and recommendations to the Funds regarding securities to be purchased and sold, selecting broker dealers and negotiating commission rates for the Funds. The Subadvisers and Sub-Subadvisers are independent of VALIC and discharge their responsibilities subject to the policies of the Directors and the oversight and supervision of VALIC, which pays the Subadvisers' fees. The Funds do not pay fees directly to a Subadviser or Sub-Subadvisor.

The New Agreements

The material terms and conditions under the New Agreements are similar to the Prior Agreements, except for as set forth below:

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The New Subadvisory Agreements provide, among other things, that (i) the Subadvisers shall manage the assets of the applicable Fund(s), (ii) VALIC shall compensate the Subadvisers for their services, (iii) the Subadvisers are authorized to select the brokers or dealers to effect Fund transactions for the applicable Funds, and (iv) the Subadvisers shall comply with the applicable Fund's objectives, investment policies and restrictions and with applicable laws and regulations.

The New Subadvisory Agreements also provide for automatic termination unless, at least annually subsequent to their initial term, their continuance is approved by (i) the Board or the affirmative vote of the holders of a majority of the outstanding shares of the applicable Fund, and (ii) the Independent Directors. The New Subadvisory Agreements terminate automatically upon their assignment and are terminable at any time, without penalty, by the Board, VALIC, or the holders of a majority of the outstanding shares of the applicable Fund, on not less than 30 nor more than 60 days' prior written notice to the Subadvisers. The New Subadvisory Agreements are attached as Exhibit A.

Under the terms of the New Sub-Subadvisory Agreements, the Sub-Subadvisers may perform certain of the day-to-day operations of the applicable Fund(s), which may include one or more of the following services, at the request of the applicable Subadviser: (a) acting as investment advisor for and managing the investment and reinvestment of those assets of the applicable Fund(s) as the applicable Subadviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the applicable Fund(s) and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the applicable Fund(s); (b) providing advice, investment research and credit analysis concerning the applicable Fund(s)'s investments and investments that are under consideration for inclusion in the applicable Fund(s); (c) assisting the applicable Subadviser in determining what portion of the applicable Fund(s)'s assets will be invested in cash, cash equivalents and money market instruments; (d) placing orders for all purchases and sales of such investments made for the applicable Fund(s); (e) quantitative support (including performance attribution analysis) to the applicable Subadviser in connection with the applicable Fund(s); and (f) maintaining the books and records as are required to support the applicable Fund(s) investment operations.

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The New Sub-Subadvisory Agreements may be terminated by the applicable Trust or applicable Subadviser at any time, without the payment of any penalty, upon giving the Sub-Subadviser 60 days' notice, provided that such termination by the applicable Trust or applicable Subadviser shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the applicable Fund entitled to vote, or by the applicable Sub-Subadviser on 60 days' written notice, and will terminate automatically upon any termination of the New Subadvisory Agreements between VALIC and the applicable Subadviser. The New Sub-Subadvisory Agreements will also immediately terminate in the event of their assignment. The New Sub-Subadvisory Agreements are attached as Exhibit B.

There were no changes to the Advisory Agreement in connection with the approval of the New Agreements and the subadvisory fees payable to the Subadvisers under the New Subadvisory Agreements are identical to the subadvisory fees payable under the Prior Subadvisory Agreements. Accordingly, approval of the New Agreements is not expected to have any impact on VALIC's profitability. For its services under the applicable New Subadvisory Agreements, the applicable Subadviser receives a fee, payable monthly by VALIC, in an amount that is calculated as an annual percentage of the portion of the Fund's average daily net assets managed by the Subadviser. For its services under the applicable Sub-Subadvisory Agreements, the applicable Subadviser may pay the applicable Sub-Subadviser a fee that is a percentage of the subadvisory fee paid to the Subadviser under its Subadvisory Agreement with respect to the applicable Fund. Each Subadviser is paid out of the advisory fees that VALIC receives from the applicable Fund and the applicable Fund is not responsible for the payment of any subadvisory fees. Each Sub-Subadviser is paid out of the subadvisory fees that the applicable Subadviser receives from VALIC and neither VALIC nor the applicable Fund is responsible for the payment of any sub-subadvisory fees.

The below table sets forth the total advisory fees received by VALIC from each Fund pursuant to the Advisory Agreement and the advisory fees retained by VALIC with respect to the Fund after paying all subadvisory fees to the Subadviser(s) of the Fund for the most recent fiscal year ended May 31, 2024. The percentages and amounts shown in the table do not reflect any fee waivers and/or expense.

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Information about the Subadvisers

AllianceBernstein L.P. (AB) is a Delaware limited partnership with principal offices at 501 Commerce Street, Nashville, TN 37203. AB is a Delaware limited partnership. AB is a leading global investment management firm. AB provides management services for many of the largest U.S. public and private employee benefit plans, endowments, foundations, public employee retirement funds, banks, insurance companies and high net worth individuals worldwide. AB is also one of the largest mutual fund sponsors, with a diverse family of globally distributed mutual fund portfolios. As of December 31, 2024, AB had approximately $792 billion in assets under management.

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The following chart lists AB's principal executive officers and directors and their principal occupations. The address for these individuals is the same as for AB.

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

AB provides investment advisory or subadvisory services, as applicable, to other mutual funds and/or institutional accounts. None of these other mutual funds and/or institutional accounts have investment strategies or objectives similar to that of the Fund.

Allspring Global Investments, LLC (Allspring) is located at 1415 Vantage Park Drive, 3rd Floor, Charlotte, NC 28203. Allspring is a registered investment adviser that provides investment advisory services for registered mutual funds, company retirement plans, foundations, endowments, trust companies, and high net-worth individuals. As of June 30, 2024, Allspring managed approximately $420.3 billion in assets.

The following chart lists Allspring's principal executive officers and directors, their addresses and their principal occupations.

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

Allspring is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Fund(s). The name of each such fund or account, together with information concerning the fund's assets, and the advisory fee rate paid (as a percentage of average net assets) to Allspring for its management services, are set forth below.

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BlackRock Investment Management, LLC (BlackRock), BlackRock International Limited (BlackRock International) and BlackRock (Singapore) Limited (BlackRock Singapore) are wholly-owned subsidiaries of BlackRock, Inc. BlackRock is located at 1 University Square Drive, Princeton, NJ 08540-6455. BlackRock International is located at Exchange Place One 1 Semple Street Edinburgh, EH3 8BL, United Kingdom. BlackRock Singapore is located at 20 Anson Road #18-01 079912 Singapore. BlackRock, Inc. and its affiliates offer a full range of equity, fixed income, cash management and alternative investment products with strong representation in both retail and institutional channels, in the U.S. and in non-U.S. markets. As of December 31, 2024, the assets under management of BlackRock, Inc. (including its subsidiaries) were $11.55 trillion.

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The following chart lists BlackRock's principal executive officers and directors and their principal occupations. The address for these individuals is the same as for BlackRock.

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

BlackRock is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Fund(s). The name of each such fund or account, together with information concerning the fund's assets, and the advisory fee rate paid (as a percentage of average net assets) to BlackRock for its management services, are set forth below.

Boston Partners Global Investors, Inc. d/b/a Boston Partners ("Boston Partners") is located at One Beacon Street -30th Floor, Boston, MA 02108. Boston Partners is an indirect wholly-owned subsidiary of ORIX Corporation of Japan. Boston Partners is a value equity asset manager with $100.7 billion in assets under management as of June 30, 2024.

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The following chart lists Boston Partners' principal executive officers and directors, their addresses and their principal occupations.

No Director of the Company has, or has had, any material interest in, or a material interest in a material transaction with Boston Partners or its affiliates since the beginning of the applicable Fund's most recent fiscal year. No officers or Directors of the Company are officers, employees, directors, general partners or shareholders of Boston Partners.

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Boston Partners is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Fund(s). The name of each such fund or account, together with information concerning the fund's assets, and the advisory fee rate paid (as a percentage of average net assets) to Boston Partners for its management services, are set forth below.

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Brandywine Global Management, LLC (Brandywine) is located at 1735 Market Street, Suite 1800, Philadelphia, Pennsylvania 19103. Brandywine acts as adviser or subadviser primarily to individuals, public funds, corporations, pension and profit sharing plans, Taft-Hartley Plans, endowments and foundations, as well as to other investment company portfolios. As of December 31, 2024, Brandywine's total assets under management were approximately $63.3 billion (including non-discretionary accounts). Brandywine is an indirect wholly-owned subsidiary of Franklin Resources, Inc. (referred to as Franklin Templeton).

The following chart lists Brandywine's principal executive officers and directors and their principal occupations. The address of the individuals listed below is 1735 Market Street Suite 1800 Philadelphia, PA 19103.

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

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Brandywine is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Fund(s). The name of each such fund or account, together with information concerning the fund's assets, and the advisory fee rate paid (as a percentage of average net assets) to Brandywine for its management services, are set forth below.

ClearBridge Investments, LLC (ClearBridge) is located at 620 Eighth Avenue, New York, New York 10018 ClearBridge is a wholly-owned indirect subsidiary of Franklin Resources, Inc. ClearBridge is an investment adviser that manages US and international equity

investment strategies for institutional and individual investors. ClearBridge has been committed to delivering long-term results through active management for more than 50 years and bases its investment decisions on fundamental research and the insights of seasoned portfolio management teams. As of December 31, 2024, ClearBridge's assets under management (including assets under management for ClearBridge and ClearBridge Investments Limited and its subsidiaries) were approximately $189.6 million, including $41.3 billion for which ClearBridge provides non-discretionary investment models to managed account sponsors.

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The following chart lists ClearBridge's principal executive officers and directors and their principal occupations. The address for the individuals listed below is One Madison Avenue, New York, New York 10010.

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

ClearBridge is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Fund(s). The name of each such fund or account, together with information concerning the fund's assets, and the advisory fee rate paid (as a percentage of average net assets) to ClearBridge for its management services, are set forth below.

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Columbia Management Investment Advisers, LLC (Columbia) is located at 290 Congress Street, Boston, MA 02210. Columbia is a registered investment adviser and a wholly-owned subsidiary of Ameriprise Financial, Inc. Columbia's management experience covers all major asset classes, including equity securities, debt instruments and money market instruments. In addition to serving as an investment adviser to traditional mutual funds, exchange-traded funds and closed-end funds, Columbia acts as an investment adviser for itself, its affiliates, individuals, corporations, retirement plans, private investment companies and financial intermediaries. Columbia managed $445.3 billion in assets as of December 31, 2024.

The following chart lists Columbia's principal executive officers and directors and their principal occupations.

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

Columbia is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Fund(s). The name of each such fund or account, together with information concerning the fund's assets, and the advisory fee rate paid (as a percentage of average net assets) to Columbia for its management services, are set forth below.

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Franklin Advisers, Inc. (Franklin) is a California corporation with its principal offices at One Franklin Parkway, San Mateo, California 94403-1906. Franklin Advisers is a wholly-owned subsidiary of Franklin Resources, Inc. (referred to as "Franklin Templeton Investments"), a publicly owned company engaged in the financial services industry through its subsidiaries. As of December 31, 2024, Franklin Advisers managed approximately $424,490.80 million in assets composed of mutual funds and other investment vehicles for individuals, institutions, pension plans, trusts and partnerships in 128 countries.

The following chart lists Franklin Advisers's principal executive officers and directors and their principal occupations. The address for these individuals is the same as for Franklin Advisers.

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No Director of the Company has, or has had, any material interest in, or a material interest in a material transaction with Franklin or its affiliates since the beginning of the applicable Fund's most recent fiscal year. No officers or Directors of the Company are officers, employees, directors, general partners or shareholders of Franklin Advisers.

Franklin Advisers provides investment advisory or subadvisory services, as applicable, to other mutual funds and/or institutional accounts. None of these other mutual funds and/or institutional accounts have investment strategies or objectives similar to that of the Fund.

Goldman Sachs Asset Management, L.P. (GSAM) is located at 200 West Street, New York, NY 10282. GSAM has been registered as an investment adviser with the SEC since 1990 and is an affiliate of Goldman Sachs & Co. LLC ("Goldman"). As of December 31, 2024, GSAM, including its investment advisory affiliates, had assets under supervision of approximately $2,819,581 million. Assets under supervision include assets under management and other client assets for which Goldman does not have full discretion

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The following chart lists GSAM's principal executive officers and directors and their principal occupations. The address of the individuals listed below is 200 West St, New York, NY 10282.

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

GSAM provides investment advisory or subadvisory services, as applicable, to other mutual funds and/or institutional accounts. None of these other mutual funds and/or institutional accounts have investment strategies or objectives similar to that of the Fund.

Janus Henderson Investors US LLC (Janus) is a Delaware limited liability company with principal offices at 151 Detroit Street, Denver, Colorado 80206. Janus is an indirect subsidiary of Janus Henderson Group plc., a publicly traded company with principal operations in financial asset management businesses that had approximately $378.7 billion in assets under management as of December 31, 2024. Janus (together with its predecessors) has served as an investment adviser since 1970.

The following chart lists Janus's principal executive officers and directors and their principal occupations. The address for these individuals is the same as for Janus.

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No Director of the Company 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 applicable Fund's most recent fiscal year. No officers or Directors of the Company are officers, employees, directors, general partners or shareholders of Janus.

Janus is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Fund(s). The name of each such fund or account, together with information concerning the fund's assets, and the advisory fee rate paid (as a percentage of average net assets) to Janus for its management services, are set forth below.

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Janus Henderson US Mid Cap Growth strategy comparable funds:

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J.P. Morgan Investment Management, Inc. (JPMorgan) is a Delaware corporation and is an indirect, wholly-owned subsidiary of JPMorgan Chase & Co. JPMorgan is located at 383 Madison Avenue, New York, NY 10179. As of December 31, 2024, JPMorgan together with its affiliated companies had approximately $3.479 trillion in assets under management.

The following chart lists JPMorgan's principal executive officers and directors and their principal occupations. The address of the individuals listed below is 270 Park Avenue, New York, NY 10172.

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

JPMorgan is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Fund(s). The name of each such fund or account, together with information concerning the fund's assets, and the advisory fee rate paid (as a percentage of average net assets) to JPMorgan for its management services, are set forth below.

Massachusetts Financial Services Company (MFS) is located at 111 Huntington Avenue, Boston, MA 02199. MFS and its predecessor organizations have a history of money management dating from 1924. MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which in turn is an indirect majority-owned subsidiary of Sun Life Financial Inc. (a diversified financial services company). Net assets under management of the MFS organization were approximately $605 billion as of December 31, 2024.

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The following chart lists MFS's principal executive officers and directors and their principal occupations. The address of the individuals listed below is 111 Huntington Avenue Boston, MA 02199.

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

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MFS is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Fund(s). The name of each such fund or account, together with information concerning the fund's assets, and the advisory fee rate paid (as a percentage of average net assets) to MFS for its management services, are set forth below.

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Morgan Stanley Investment Management Inc. (MSIM) is located at 1585 Broadway, New York, NY 10036. MSIM Inc. 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 Inc. is located at 1585 Broadway, New York, NY 10036. As of December 31, 2024, MSIM Inc. and its affiliated asset management companies had approximately $1.666 trillion in assets under management.

The following chart lists MSIM's principal executive officers and directors and their principal occupations. The address for these individuals is the same as for MSIM.

No Director of the Company has, 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 applicable Fund's most recent fiscal year. No officers or Directors of the Company are officers, employees, directors, general partners or shareholders of MSIM.

MSIM is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Fund(s). The name of each such fund or account, together with information concerning the fund's assets, and the advisory fee rate paid (as a percentage of average net assets) to MSIM for its management services, are set forth below.

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PineBridge Investments, LLC (PineBridge) is a Delaware limited liability company located at Park Avenue Tower, 65 East 55th Street, New York, NY 10022. PineBridge is a Delaware limited liability company and is a wholly-owned subsidiary of PineBridge Investments Holdings US LLC which is a wholly-owned subsidiary of PineBridge Investments, L.P., a company owned by Pacific Century Group, an Asia-based private investment group. Pacific Century Group is majority-owned by Mr. Richard Li Tzar Kai. As of November 30, 2024, PineBridge managed approximately $192,995 million in assets.

The following chart lists Pinebridge's principal executive officers and directors and their principal occupations. The address for these individuals is the same as for PineBridge.

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

PineBridge is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Fund(s). The name of each such fund or account, together with information concerning the fund's assets, and the advisory fee rate paid (as a percentage of average net assets) to PineBridge for its management services, are set forth below.

T. Rowe Price Associates, Inc. (T. Rowe Price) is located at 100 East Pratt Street, Baltimore, MD 21202. T. Rowe Price, which was founded by Thomas Rowe Price, Jr. in 1937, is one of the pioneers of the growth stock theory of investing. Its approach to managing money is based on proprietary research and a strict investment discipline developed over seven decades. The firm, which is a wholly-owned subsidiary of T. Rowe Price Group, Inc., a publicly owned financial services company, is one of the nation's leading no-load fund managers. As of December 31, 2024, T. Rowe Price and its affiliates had approximately $1.61 trillion in assets under management.

The following chart lists T. Rowe Price's principal executive officers and directors and their principal occupations. The address for these individuals is the same as for T. Rowe Price.

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No Director of the Company has, or has had, any material interest in, or a material interest in a material transaction with T. Rowe Price or its affiliates since the beginning of the applicable Fund's most recent fiscal year. No officers or Directors of the Company are officers, employees, directors, general partners or shareholders of T. Rowe Price.

T. Rowe Price is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Fund(s). The name of each such fund or account, together with information concerning the fund's assets, and the advisory fee rate paid (as a percentage of average net assets) to T. Rowe Price for its management services, are set forth below.

T. Rowe Price Investment Management, Inc. (T. Rowe Price Investment Management) is an affiliated investment adviser of T. Rowe Price and is located at 100 East Pratt Street Baltimore, MD 21202. As of December 31, 2024, T. Rowe Price and its affiliates had approximately $1.61 trillion in assets under management and provided investment management services for more than 9 million individual and institutional investor accounts.

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The following chart lists T. Rowe Price Investment Management's principal executive officers and directors and their principal occupations. The address for these individuals is the same as for T. Rowe Price Investment Management.

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with T. Rowe Price Investment Management or its affiliates since the beginning of the applicable Portfolio's most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of T. Rowe Price Investment Management.

T. Rowe Price Investment Management provides investment advisory or sub-advisory services, as applicable, to other mutual funds and/or institutional accounts. None of these other mutual funds and/or institutional accounts have investment strategies or objectives similar to that of the Portfolio.

Voya Investment Management Co. LLC (Voya) is located at 1633 Broadway, New York, NY 10019. Voya is a wholly owned subsidiary of Voya Investment Management LLC ("Voya IM LLC"), a registered investment adviser, which in turn is a wholly owned subsidiary of VIM Holdings LLC, a Delaware limited liability company. Voya Financial, Inc., a publicly traded company (NYSE: VOYA), holds a 76% economic stake in VIM Holdings LLC through its subsidiary Voya Holdings Inc. As of July 25, 2022, Allianz SE, a stock corporation organized and existing under the laws of the European Union and the Federal Republic of Germany, holds an indirect 24% economic stake in VIM Holdings LLC as a result of a transaction combining Voya IM LLC with the assets and teams comprising specified transferred strategies formerly managed by Allianz Global Investors U.S. LLC. Voya began business as an investment adviser on November 6, 1972, under the name of Aetna Capital Management, Inc. As of September 30, 2024, Voya had $337,176 million in total assets under management. Voya assets of $339,176 million are calculated on a market value basis for all accounts. Voya assets of $340,520 million, as reported in Voya Financial SEC filings, represent revenue-generating assets for which Voya has full discretionary investment management responsibility.

The following chart lists Voya's principal executive officers and directors, their addresses and their principal occupations.

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

Voya is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Fund(s). The name of each such fund or account, together with information concerning the fund's assets, and the advisory fee rate paid (as a percentage of average net assets) to Voya for its management services, are set forth below.

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Wellington Management Company, LLP (Wellington) is a Delaware limited liability partnership with principal offices at 280 Congress Street, Boston, Massachusetts 02210. Wellington is a Delaware limited liability partnership and is a professional investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. As of December 31, 2024, Wellington and its investment advisory affiliates had investment management authority with respect to approximately $1.24 trillion in assets.

The following chart lists Wellington's principal executive officers and directors and their principal occupations. The address for these individuals is the same as for Wellington.

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

Wellington is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Fund. The name of each such fund or account, together with information concerning the fund's assets, and the advisory fee rate paid (as a percentage of average net assets) to Wellington for its management services, are set forth below.

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Factors Considered by the Board With Respect to Approval of the New Agreements and Renewal of the Prior Agreements

Disclosure of the factors considered by the Board with respect to the approval of the New Agreements (as well as the Advisory Agreement and the Prior Agreements) was previously included in shareholder reports or the Company's reports filed on Form N-CSR and is set out in Appendix B.

Ownership of Shares

Shares of the Company are owned by VALIC, American General Life Insurance Company, ("AGL") and The United States Life Insurance Company in the City of New York ("USL") through their insurance company separate accounts, and the Conservative Growth Lifestyle Fund ("VCG"), Moderate Growth Lifestyle Fund ("VMG"), Aggressive Growth Lifestyle Fund ("VAG") and Dynamic Allocation Fund ("VDA"), each a series of the Company for which VALIC serves as investment adviser and that is managed as a "fund of funds." As of February 21, 2025, the ownership of the Funds' shares is as follows:

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VALIC's address is 2919 Allen Parkway, 8^th Floor, Houston, Texas 77019. AGL's address is 2727-A Allen Parkway, Houston, Texas 77019. USL's address is One World Financial Center, 200 Liberty Street, New York, New York 10281. The address for VAG, VCG, VDA and VMG is 2919 Allen Parkway, 8th Floor, Houston, Texas 77019.

Shareholders that own of record or beneficially more than 25% of the Fund's outstanding shares may be considered controlling persons. As of February 21, 2025, to the knowledge of the Company, no other person beneficially or of record owned 5% or more of any class of the Fund's outstanding shares.

As of February 21, 2025, the Directors and officers of the Company as a group owned an aggregate of less than 1% of the shares of each Fund.

Brokerage Commissions

The table below sets forth for the Funds' fiscal years ended May 31, 2024, the aggregate brokerage commissions paid to affiliated broker-dealers and the amount paid to such affiliated broker-dealers as a percentage of the Funds' aggregate brokerage commissions.

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Other Service Providers

The Company 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 each Fund. The Company 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. SunAmerica and Corebridge Capital Services, Inc. ("CCS"), each Fund's principal underwriter, are located at 30 Hudson Street, 16th Floor, Jersey City, New Jersey 07302. VRSCO, each Fund's transfer agent, is located at 2919 Allen Parkway, 8th floor, Houston, Texas 77019. SunAmerica is an indirect, wholly-owned subsidiary of Corebridge. VALIC is also an indirect, wholly-owned subsidiary of Corebridge, and therefore, is an affiliate of SunAmerica. VRSCO and CCS are also affiliates of VALIC. The approval of the New Agreements did not affect the services provided to the Funds by SunAmerica, VRSCO, or CCS.

The table below sets forth the amount of fees for accounting and administrative services paid to SunAmerica and the amount of transfer agency services fees paid to VRSCO for the Funds' fiscal years ended May 31, 2024:

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Shareholder Reports

Copies of the most recent Annual and Semi-Annual Shareholder Reports and reports on Form N-CSR of the Funds are available without charge and may be obtained by writing to the Company at P.O. Box 15570, Amarillo, Texas 79105-5570, Attn: Annuity Service Center or by calling (800) 445-7862.

Shareholder Proposals

The Company is not required to hold annual shareholder meetings. If a shareholder wishes to submit proposals for consideration at a future shareholder meeting, the Company must receive the proposal a reasonable time before the solicitation is to be made. Written proposals should be sent to Kathleen D. Fuentes, Esq., Secretary of VALIC Company I, 30 Hudson Street, 16^th Floor, Jersey City, New Jersey 07302.

Dated: March 14, 2025

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Appendix A

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Appendix B

Factors Considered by the Board of Directors With Respect to Approval of the New Agreements

Factors Considered by the Board of Directors With Respect to Approval of the New Subadvisory Agreement Between VALIC and Voya at the July 2022 Meeting

At a meeting held on July 11, 2022 (the "July 2022 Meeting"), the Board of the Company, including the Independent Directors, approved a new investment subadvisory agreement between VALIC and Voya, with respect to Mid Cap Strategic Growth Fund and Science & Technology Fund (the "Voya Funds") (the "Voya Subadvisory Agreement"). The Board also approved a subadvisory agreement between VALIC and Voya to take effect upon any change in control of VALIC that occurs at a future date in connection with AIG's sale of Corebridge (together with the Voya Subadvisory Agreement, the "Voya Subadvisory Agreements").²

In connection with the approval of the Voya Subadvisory Agreement, the Board, including the Independent Directors, received materials relating to certain factors the Board considered in determining whether to approve the Voya Subadvisory Agreement. Those factors included: (1) the nature, extent and quality of the services to be provided to the Voya Funds by Voya; (2) the subadvisory fees proposed to be charged in connection with Voya's management of the applicable Voya Funds, compared to subadvisory 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 Voya Funds compared to the performance of comparable funds as selected by an independent third-party provider of investment company data ("Performance Group"), and against each Fund's benchmark ("Benchmark"), and the performance of comparable funds managed by Voya against the Benchmark, as applicable; (4) the costs of services and the benefits potentially to be derived by Voya; (5) whether each Fund will benefit from possible economies of scale from engaging Voya; (6) information regarding Voya's brokerage and trading practices and compliance and regulatory history; and (7) the terms of the proposed Voya Subadvisory Agreement. The Board noted that its consideration of much of the information provided in connection with the annual renewal of the prior subadvisory agreement was applicable for its consideration of the Voya Subadvisory Agreement since the same portfolio management team would be responsible for the Voya sleeves of the Voya Funds.

The Board noted that in accordance with Section 15(c) of the 1940 Act, Voya furnished the Board with extensive information at the meeting in connection with the consideration and approval of the Voya Subadvisory Agreement. The Independent Directors were separately represented by counsel

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that is independent of VALIC and Voya in connection with their consideration of approval of the Voya 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 Voya Funds by Voya. The Board reviewed information provided by Voya relating to Voya's operations and personnel. The Board also took into account that the individuals at AllianzGI currently responsible for managing each Fund's portfolio will continue to manage the applicable Fund's portfolio following the change in sub-adviser to Voya. The Board also noted that Voya's management of the Voya Funds will 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 each Fund's prospectus and statement of additional information. The Board also noted that each Fund's principal investment strategies and techniques were not expected to change in connection with the acquisition.

The Board considered information provided to them regarding the services to be provided by Voya. The Board noted that Voya will (i) determine the securities to be purchased or sold on behalf of the Voya Funds; (ii) provide VALIC with records concerning its activities, which VALIC or the Voya Funds are required to maintain; and (iii) render regular reports to VALIC and to officers and Directors of the Voya Funds concerning its discharge of the foregoing responsibilities. The Board reviewed Voya's history and investment experience as well as information regarding the qualifications, background and responsibilities of Voya's investment and compliance personnel, as applicable, who would provide services to the Voya Funds. The Board also took into account the financial condition of Voya. The Board also reviewed Voya's brokerage practices. The Board also considered Voya's 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 Voya Funds.

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

Fees and Expenses; Investment Performance.

The Board received and reviewed information regarding the fees proposed to be charged by Voya for subadvisory services compared against the subadvisory fees of the funds in the Fund's Subadvisory Expense Group/Universe. The Board noted that VALIC negotiated the subadvisory fee with Voya at arm's length. The Board also noted that the subadvisory fee rate to be payable to Voya pursuant to the Voya Subadvisory Agreement is identical to the subadvisory fee rate payable to AllianzGI pursuant to the current subadvisory agreement with AllianzGI with respect to each applicable Fund. The Board considered that the subadvisory fees will be paid by VALIC out of the advisory fees it receives from the Voya Funds, that the subadvisory fees are not paid by the Fund, and that subadvisory fees may vary widely for various reasons, including market pricing demands, existing relationships, experience and success,

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and individual client needs. Therefore, the Board considered that the engagement of Voya will not result in any change to the management fee paid by the Voya Funds to VALIC. The Board also considered expense information of comparable funds or accounts managed by Voya that have comparable investment objectives and strategies to the Voya Funds.

The Board took into account management's discussion of the Voya Funds' expenses. The Board noted that the Science & Technology Fund's actual management fees, total net expenses and actual subadvisory fees were above the medians of the Expense Group/Universe and the Subadvisory Expense Universe, as applicable. The Board also noted that the Mid Cap Strategic Growth Fund's actual management fees, total net expenses and actual subadvisory fees were below the medians of the Expense Group/Universe and the Subadvisory Expense Universe, as applicable. The Board also took account of management's discussion of the Voya Funds' proposed subadvisory 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 annual renewal of the subadvisory agreement by an independent third-party provider of mutual fund data regarding each Fund's investment performance compared against the Performance Group (as of April 30, 2022) and Benchmark (as of February 28, 2022). The Board noted that Science & Technology Fund underperformed its Lipper peer index for the one- and three- year periods and outperformed for the five-year period; underperformed the median of its Performance Universe for the one-year period and outperformed for the three- and five-year periods; underperformed the median of its Performance Group for the one- and three-year periods and outperformed for the five-year period; and underperformed its benchmark for the one-, three- and five-year periods. The Board noted that the Mid Cap Strategic Growth Fund outperformed its Lipper peer index and the medians of its Performance Group/Universe for the one-, three- and five-year periods; and outperformed its benchmark for the one-, three- and five-year periods. The Board took into account management's prior discussion of each 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 Voya Subadvisory Agreement. The Board noted that the subadvisory fee rate proposed to be paid pursuant to the Voya Subadvisory Agreement would not change as a result of the changes in sub-adviser and that, as a result, the approval of the Voya Subadvisory Agreement was not expected to have any impact on VALIC's profitability with respect to either Fund. The Board considered that the subadvisory fee rates were negotiated with Voya at arm's length. In considering the anticipated profitability to Voya in connection with its relationship to the Voya Funds, the Directors noted that the fees under the Voya Subadvisory Agreement will be paid by VALIC out of the advisory fees that VALIC will receive from the Voya Funds.

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 Voya from their relationship with the Voya Funds was not material to their deliberations with respect to consideration of approval of the Voya Subadvisory Agreement.

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Economies of Scale.

For similar reasons as stated above with respect to Voya's anticipated profitability and its costs of providing services, the Board concluded that the potential for economies of scale in Voya's management of the Voya Funds are not material factors to the approval of the Voya Subadvisory Agreement, although the Board noted that the Voya Funds have breakpoints at the subadvisory fee level.

Terms of the Subadvisory Agreement.

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

Conclusions.

In reaching its decisions to approve the Voya 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 Voya possesses the capability and resources to perform the duties required under the Voya Subadvisory Agreement.

Factors Considered by the Board of Directors With Respect to Approval of the New Agreements at the August 2022 Meeting

At a meeting held on August 2-3, 2022 (the "August 2022 Meeting"), the Board, including the Independent Directors of the Company, approved with respect to the Funds the Investment Advisory Agreement between VALIC and the Company (the "Advisory Agreement") and the New Subadvisory Agreements (together with the Advisory Agreement, the "Advisory Contracts"): AB, Allspring, BlackRock, Brandywine, ClearBridge, Columbia, DIFA, Franklin Advisers, GSAM, Invesco, Invesco Asset Management Limited ("Invesco Limited"), Janus, JPMorgan, MFS, MSIM, Morgan Stanley Investment Management Company ("MSIM Co."), PineBridge, SunAmerica, T. Rowe Price, Voya and Wellington. Prior to the August 2022 Meeting at which the Advisory Contracts were approved, the Board also discussed and considered information regarding the proposed continuation of the Advisory Contracts at a meeting held on July 11, 2022.³

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In addition, at the August 2022 Meeting, the Board approved a new investment advisory agreement between the Company and VALIC (the "New Advisory Agreement") in connection with AIG's expected separation of its life and retirement business, including VALIC and SunAmerica, into a stand-alone entity, Corebridge (the "Transaction"). The Board noted that when AIG's stake in Corebridge goes below 25%, there would be a Change of Control Event which would result in the automatic termination of the Advisory Contracts. In order to ensure that the existing investment advisory and subadvisory services can continue uninterrupted, the Board approved the New Subadvisory Agreements" and together with the New Advisory Agreements, the "New Agreements") to go into effect at the time of the Change of Control Event. The Board noted that shareholders of each Fund would be asked to approve the New Advisory Agreements and shareholders of the SunAmerica Sub-Advised Funds will be asked to approve the New Subadvisory Agreements between VALIC and SunAmerica, but that shareholder approval of New Subadvisory Agreements with the current, unaffiliated sub-advisers to the Funds is not required due to the Funds' current exemptive order that permits VALIC, subject to the approval of the Board, but without the need for shareholder approval, to enter into and materially amend subadvisory agreements with unaffiliated sub-advisers.

In connection with the approval of the Advisory Contracts and the New Agreements, the Board received materials relating to certain factors the Board considered in determining to renew such Advisory Contracts and New Agreements. Those factors included: (1) the nature, extent and quality of services provided by VALIC and the Sub-advisers; (2) the advisory fee and subadvisory fees charged in connection with VALIC's and the Sub-advisers' management of each Fund, compared to advisory fee rates of the Expense Group/Universe and subadvisory fee rates of a group of the Subadvisory Expense Group/Universe, as selected by an independent third-party provider of investment company data; (3) the investment performance of the Funds compared to performance of comparable funds as selected by an independent third-party provider of mutual fund data ("Performance Group/Universe") and against each Fund's benchmarks; (4) the costs of services and the benefits potentially derived by VALIC and the Sub-advisers and their respective affiliates; (5) a comparison of advisory fee schedules and performance with respect to other mutual funds and accounts with similar investment strategies and/or objectives to the Funds, as applicable, and which are advised or managed by VALIC or SunAmerica, an affiliated Sub-adviser; (6) whether the Funds will benefit from possible economies of scale from engaging VALIC and the Sub-advisers; (7) the profitability of VALIC, the Sub-advisers and their respective affiliates, including amounts retained by VALIC after payment of subadvisory fees; (8) the terms of the Advisory Contracts and New Agreements; (9) information regarding VALIC's and the Sub-advisers' compliance and regulatory history; and (10) information about the services VALIC provides in connection with the oversight of the Sub-advisers.

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The Independent Directors were separately represented by counsel that is independent of VALIC and the Sub-advisers in connection with their consideration of approval of the Advisory Contracts and New Agreements. The matters discussed below were also considered separately by the Independent Directors in an executive session at a meeting held on July 11, 2022, and executive sessions held during the August 2022 meeting during which such independent counsel provided guidance to the Independent Directors. Following the July 11, 2022 meeting, the Independent Directors submitted questions and requests for additional information to management and considered management's responses thereto at the August 2022 meeting. The continuation of all Advisory Contracts was approved at the August 2022 meeting for a one-year term beginning September 1, 2022 and ending August 31, 2023. The New Agreements were approved at the August 2022 meeting for an initial two-year term beginning at the time of the Change of Control Event.

Annual Renewal of the Advisory Contracts

Nature, Extent and Quality of Services.

The Board considered the nature, extent and quality of services to be provided to the Funds by VALIC and the sub-advisers. The Board reviewed information provided by VALIC relating to its operations and personnel. The Board also took into account its knowledge of VALIC's management and the quality of the performance of VALIC's duties, through Board meetings, discussions and reports during the preceding year and through VALIC's long history of service to the Company. The Board considered that VALIC is responsible for the management of the day-to-day operations of the Company, including but not limited to, general supervision of and coordination of the services provided by the sub-advisers, and is also responsible for monitoring and reviewing the activities of the sub-advisers and other third-party service providers. The Board also noted that VALIC's and the sub-advisers' management of the Company is subject to the oversight of the Board and must be made in accordance with the investment objectives, policies and restrictions set forth in the Company's prospectuses and statements of additional information. The Board noted that VALIC monitors the performance of the Funds and from time-to-time recommends sub-adviser changes and/or other changes intended to improve the performance of the Funds.

The Board noted that VALIC personnel meet on a regular basis to discuss the performance of the Company, as well as the positioning of the insurance products, employer-sponsored retirement plans and the Funds generally vis-à-vis competitors. The Board also considered VALIC's financial condition and whether it had the financial wherewithal to provide the services under the Advisory Agreement with respect to each Fund. The Board also considered VALIC's risk management processes. The Board further considered the significant risks assumed by VALIC in connection with the services provided to the Funds, including entrepreneurial risk in sponsoring new Funds and ongoing risks such as operational, reputational, liquidity, litigation, regulatory and compliance risks with respect to all Funds.

With respect to the services provided by the sub-advisers, the Board considered information provided to them regarding the services provided by each sub-adviser, including information presented throughout the previous year. The Board noted that each sub-adviser (i) determines the securities to be purchased or sold on behalf of the Fund(s) it manages as may be necessary in connection therewith; (ii) provides VALIC with records concerning its activities, which VALIC or the Funds are required to maintain; and (iii) renders regular reports to VALIC and to officers

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and Board concerning its discharge of the foregoing responsibilities. The Board reviewed each sub-adviser's history and investment experience as well as information regarding the qualifications, background and responsibilities of the sub-adviser's investment, compliance and other personnel who provide services to the Funds. The Board also took into account the financial condition of each sub-adviser. The Board also considered each sub-adviser's brokerage practices and risk management processes.

The Board reviewed VALIC's and SunAmerica's compliance program and personnel. The Board noted that SunAmerica is an affiliated company of VALIC and serves as the administrator to the Funds, as well as sub-advises certain Funds. The Board also considered VALIC's and each sub-adviser's regulatory history, including information regarding whether it was currently involved in any regulatory actions or investigations as well as material litigation.

The Board concluded that the scope and quality of the advisory services provided by VALIC and the sub-advisers were satisfactory and that there was a reasonable basis on which to conclude that each would provide a high quality of investment services to the Funds.

Fees and Expenses; Investment Performance. The Board received and reviewed information regarding each Fund's total expenses, advisory and subadvisory fees, and other expenses compared against the expenses and fees of the funds in its Expense Group, Expense Universe and Subadvisory Expense Universe and, in some cases as noted below, the Subadvisory Expense Group. The Board noted that VALIC negotiates the subadvisory fees with each of the unaffiliated sub-advisers at arms-length. The Board also considered that the subadvisory fees are paid by VALIC out of its advisory fees it receives from the Funds and is not paid by the Funds, and that subadvisory fees may vary widely within the Subadvisory Expense Group/Universe for various reasons, including market pricing demands, existing relationships, experience and success, and individual client needs. The Board noted the affiliation of SunAmerica with VALIC, noting any potential conflicts of interest. The Board also noted that VALIC annually waives a portion of its advisory fee and/or reimburses the expenses of certain of the Funds.

The sub-advisers provided, and the Board also considered, expense information of comparable accounts managed by the sub-advisers, as applicable, which accounts may include one or more of the following types of accounts: retail mutual funds, mutual funds sold through variable annuity and variable insurance products, and other institutional-type accounts.

The total expense information, advisory fee information, and subadvisory fee information considered by the Board, among other fee and expense data, is summarized below. Expense ratio data included in the independent third-party report was based on unaudited data from the semi-annual report dated November 30, 2021.

The Board also received and reviewed information prepared by management and by an independent third-party regarding each Fund's investment performance compared against its benchmark and Performance Group/Universe. The Board noted that performance information provided by the independent third-party was for the period ended April 30, 2022, and that benchmark information provided by management was through the period ended May 31, 2022. The Board noted that it regularly reviews the performance of the Funds throughout the year. The

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Board further noted that, although it monitors the Funds' performance closely, it generally attaches more importance to performance over relatively long periods of time, typically three to five years. The Board considered the following expense and performance information in its evaluation of each Fund:

The Fund underperformed the Lipper peer index and median of its Performance Group/Universe for the one-year period and outperformed for the three- and five-year periods. The Fund underperformed its blended benchmark for the one- and five-year periods and outperformed for the three-year period. The Board also noted that, at this Board meeting, management will be proposing that JPMorgan take over subadvisory duties, replacing PineBridge as the Fund's sub-adviser.

The Fund outperformed the Lipper peer index and median of its Performance Universe for the one-, three- and five-year periods. The Fund outperformed the median of the Performance Group for the one- and three-year periods and underperformed for the five-year period. The Fund outperformed its blended benchmark for the one-year period and underperformed for the three- and five-year periods. The Board also noted that JPMorgan took over subadvisory duties for the Fund effective January 8, 2021, and as a result, the Fund's performance prior to that date reflects that of the prior sub-adviser.

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The Fund underperformed the Lipper peer index and medians of its Performance Group/Universe for the one-, three- and five-year periods. The Fund underperformed its benchmark for the one-, three- and five-year periods. The Board took into account management's discussion of the Fund's performance and that management is considering taking potential actions with respect to the Fund.

The Fund outperformed its Lipper peer index and median of its Performance Universe for the one-, three- and five-year periods. The Fund outperformed the median of its Performance Group for the one- and three-year periods and underperformed for the five-year period. The Fund outperformed its benchmark for the one-year period and underperformed for the three- and five-year periods.