Form 485BPOS VALIC Co I

Form 485BPOS VALIC Co I

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December 7, 2021 3:34 PM EST

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VALIC COMPANY I

ARTICLES OF AMENDMENT AND RESTATEMENT

THIS IS TO CERTIFY THAT:

FIRST: VALIC Company I, a Maryland corporation (the “Corporation”) registered as an open-end management investment company under the Investment Company Act of 1940, as amended, desires to amend and restate its charter as currently in effect and as hereinafter amended.

SECOND: The following provisions are all the provisions of the charter as currently in effect and as hereinafter amended.

ARTICLE I

INCORPORATOR

David S. Goldstein, whose mailing address is 2929 Allen Parkway, Houston, Texas 77019, being at least 21 years of age, formed a corporation under the general laws of the State of Maryland on December 7, 1984.

ARTICLE II

NAME

The name of the corporation is VALIC Company I (the “Corporation”).

ARTICLE III

PURPOSES AND POWERS

The purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized under the general laws of the State of Maryland as now or hereafter in force, including, without limitation or obligation, acting as an open-end management investment company registered with the Securities and Exchange Commission (the “Commission”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Corporation shall have all powers conferred upon or permitted to corporations by the Maryland General Corporation Law (the “MGCL”).

ARTICLE IV

PRINCIPAL OFFICE AND RESIDENT AGENT

The address of the principal office of the Corporation in the State of Maryland is c/o The Corporation Trust Incorporated, 2405 York Road, Suite 201, Lutherville-Timonium, Maryland 21093. The name and address of the resident agent of the Corporation in the State of Maryland

is The Corporation Trust Incorporated, 2405 York Road, Suite 201, Lutherville-Timonium, Maryland 21093. The resident agent is a Maryland corporation.

ARTICLE V

STOCK

(1) The total number of shares of stock which the Corporation has authority to issue is 37,250,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate par value of $3,725,000. The authorized shares of Common Stock are classified and designated in the following series:


SERIES	NUMBER OF SHARES
Aggressive Growth Lifestyle Fund		750,000,000
Asset Allocation Fund		750,000,000
Blue Chip Growth Fund		750,000,000
Capital Appreciation Fund		750,000,000
Capital Conservation Fund		1,000,000,000
Conservative Growth Lifestyle Fund		750,000,000
Core Bond Fund		750,000,000
Core Equity Fund		1,000,000,000
Dividend Value Fund		1,000,000,000
Dynamic Allocation Fund		750,000,000
Emerging Economies Fund		750,000,000
Global Real Estate Fund		750,000,000
Global Strategy Fund		750,000,000
Government Money Market I Fund		1,000,000,000
Government Securities Fund		1,000,000,000
Growth Fund		750,000,000
Health Sciences Fund		750,000,000
High Yield Bond Fund		750,000,000
Inflation Protected Fund		750,000,000
International Equities Index Fund		1,000,000,000
International Government Bond Fund		750,000,000
International Growth Fund		1,000,000,000
International Opportunities Fund		750,000,000
International Socially Responsible Fund		1,000,000,000
International Value Fund		750,000,000
Large Cap Core Fund		750,000,000
Large Capital Growth Fund		750,000,000
Mid Cap Index Fund		1,000,000,000
Mid Cap Strategic Growth Fund		750,000,000
Mid Cap Value Fund		750,000,000
Moderate Growth Lifestyle Fund		750,000,000
Nasdaq-100^® Index Fund		1,000,000,000

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Science & Technology Fund			1,000,000,000
Small Cap Aggressive Growth Fund			750,000,000
Small Cap Fund			1,000,000,000
Small Cap Growth Fund			750,000,000
Small Cap Index Fund			1,000,000,000
Small Cap Special Values Fund			750,000,000
Small Cap Value Fund			750,000,000
Small-Mid Growth Fund			750,000,000
Stock Index Fund			1,000,000,000
Systematic Core Fund			750,000,000
Systematic Value Fund			750,000,000
U.S. Socially Responsible Fund			750,000,000
Value Fund			750,000,000

If shares of one series of stock are classified or reclassified into shares of another series of stock pursuant to this Article V, the number of authorized shares of the former series shall be automatically decreased and the number of shares of the latter series shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all series that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this Article V, paragraph (1) or as otherwise increased or decreased by the Board of Directors pursuant to the MGCL and set forth in a subsequent filing with the State Department of Assessments and Taxation of Maryland (“SDAT”).

(2) The Board of Directors may classify any unissued shares of Common Stock from time to time in one or more series of stock. The Board of Directors may reclassify any previously classified but unissued shares of any series of stock from time to time in one or more series stock. Prior to issuance of classified or reclassified shares of any series, the Board of Directors by resolution shall: (a) designate that series to distinguish it from all other series of stock of the Corporation; (b) specify the number of shares to be included in the series; (c) set or change, subject to the express terms of any series of stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each series; and (d) cause the Corporation to file articles supplementary with the SDAT. Any of the terms of any series of stock set or changed pursuant to clause (c) of this paragraph (2) may be made dependent upon facts or events ascertainable outside the charter of the Corporation (the “Charter”), including determinations by the Board of Directors or other facts or events within the control of the Corporation, and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such series of stock is clearly and expressly set forth in the articles supplementary or other charter document filed with the SDAT. The Board of Directors may divide the shares of a series of stock into one or more classes of stock.

(3) Except as the Board of Directors may provide when classifying or reclassifying any unissued shares of stock, each series of stock of the Corporation shall have the following preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption (and as set forth in the Charter generally):

(a) Except as otherwise provided herein, all consideration received by the Corporation for the issue or sale of shares of stock of a particular series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, shall constitute assets of that series, in contrast to other series (subject only to the rights of creditors) and are herein referred to as assets “belonging to” that series. Any assets, income, earnings, profits, and proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular series, shall be allocated by or under the supervision of the Board of Directors to and among any one or more of the series established and designated from time to time, in such manner and on such basis as the Board of Directors in its sole discretion shall determine.

(b) Shares of each Series of stock shall be entitled to such dividends or distributions, in cash or additional shares of stock of the same or another series, as may be authorized from time to time by the Board of Directors (by resolution adopted from time to time, or pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Board of Directors may determine) and declared by the Corporation with respect to such series. Specifically, and without limiting the generality of the foregoing, the dividends and distributions of investment income and capital gains may vary with respect to each such series to reflect differing allocations of the expenses of the Corporation and the series (and the classes thereof, if any) and any resultant differences between the net asset values per share of such series (and the classes thereof, if any) to such extent and for such purposes as the Board of Directors may deem appropriate. The Board of Directors may determine that dividends may be payable only with respect to those shares of stock that have been held of record continuously by the stockholder for a specified period prior to the record date of the date of the distribution.

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(c) In the event of the Corporation’s liquidation, the stockholders of each series shall be entitled to receive, as a series, the excess of the assets belonging to that series over the liabilities belonging to that series. The assets so distributable to the stockholders of any particular series shall be distributed among such stockholders in proportion to the number of shares of that series held by them and recorded on the books of the Corporation. Any assets not readily identifiable as belonging to any particular series shall be allocated by, or under the supervision of, the Board of Directors to and among any one or more series. Such allocations by the Board of Directors shall be conclusive and binding for all purposes.

(3) Any fractional share shall carry proportionally all the rights of a whole share, excepting (if whole shares are then represented by certificates) any right to receive a certificate representing such fractional share, but including the right to vote and the right to receive dividends.

(4) All persons who shall acquire stock in the Corporation shall acquire the same subject to the provisions of the Charter and the bylaws of the Corporation (the “Bylaws”).

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(5) All shares of the stock of the Corporation now or hereafter authorized shall be subject to redemption at the option of the Corporation and redeemable at the request of the record holder thereof pursuant to Article VII of the Charter. All shares redeemed, repurchased or otherwise acquired by the Corporation shall be returned to the status of authorized but unissued shares of the applicable series.

(6) At all meetings of stockholders of the Corporation, each stockholder shall be entitled to one vote for each share of stock standing in his or her name on the books of the Corporation, on the date fixed in accordance with the Bylaws for determination of stockholders entitled to vote at such meeting. On any matter submitted to a vote of the stockholders, all shares of the Corporation then outstanding and entitled to vote shall be voted in the aggregate and not by series except (a) when otherwise required by law or (b) if the Board of Directors, in its sole discretion, determines that any matter concerns only one or more particular series (or classes), it may direct that only holders of the affected series (or classes) may vote on the matter. The presence in person or by proxy of the holders of shares entitled to cast one-third of the votes entitled to be cast at the meeting shall constitute a quorum at any meeting of the stockholders.

(7) Notwithstanding any provision of the MGCL requiring a greater proportion than a majority of the votes entitled to be cast by holders of shares of all series, or any series, of the Corporation’s stock in order to take or authorize any action, any such action may be taken or authorized if declared advisable by the Board of Directors and approved by the holders of shares entitled to cast a majority of the aggregate number of votes entitled to be cast thereon, subject to any applicable requirements of the Investment Company Act and to the provisions of the MGCL permitting extraordinary corporate actions and amendments to the Charter to be approved by a majority of the entire Board of Directors and in the manner and by the vote required (if any) under the Investment Company Act.

(8) No holder of stock of the Corporation shall, as such holder, have any right to purchase or subscribe for any shares of stock of the Corporation of any series or any other security of the Corporation which it may issue or sell other than such right, if any, as the Board of Directors in its discretion may determine.

(9) The stockholders of the Corporation shall not be liable for, and their private property shall not be subject to, claim, levy or other encumbrance on account of debts or liabilities of the Corporation, to any extent whatsoever.

(10) The Corporation shall be entitled to treat the person in whose name any share of the stock of the Corporation is registered as the owner thereof for purposes of dividends and other distributions in the course of business or in the course of recapitalization, consolidation, merger, reorganization, liquidation, sale of the property and assets of the Corporation, or otherwise, and for the purpose of votes, approvals and consents by stockholders, and for the purpose of notices to stockholders, and for all other purposes whatever; and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share, on the part of any other person, whether or not the Corporation shall have notice thereof, except as expressly required by statute.

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ARTICLE VI

PROVISIONS FOR DEFINING,

LIMITING, AND REGULATING CERTAIN

POWERS OF THE CORPORATION AND OF

THE DIRECTORS AND STOCKHOLDERS

(1) The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The number of directors of the Corporation is eight (8), which number may be increased or decreased only by the Board of Directors pursuant to the Bylaws, but shall never be less than the minimum number required by the MGCL. The names of the individuals who shall serve as directors of the Corporation until their successors are duly elected and qualify are:


Mr. Thomas J. Brown		Mr. Peter A. Harbeck
Dr. Judith L. Craven		Mr. Kenneth J. Lavery
Ms. Yvonne M. Curl		Mr. Eric S. Levy
Dr. Timothy J. Ebner		Dr. John E. Maupin, Jr.

(2) The Board of Directors is empowered to authorize, without stockholder approval, the issuance and sale from time to time of shares of stock of any series of the Corporation, whether now or hereafter authorized, and securities convertible into shares of stock of the Corporation of any series, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable.

(3) In addition to the powers and authority hereinbefore, hereinafter, or by statute expressly conferred upon them, the Board of Directors may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the express provisions of the laws of the State of Maryland, the Charter and the Bylaws.

(4) The Board of Directors shall have the exclusive power, at any time, to amend or repeal any provision of the Bylaws and to make new Bylaws.

(5) Any director or officer, individually, or any firm of which any director or officer may be a member, or any corporation, trust, or association of which any director or officer may be an officer or director or in which any director or officer may be directly or indirectly interested as the holder of any amount of its stock or otherwise, may be a party to, or may be financially or otherwise interested in, any contract or transaction of the Corporation, and in the absence of fraud no contract or other transaction shall be thereby affected or invalidated; provided, that the fact of any such interests or relationships shall be disclosed or shall have been known to the Board of Directors or a majority thereof; and any such director or officer of the Corporation may be counted in determining the existence of a quorum at the meeting of the Board of Directors of the Corporation which shall authorize any such contract or transaction, and may vote thereat to authorize any such contract or transaction, with like force and effect as if such other interests or relationships did not exist. In furtherance and not in limitation of the

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foregoing, the Board of Directors of the Corporation is expressly authorized to contract for management services of any nature, with respect to the conduct of the business of the Corporation with any entity, person or company, incorporated or unincorporated, on such terms as the Board of Directors may deem desirable. Any such contract may provide for the rendition of management services of any nature with respect to the conduct of the business of the Corporation, and for the management or direction of the business and activities of the Corporation to such extent as the Board of Directors may determine, whether or not the procedure involves delegation of functions usually or customarily performed by the Board of Directors or officers of the Corporation. The Board of Directors is further expressly authorized to contract with any person or company on such terms as the Board of Directors may deem desirable for the distribution of shares of the Corporation and to contract for other services, including, without limitation, services as transfer agent for the Corporation’s shares, with any entity, person or company, incorporated or unincorporated, on such terms as the Board of Directors may deem desirable. Any entity, person or company which enters into one or more of such contracts may also perform similar or identical services for other investment companies and other persons and companies without restriction by reason of the relationship with the Corporation.

ARTICLE VII

REDEMPTION AND REPURCHASE

(1) The Corporation shall on the request of any record holder of its shares redeem such shares, at the price, in the manner and on the terms and conditions set forth below:

(a) The certificates, if any, for the shares to be repurchased must be tendered to the Corporation or its designated agent for repurchase during business hours on a day which the New York Stock Exchange (or its successor) is open for a normal business day, at an office or offices designated by the Corporation for receipt of such tenders. Redemption of such shares by the Corporation is subject to such procedures and requirements as may be imposed by the Corporation or the Corporation’s transfer agent. Shares tendered when such Exchange is not open will be considered to have been tendered on the next succeeding day on which such Exchange is open for a normal business day.

(b) The redemption price of the shares shall be a sum equal to 100% of their net asset value as first determined subsequent to such a tender, which determination shall be made at least once on each day on which the New York Stock Exchange (or its successor) is open for a normal business day at such specific time as determined by the Board of Directors.

(c) The Board of Directors may determine that the net asset value per share of any series or classes of stock should remain constant. In this event, the Board of Directors may authorize the Corporation to declare, pay and credit as dividends daily the net income (which may include or give effect to realized and unrealized gains and losses, as determined in accordance with the Corporation’s accounting and portfolio valuation policies) of the Corporation allocated to that series. If this amount is negative for any day, the Corporation may, without payment of financial compensation (but in consideration of the interest of the

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Corporation and its stockholders in maintaining a constant net asset value per share of the series) redeem pro rata from all the stockholders of record of the series at the time of such redemption, such number of outstanding shares of the series or fractions thereof, as necessary to permit the net asset value per share of the series to remain constant.

(d) The Board of Directors is empowered, in its absolute discretion, to establish other times for determining the redemption price and such bases for determining the net asset value of each share of stock of the Corporation in accordance with the Investment Company Act and to authorize the voluntary purchase by the Corporation, either directly or through an agent, of shares of stock of the Corporation upon such terms and conditions and for such consideration as the Board of Directors shall deem advisable in accordance with the Investment Company Act.

(e) The redemption price shall be paid in cash or by check on current funds or in assets other than cash, and shall be paid on or before the seventh day following the day on which the shares are properly tendered for redemption. Redemption is conditional upon the Corporation having funds legally available therefor.

(2) The obligations set forth in this Article VII may be suspended for any period during which the New York Stock Exchange (or its successor) shall be closed other than for customary weekend and holiday closings or during which trading on such Exchange is restricted; for any period during which an emergency exists as a result of which the disposal by the Corporation of securities owned by it is not reasonably practicable, or it is not reasonably practicable for the Corporation fairly to determine the value of its net assets; or for such other periods as the Commission may by order permit.

(3) The right of the holder of shares of stock repurchased by the Corporation, as provided in this Article VII to receive dividends thereon and all other rights of such holder with respect to such shares shall forthwith cease and terminate from and after the time as of which the redemption or repurchase price of such shares has been determined (except the right of such holder to receive (a) the redemption or repurchase price of such shares from the Corporation or its designated agent, and (b) any unpaid dividend or distribution to which such holder had previously become entitled as the record holder of such shares on the record date for such dividend or distribution).

(4) The Board of Directors may cause the Corporation to redeem at net asset value all or any proportion of the outstanding shares of any series from a holder (i) upon such conditions with respect to the maintenance of stockholder accounts of a minimum amount as may from time to time be established by the Board of Directors in its sole discretion or (ii) upon such conditions established by the Board of Directors in its sole discretion, for any other purpose, including, without limitation, a reorganization or liquidation of one or more series. Payment for shares of Common Stock redeemed at the option of the Corporation may be made wholly or partly in cash or portfolio securities of the Corporation and, in the case of a reorganization, shares of another series of Common Stock of the Corporation or equity interests in another legal entity.

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ARTICLE VIII

DETERMINATION BINDING

The determination as to any of the following matters, made by or pursuant to the direction of the Board of Directors, shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of its stock: (i) as to the amount of the assets, obligations, or liabilities of the Corporation; (ii) as to the amount of the net income of the Corporation from dividends and interest for any period or amounts at any time legally available for the payment of dividends; (iii) as to the amount of any reserves or charges set up and the propriety thereof; (iv) as to the time of, or purpose for, creating any reserves or charges and as to the use, alteration, or cancellation of any reserves or charges (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged or shall be then or thereafter required to be paid or discharged); (v) as to the price or closing bid or asked price of any security owned or held by the Corporation; (vi) as to the market value of any security or fair value of any other asset owned by the Corporation; (vii) as to the number of shares of the Corporation outstanding or deemed to be outstanding; (viii) as to the impracticability or impossibility of liquidating securities in orderly fashion; (ix) as to any other matters relating to the issue, sale, repurchase, and/or other acquisition or disposition of securities or shares of the stock of the Corporation; (x) any determination made in good faith by the Board of Directors as to whether any transaction constitutes a purchase of any securities on “margin,” a sale of any securities “short,” or an underwriting of the sale of, or a participation in any underwriting or selling group in connection with the public distribution of, any securities, and (xi) any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, the Charter or Bylaws or otherwise to be determined by the Board of Directors. All shares of stock of the Corporation are issued and sold on the condition and understanding that any and all such determinations shall be binding as aforesaid.

No provisions of the Charter shall be effective to (a) require a waiver of compliance with any provision of the Securities Act of 1933, as amended, or the Investment Company Act, or of any valid rule, regulation or order of the Commission thereunder, or (b) protect or purport to protect any director or officer of the Corporation against any liability to the Corporation or its security holders to which the director or officer would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

ARTICLE IX

LIMITATION OF LIABILITY; INDEMNIFICATION

(1) To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a corporation, no present or former director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages.

(2) To the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of the

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ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation and who is made, or threatened to be made, a party to, or witness in, the proceeding by reason of his or her service in that capacity or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner, manager, member or trustee of another corporation, real estate investment trust, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise and who is made, or threatened to be made, a party to, or witness in, the proceeding by reason of his or her service in that capacity. The rights to indemnification and advance of expenses provided by the Charter shall vest immediately upon the election of a director or officer. The Corporation may, with the approval of its Board of Directors or any duly authorized committee thereof, provide such indemnification and advance for expenses to an individual who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation. The indemnification and payment or reimbursement of expenses provided in the Charter shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any bylaw, resolution, insurance or agreement or otherwise.

(3) The provisions of this Article IX shall be subject to the limitations of the Investment Company Act.

(4) Neither the amendment nor repeal of this Article IX, nor the adoption or amendment of any other provision of the charter or the Bylaws inconsistent with this Article IX, shall apply to or affect in any respect the applicability of the preceding sections of this Article IX with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

ARTICLE X

PERPETUAL EXISTENCE

The Corporation shall have perpetual existence.

ARTICLE XI

AMENDMENT

The Corporation reserves the right to amend, alter, change or repeal any provision contained in its Charter in the manner now or hereafter prescribed by the laws of the State of Maryland, including any amendment which alters the contract rights, as expressly set forth in the Charter, of any outstanding stock, and all rights conferred upon stockholders herein are granted subject to this reservation.

THIRD: The foregoing amendment and restatement of the charter has been approved by a majority of the entire Board of Directors and the amendments contained in the foregoing amendment and restatement of the charter are limited to changes expressly authorized by Section

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2-604(b) of the Maryland General Corporation Law to be made without action by the stockholders.

FOURTH: The current address of the principal office of the Corporation is set forth in Article IV of the foregoing amendment and restatement of the charter.

FIFTH: The name and address of the Corporation’s current resident agent is as set forth in Article IV of the foregoing amendment and restatement of the charter.

SIXTH: The number of directors of the Corporation and the names of those currently in office are as set forth in Article VI of the foregoing amendment and restatement of the charter.

SEVENTH: The total number of shares of stock that the Corporation has authority to issue is not changed by the foregoing amendment and restatement of the charter.

EIGHTH: The undersigned officer acknowledges these Articles of Amendment and Restatement to be the act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of such officer’s knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment and Restatement to be signed in its name and on its behalf by its President and attested by its Secretary as of the 16 day of November, 2021.


ATTEST:	VALIC COMPANY I

/s/ KATHLEEN D. FUENTES	By:	/s/ JOHN T. GENOY
Kathleen D. Fuentes		John T. Genoy
Secretary		President

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BYLAWS

VALIC COMPANY I

AMENDED AND RESTATED OCTOBER 26, 2021

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate.

Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. PLACE. All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall be set in accordance with these Bylaws and stated in the notice of the meeting.

Section 2. ANNUAL MEETING. The Corporation shall not be required to hold an annual meeting of stockholders in any year in which the election of Directors is not required to be acted upon under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In the event that the Corporation is required to hold a meeting of stockholders to elect Directors under the Investment Company Act, such meeting shall be designated the annual meeting of stockholders for that year and shall be held on a date and at the time and place set by the Board of Directors in accordance with the Maryland General Corporation Law (the “MGCL”). An annual meeting of stockholders called for any other reason shall be held on a date and at the time and place set by the Board of Directors.

Section 3. SPECIAL MEETINGS. Each of the Chair of the Board of Directors, any Vice Chair of the Board of Directors, the President, or the Board of Directors may call a special meeting of stockholders. A special meeting of stockholders shall be held on the date and at the time and place set by the Chair of the Board of Directors, any Vice Chair of the Board of Directors, the President or the Board of Directors, whoever has called the meeting. A special meeting of stockholders shall also be called by the Secretary to act on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting. Such request shall state the purpose or purposes of such meeting and the matters

proposed to be acted on thereat. The Secretary shall inform such stockholders of the reasonably estimated cost of preparing and mailing such notice of the meeting, and upon payment to the Corporation of such costs the Secretary shall give notice stating the purpose or purposes of the meeting.

Section 4. NOTICE. Not less than ten nor more than 90 days before each meeting of stockholders, the Secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless such stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting. No notice of the time, place or purpose of any meeting of stockholders need be given to any stockholder who attends in person or by proxy or to any stockholder who, in writing executed and filed with the records of the meeting, either before or after the holding thereof, waives such notice.

Any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice. The Corporation may postpone or cancel a meeting of stockholders by making a public announcement of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten days prior to such date and otherwise in the manner set forth in this section.

Section 5. ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chair of the meeting or, in the absence of such appointment or appointed individual, by the Chair of the Board or, in the case of a vacancy in the office or absence of the Chair of the Board, by one of the following individuals present at the meeting in the following order: the lead independent director, if there is one, the President, the Vice Presidents in their order of rank and, within each rank, in their order of seniority, the Secretary, or, in the absence of such officers, a chair chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The Secretary or, in the case of a vacancy in the office or absence of the Secretary, an Assistant Secretary or an individual appointed by the Board of Directors or the chair of the meeting shall act as secretary. In the event that the secretary presides at a meeting of

stockholders, an Assistant Secretary, or, in the absence of all Assistant Secretaries, an individual appointed by the Board of Directors or the chair of the meeting, shall record the minutes of the meeting. Even if present at the meeting, the person holding the office named herein may delegate to another person the power to act as chair or secretary of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chair of the meeting. The chair of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chair and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance or participation at the meeting to stockholders of record of the Corporation, their duly authorized proxies and such other individuals as the chair of the meeting may determine; (c) recognizing speakers at the meeting and determining when and for how long speakers and any individual speaker may address the meeting; (d) determining when and for how long the polls should be opened and when the polls should be closed and when announcement of the results should be made; (e) maintaining order and security at the meeting; (f) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chair of the meeting; (g) concluding a meeting or recessing or adjourning the meeting, whether or not a quorum is present, to a later date and time and at a place either (i) announced at the meeting or (ii) provided at a future time through means announced at the meeting; and (h) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chair of the meeting, meetings of stockholders shall not be required to be held in accordance with any rules of parliamentary procedure.

Section 6. QUORUM. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast one-third of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the charter of the Corporation (the “Charter”) for the vote necessary for the approval of any matter. If such quorum is not established at any meeting of the stockholders, the chair of the meeting may adjourn the meeting from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. The date, time and place of the meeting, as reconvened, shall be either (a) announced at the meeting or (b) provided at a future time through means announced at the meeting.

The stockholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than would be required to establish a quorum.

Section 7. VOTING. A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to elect a Director. Each share may be voted for as many individuals as there are Directors to be elected and for whose election the share is entitled to be voted. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless a different vote is required by statute or by the charter of the Corporation. Unless otherwise provided by statute or by the Charter, each outstanding share, regardless of series or class, shall be entitled to one vote on each matter

submitted to a vote at a meeting of stockholders. Voting on any question or in any election may be viva voce unless the chair of the meeting shall order that voting be by ballot or otherwise.

Section 8. PROXIES. A holder of record of shares of stock of the Corporation may cast votes in person or by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the Secretary of the Corporation before or at the meeting. No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy.

Section 9. INSPECTORS. The Board of Directors or the chair of the meeting may appoint, before or at the meeting, one or more inspectors for the meeting and any successor to the inspector. Except as otherwise provided by the chair of the meeting, the inspectors, if any, shall (a) determine the number of shares of stock represented at the meeting, in person or by proxy, and the validity and effect of proxies, (b) receive and tabulate all votes, ballots or consents, (c) report such tabulation to the chair of the meeting, (d) hear and determine all challenges and questions arising in connection with the right to vote, and (e) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 10. FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such record date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

When a record date for the determination of stockholders entitled to notice of or to vote at any meeting of stockholders has been set as provided in this section, such record date shall continue to apply to the meeting if postponed or adjourned, except if the meeting is postponed or adjourned to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting shall be determined as set forth herein.

Section 11. TELEPHONE AND REMOTE COMMUNICATION MEETINGS. The Board of Directors or chair of the meeting may permit one or more stockholders to participate in a meeting by means of a conference telephone or other communications equipment in any manner permitted by Maryland law. In addition, the Board of Directors may determine that a meeting not be held at any place, but instead may be held solely by means of remote communications in any manner permitted by Maryland law. Participation in a meeting by these means constitutes presence in person at the meeting.

ARTICLE III

BOARD OF DIRECTORS

Section 1. GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors.

Section 2. NUMBER, TENURE AND RESIGNATION. A majority of the entire Board of Directors may establish, increase or decrease the number of directors, provided that the number thereof shall never be less than the minimum number required by the MGCL, nor more than 15, and further provided that the tenure of office of a director shall not be affected by any decrease in the number of directors. At each annual meeting of stockholders, the stockholders shall elect Directors to hold office for an indefinite term until the next annual meeting and until their successors are duly elected and qualify. Any director of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the Chair of the Board or the Secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.

Section 3. VACANCIES. Any vacancy occurring on the Board of Directors for any cause other than by reason of an increase in the number of Directors may be filled by a majority of the remaining members of the Board of Directors, whether or not sufficient to constitute a quorum. Any vacancy occurring by reason of an increase in the number of Directors may be filled by action of a majority of the entire Board of Directors. A Director elected by the Board of Directors to fill a vacancy shall be elected to hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies. The Board may not elect any Director to fill any vacancy as provided herein unless immediately after filling any such vacancy at least two-thirds of the Directors then holding office shall have been elected to such office at an annual or special meeting of stockholders. If at any time after the first annual meeting of stockholders of the Corporation, a majority of the Directors in office shall consist of Directors elected by the Board of Directors, a meeting of the stockholders shall be called forthwith, and in any event within 60 days, for the purpose of electing the entire Board of Directors, and the terms of office of the Directors then in office shall terminate upon the election and qualification of such Board of Directors.

Section 4. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held at such time and place as the Board of Directors may from time to time determine.

Section 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called at any time by the Chair of the Board of Directors, if one be appointed, or by the executive committee, if one be constituted, by vote at a meeting, or by the President or by a majority of the Directors or by any Vice Chair of the Board of Directors. Special meetings may be held at such time and place as may be designated from time to time by the Board of Directors. In the absence of such designation, such meetings shall be held at such time and place as may be designated in the notice of the meeting.

Section 6. NOTICE. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, courier or United States mail to each director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 7. QUORUM. A majority of the Directors shall constitute a quorum for transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of such Directors is present at such meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Charter or these Bylaws, the vote of a majority or other percentage of a particular group of Directors is required for action, a quorum must also include a majority or such other percentage of such group.

The Directors present at a meeting which has been duly called and at which a quorum has been established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough Directors to leave fewer than required to establish a quorum.

Section 8. VOTING. The action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws. If enough directors have withdrawn from a meeting to leave fewer than required to establish a quorum, but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws.

Section 9. TELEPHONE MEETNGS. Members of the Board of Directors or any committee thereof may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting except any meeting to consider the entry into or renewal of any contract or agreement whereby any person agrees to serve as investment adviser or principal underwriter of the

Corporation, or any meeting to select an independent public accountant for the preparation of any of the Corporation’s financial statements.

Section 10. CONSENT BY DIRECTORS WITHOUT A MEETING. Unless the Investment Company Act requires that a particular action be taken only at a meeting at which the Board of Directors are present in person, any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without such meeting if a consent to such action is given in writing or by electronic transmission by each of the Directors or members of the committee and filed with the minutes of proceedings of the Board of Directors or the committee.

Section 11. CHAIR AND VICE CHAIR. The Board of Directors may appoint one of its members to serve as Chair of the Board of Directors, and may appoint one or more of its members to serve as Vice Chair of the Board of Directors.

Section 12. COMPENSATION. Directors may receive such compensation for their services as may be fixed from time to time by resolution of the Board, and, in addition, may be reimbursed for reasonable expenses incurred in connection with the discharge of their duties and responsibilities, including but not limited to attendance at regular or special meetings of the Board or of any committee thereof.

Section 13. RELIANCE. Each Director and officer of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Corporation whom the Director or officer reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the director or officer reasonably believes to be within the person’s professional or expert competence, or, with respect to a director, by a committee of the Board of Directors on which the Director does not serve, as to a matter within its designated authority, if the Director reasonably believes the committee to merit confidence.

Section 14. RATIFICATION. The Board of Directors or the stockholders may ratify any act, omission, failure to act or determination made not to act (an “Act”) by the Corporation or its officers to the extent that the Board of Directors or the stockholders could have originally authorized the Act and, if so ratified, such Act shall have the same force and effect as if originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders. Any Act questioned in any proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a Director, officer or stockholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting or otherwise, may be ratified, before or after judgment, by the Board of Directors or by the stockholders, and such ratification shall constitute a bar to any claim or execution of any judgment in respect of such questioned Act.

Section 15. EMERGENCY PROVISIONS. Notwithstanding any other provision in the charter or these Bylaws, this Section 15 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors under Article III of these Bylaws cannot readily be obtained (an “Emergency”). During any Emergency, unless otherwise provided by the Board of Directors, (i) a meeting of the Board of Directors or a committee thereof may be called by any Director or officer by any means feasible under the circumstances; (ii) notice of any meeting of the Board of Directors during such an Emergency may be given less than 24 hours prior to the meeting to as many Directors and by such means as may be feasible at the time, including publication, television or radio; and (iii) the number of Directors necessary to constitute a quorum shall be one-third of the entire Board of Directors.

ARTICLE IV

COMMITTEES

Section 1. NUMBER AND TENURE. The Board of Directors may appoint from among its members an executive committee and other committees composed of one or more Directors, to serve at the pleasure of the Board of Directors.

Section 2. POWERS. The Board of Directors may delegate to committees appointed under Section 1 of this Article IV any of the powers of the Board of Directors, except as prohibited by law.

Section 3. MEETINGS. Notice of committee meetings shall be given in the same manner as notice for meetings of the Board of Directors. The Board of Directors may designate a chair of any committee, and such chair or, in the absence of a chair, any two members of any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the Board shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint a member of the Board of Directors to act in the place of such absent member.

Section 4. VACANCIES. Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee, to fill any vacancy, to designate an alternate member to replace any absent or disqualified member or to dissolve any such committee.

ARTICLE V

NOTICES

Section 1. GENERAL. Notices to stockholders, other than for a meeting of stockholders, shall be given by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall

be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless such stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice.

Section 2. WAIVER. Whenever any notice of the time, place or purpose of any meeting of stockholders, Directors or committee is required to be given under the provisions of the statute or under the provisions of the Charter or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, or actual attendance at the meeting of stockholders in person or by proxy, or at the meeting of Directors or committee in person, shall be deemed equivalent to the giving of such notice to such persons.

ARTICLE VI

OFFICERS

Section 1. GENERAL PROVISIONS. The executive officers of the Corporation shall be elected annually by the Board of Directors. Such officers shall include a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors may also in its discretion elect Assistant Secretaries, Assistant Treasurers, and other officers, agents and employees, who shall have such authority and perform such duties as the Board or the executive committee may determine. The Board of Directors may fill any vacancy which may occur in any office. Any two offices, except those of President and Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by statute or these Bylaws to be executed, acknowledged or verified by two or more officers.

Section 2. TERM, REMOVAL AND RESIGNATION. The term of office of all officers shall be one year and until their respective successors are elected and qualify. Any officer may be removed from office at any time by the vote of a majority of the entire Board of Directors. Any officer may resign at any time by delivering his or her resignation to the Board of Directors, the Chair of the Board, the President or the Secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.

Section 3. POWERS AND DUTIES. The officers of the Corporation shall have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time be conferred by the Board of Directors or the executive committee, if any.

ARTICLE VII

STOCK

Section 1. CERTIFICATES. Shares of stock of the Corporation may be issued without certificates or, if directed by the Board of Directors, be issued in the form of a certificate or certificates which shall represent and certify the number and series (and class, if applicable) of shares owned by a stockholder in the Corporation. Any such certificate shall be in such form as the Board of Directors may from time to time prescribe.

Section 2. TRANSFERS. Shares of stock of the Corporation shall be transferable on the books of the Corporation by the holder thereof in person or by his or her duly authorized attorney or legal representative, upon surrender and cancellation of certificates, if any, for the same number of shares, duly endorsed or accompanied by proper instruments of assignment and transfer, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require. In the case of shares not represented by certificates, the same or similar requirements may be imposed by the Board of Directors.

Section 3. STOCK LEDGER. The stock ledgers of the Corporation, containing the name and mailing address of the stockholders and the number of shares held by them respectively, shall be kept at the principal office of the Corporation or, if the Corporation employs a transfer agent, at the offices of the transfer agent of the Corporation.

Section 4. REPLACEMENT CERTIFICATES. The Board of Directors may determine the conditions upon which a new certificate of stock of the Corporation of any class may be issued in place of a certificate which is alleged to have been lost, stolen or destroyed; and may, in its discretion, require the owner of such certificate or his legal representative to give bond, with sufficient surety to the Corporation and the transfer agent, if any, to indemnify it and such transfer agent, if any, against any and all loss or claims which may arise by reason of the issue of a new certificate in the place of the one so lost, stolen or destroyed.

ARTICLE VIII

CUSTODIANSHIP

The Corporation shall at all times employ a custodian or custodians meeting the qualifications for custodians for portfolio securities of investment companies contained in the Investment Company Act, as custodian with respect to the assets of the Corporation. Any custodian shall have authority as agent of the Corporation as determined by the custodian agreement or agreements, but subject to such restrictions, limitations and other requirements, if any, as may be contained in the Investment Company Act. The Board of Directors may also authorize each custodian to employ one or more sub-custodians from time to time to perform the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Board of Directors, provided that each sub-custodian shall meet the qualifications for custodians contained in the Investment Company Act.

ARTICLE IX

GENERAL PROVISIONS

Section 1. DISTRIBUTIONS. Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors, pursuant to law and the Charter.

Section 2. CONTINGENCIES. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or the equalizing of dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the interests of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

Section 3. CONTRACTS. The Board of Directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by action of the Board of Directors or a manager acting within the scope of its authority pursuant to a management agreement and executed by the president or any other person authorized by the Board of Directors or such a manager.

Section 4. CHECKS AND DRAFTS. All checks, drafts, and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 5. FISCAL YEAR. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 6. SEAL. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Maryland.” Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

ARTICLE X

INDEMNIFICATION

To the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former Director or officer of the Corporation and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity or (b) any individual who, while a Director or officer of the

Corporation and at the request of the Corporation, serves or has served as a Director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity. The rights to indemnification and advance of expenses provided by the Charter and these Bylaws shall vest immediately upon election of a Director or officer. The Corporation may, with the approval of its Board of Directors, provide such indemnification and advance for expenses to an individual who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation. Any indemnification or advance of expenses made pursuant to this Article X shall be subject to applicable requirements of the Investment Company Act and of the Charter. The indemnification and payment or reimbursement of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any bylaw, resolution, insurance, agreement or otherwise.

Neither the amendment nor repeal of this Article X, nor the adoption or amendment of any other provision of the Charter or these Bylaws inconsistent with this Article X, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

ARTICLE XI

EXCLUSIVE FORUM FOR CERTAIN LITIGATION

Unless the Corporation consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any Internal Corporate Claim, as such term is defined in the MGCL, (b) any derivative action or proceeding brought on behalf of the Corporation, other than actions arising under United States federal securities laws, (c) any action asserting a claim of breach of any duty owed by any director, officer or agent of the Corporation to the Corporation or to the stockholders of the Corporation, (d) any action asserting a claim against the Corporation or any director, officer or agent of the Corporation arising pursuant to any provision of the MGCL or the Charter or these Bylaws, or (e) any other action asserting a claim against the Corporation or any director, officer or agent of the Corporation that is governed by the internal affairs doctrine. None of the foregoing actions, claims or proceedings may be brought in any court sitting outside the State of Maryland unless the Corporation consents in writing to such court.

ARTICLE XII

AMENDMENTS

The Board of Directors shall have the exclusive power, at any time, to amend or repeal any provision of these Bylaws and to make new Bylaws.

Execution Version

AMENDMENT NO. 5

TO THE

INVESTMENT SUB-ADVISORY AGREEMENT

This AMENDMENT NO. 5 to the INVESTMENT SUB-ADVISORY AGREEMENT (“Amendment”) is dated as of December 7, 2021, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas life insurer (“VALIC”), and ALLIANZ GLOBAL INVESTORS U.S. LLC (as successor in interest to RCM Capital Management LLC), a Delaware limited liability company (the “Sub-Adviser”).

WITNESSETH:

WHEREAS, VALIC and VALIC Company I, a Maryland corporation (the “Company”), have entered into an Investment Advisory Agreement dated as of January 1, 2002, as amended (the “Advisory Agreement”), pursuant to which VALIC has agreed to provide investment management, advisory and administrative services to the Company; and

WHEREAS, the Company is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company; and

WHEREAS, VALIC and the Sub-Adviser are parties to an Investment Sub-Advisory Agreement dated September 19, 2005, as amended from time to time (the “Subadvisory Agreement”), pursuant to which the Sub-Adviser furnishes investment advisory services to certain investment series (the “Covered Funds”) of the Company, as listed on Schedule A to the Subadvisory Agreement; and

WHEREAS, the Board of Directors of the Company has approved this Amendment to the Subadvisory Agreement and it is not required to be approved by the shareholders of the Covered Funds.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Subadvisory Agreement as follows:

1. Schedule A Amendment. Schedule A to the Subadvisory Agreement is hereby amended and restated as attached hereto.

2. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one instrument.

3. Full Force and Effect. Except as expressly supplemented, amended or consented to hereby, all of the representations, warranties, terms, covenants, and conditions of the Subadvisory Agreement shall remain unchanged and shall continue to be in full force and effect.

4. Miscellaneous. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Subadvisory Agreement. The parties agree that this Amendment and any documents related hereto may be electronically signed. The parties agree that any electronic signatures appearing on this Amendment and any related documents are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.

IN WITNESS WHEREOF, the parties have caused their respective duly authorized officers to execute this Amendment as of the date first above written.


THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

By:		/s/ THOMAS M. WARD


Name:		Thomas M. Ward


Title:		Authorized Signatory



ALLIANZ GLOBAL INVESTORS U.S. LLC

By:		/s/ PETER L. SLATTERY


Name:		Peter L. Slattery


Title:		Managing Director

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SCHEDULE A

Effective December 7, 2021

SUB-ADVISER shall manage all or a portion of the assets of the following Covered Fund(s) and shall be compensated on that portion managed, as follows:


Covered Funds		Fee
Mid Cap Strategic Growth Fund		Omitted

Science & Technology Fund		Omitted

- 3 -

Execution Version

INVESTMENT SUB-ADVISORY AGREEMENT

This AGREEMENT made this 1st day of November, 2021, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as “VALIC,” and Allspring Global Investments, LLC, a Delaware limited liability company, hereinafter referred to as the “SUB-ADVISER.”

VALIC and the SUB-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 an open-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-seven portfolios (“Funds”);


Aggressive Growth Lifestyle Fund		International Opportunities Fund
Asset Allocation Fund		International Socially Responsible Fund
Blue Chip Growth Fund		International Value Fund
Capital Appreciation Fund		Large Capital Growth Fund
Conservative Growth Lifestyle Fund		Mid Cap Index Fund
Core Bond Fund		Mid Cap Strategic Growth Fund
Dividend Value Fund		Mid Cap Value Fund
Dynamic Allocation Fund		Moderate Growth Lifestyle Fund
Emerging Economies Fund		Nasdaq-100^® Index Fund
Global Real Estate Fund		Science & Technology Fund
Global Strategy Fund		Small Cap Growth Fund
Government Money Market I Fund		Small Cap Index Fund
Government Securities Fund		Small Cap Special Values Fund
Growth Fund		Small Cap Value Fund
High Yield Bond Fund		Stock Index Fund
Inflation Protected Fund		Systematic Core Fund
International Equities Index Fund		Systematic Value Fund
International Government Bond Fund		U.S. Socially Responsible Fund
International Growth 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 Funds set forth on the attached Schedule A, and any other Funds as may be added or deleted by amendment to the attached Schedule A (“Covered Fund(s)”).

(d)	The SUB-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 Investment Sub-Advisory Agreement with the SUB-ADVISER for all or a portion of the assets of the Covered Fund(s) which VALIC determines from time to time to assign to the SUB-ADVISER.

VALIC and the SUB-ADVISER agree as follows:

1.	Services Rendered and Expenses Paid by the SUB-ADVISER

The SUB-ADVISER, subject to the control, direction, and supervision of VALIC and VC I’s Board of Directors and in material conformity with the 1940 Act, all applicable laws and regulations thereunder, all other applicable federal and state securities and tax laws and regulations, including section 817(h) and Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), VC I’s Articles, Bylaws, registration statements, prospectus and stated investment objectives, policies and restrictions and any applicable procedures adopted by VC I’s Board of Directors and provided to the SUB-ADVISER in writing, shall:

(a)

manage the investment and reinvestment of the assets of the Covered Fund(s) including, for example, the evaluation of pertinent economic, statistical, financial, and other data, the determination of the industries and companies 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 and options thereon) for each Covered Fund’s account with brokers or dealers (including futures commission merchants) selected by the SUB-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 the SUB-ADVISER, subject to the SUB-ADVISER’s control, direction, and supervision, which brokers or dealers may include brokers or dealers (including futures commission merchants) affiliated with the SUB-ADVISER, subject to applicable law.

The SUB-ADVISER will assist the Covered Fund(s) and its agents in determining whether prices obtained by the Covered Fund(s) and its agents for valuation purposes are consistent with the prices on the SUB-ADVISER’s portfolio records relating to the assets of the Covered Fund(s) for which the SUB-ADVISER has responsibility at such times as VALIC shall reasonably request; provided, however, that the parties acknowledge that the SUB-ADVISER is not the fund accounting agent for the Covered Fund(s) and is not responsible for pricing determinations or calculations and any information provided pursuant to this position by SUB-ADVISER will be provided for information purposes only.

In performing the services described in paragraph (b) above, the SUB-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 all relevant factors and considerations. Subject to approval by VC I’s Board of Directors of appropriate policies and procedures, the SUB-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 services to the SUB-ADVISER. The SUB-ADVISER shall not be deemed to have acted unlawfully, or to have breached any duty created by this Agreement, or otherwise, solely by reason of acting in accordance with such authorization.

The SUB-ADVISER may aggregate sales and purchase orders of securities held by the Covered Fund(s) with similar orders being made simultaneously for other accounts managed by the SUB-ADVISER or with accounts of the affiliates of the SUB-ADVISER, if in the SUB-ADVISER’s reasonable judgment such aggregation is fair and reasonable and consistent with the SUB-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 is fair and reasonable by the SUB-ADVISER is subjective and represents the SUB-ADVISER’s evaluation that the Covered Fund(s) may benefit by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. VALIC authorizes and empowers the SUB-ADVISER to direct the Covered Fund’s Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage

accounts”) for and in the name of the Covered Fund(s) and to execute for the Covered Fund(s) as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the SUB-ADVISER shall select as provided above. With respect to brokerage accounts for financial and commodity futures and commodities and options thereon, the SUB-ADVISER shall select such brokers, as approved by VALIC, prior to the establishment of such brokerage account The SUB-ADVISER may, using such of the securities and other property in the Covered Fund as the SUB-ADVISER deems necessary or desirable, direct the Covered Fund’s Custodian to deposit for the Covered Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the SUB-ADVISER deems desirable or appropriate.

The SUB-ADVISER shall maintain records adequately demonstrating compliance with its obligations under this Agreement and report periodically to VALIC and VC I’s Board of Directors regarding the performance of its services under this Agreement. The SUB-ADVISER will make available to VALIC and VC I promptly upon their reasonable written request all of the Covered Fund(s)’ investment records and ledgers to assist VALIC and VC I in compliance with respect to each Covered Fund’s securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The SUB-ADVISER will furnish VC I’s Board of Directors such periodic and special reports as VALIC and VC I’s Board of Directors may reasonably request. The SUB-ADVISER will furnish to regulatory authorities any information or reports in connection with such services which may be requested in order to ascertain whether the operations of the Covered Fund(s) are being conducted in a manner consistent with applicable laws and regulations.

The SUB-ADVISER will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any non-public information obtained directly as a result of this service relationship, and the SUB-ADVISER shall disclose such non-public information only if VALIC or the Board of Directors of VC I has authorized such disclosure, or if such information is or hereafter otherwise is known by the SUB-ADVISER or has been disclosed, directly or indirectly, by VALIC or VC I to others or becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities or Court of Law of competent jurisdiction, or to the extent such disclosure is reasonably required by auditors or attorneys of the SUB-ADVISER in connection with the performance of their professional services. Notwithstanding the foregoing, the SUB-ADVISER may disclose the total return earned by the Covered Fund(s) and may include such total return in the calculation of composite performance information without prior approval by VALIC or the Board of Directors of VC I.

Should VALIC at any time make any definite determination as to any investment policy and notify the SUB-ADVISER in writing of such determination, upon the SUB-ADVISER’s acknowledgment in writing, or via email, of such determination, the SUB-ADVISER shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked, provided such determination will permit SUB-ADVISER to comply with the first paragraph of this Section.

The SUB-ADVISER will not hold money or investments on behalf of VC I. The money and investments will be held by the Custodian of VC I. The SUB-ADVISER will arrange for the transmission to the Custodian for VC I, on a daily basis, such confirmation, trade tickets and other documents as may be necessary to enable it to perform its administrative responsibilities with respect to the Covered Fund(s). The SUB-ADVISER further shall have the authority to instruct the Custodian of VC I (i) to pay cash for securities and other property delivered, or to be delivered, to the Custodian for VC I, (ii) to deliver securities and other property against payment for VC I, and (iii) to transfer assets and funds to such brokerage accounts as the SUB-ADVISER may designate, all consistent with the powers, authorities and limitations set forth herein. The SUB-ADVISER shall not have the authority to cause the Custodian to deliver securities and other property except as expressly provided for in this Agreement.

VALIC will vote proxies relating to securities held by the Covered Fund(s). VALIC may, on certain non-routine matters, consult with the SUB-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).

The SUB-ADVISER shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act or represent VALIC or VC I other than in furtherance of the SUB-ADVISER’s duties and responsibilities as set forth in this Agreement.

Except as otherwise agreed, or as otherwise provided herein, the SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder and VALIC shall pay, or arrange for others to pay, all of VALIC’s expenses, except that VALIC shall in all events pay the compensation described in Section 2 of the Agreement.

The SUB-ADVISER is hereby prohibited from consulting with any other sub-adviser of the Covered Fund(s) (or a portion thereof) or any other sub-adviser to a fund under common control with the Covered Fund(s) (or a portion thereof) concerning securities transactions of the Covered Fund(s) (or a portion thereof) in securities or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.

The Sub-Adviser also represents and warrants that in furnishing services hereunder, the Sub-Adviser will not consult with any other sub-adviser of the Funds or other series of VC I, to the extent any other sub-advisers are engaged by the Adviser, or any other sub-advisers to other investments companies that are under common control with VC I, concerning transactions of the Funds in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the 1940 Act.

2.	Compensation of the SUB-ADIVSER

VALIC shall pay to the SUB-ADVISER, as compensation for the services rendered and expenses paid by the SUB-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 in writing from time to time, 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 Fund shall not be deemed to affect the interest of any other Fund and shall not require the approval of shareholders of any other Fund.

The average daily net asset value shall be determined by taking the mean average of all of the determinations of net asset value, made in the manner provided in VC I’s Articles, 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, but in any event no later than ten (10) business days following the end of the month.

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

The payment of advisory fees related to the services of the SUB-ADVISER under this Agreement shall be the sole responsibility of VALIC and shall not be the responsibility of VC I.

3.	Scope of the SUB-ADVISER’s Activities

VALIC understands that the SUB-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 the SUB-ADVISER so acting provided that whenever a Covered Fund(s) and one or more other accounts or investment companies advised by the SUB-ADVISER have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a methodology believed by the SUB-ADVISER to be equitable to each equity. The SUB-ADVISER similarly agrees to allocate opportunities to sell securities. VALIC recognizes that in some cases, this procedure may limit the size of the position that may be acquired or sold for a Covered Fund(s). In addition, VALIC understands that the persons employed by the SUB-ADVISER to assist in the performance of the SUB-ADVISER’s duties hereunder will not devote their full time to such service and nothing contained herein shall be deemed to limit or restrict the right of the SUB-ADVISER or any affiliate of the SUB-ADVISER to engage in and devote time and attention to other business or to render services of whatever kind or nature.

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

The SUB-ADVISER shall not be liable to VALIC, VC I, or to any shareholder in the Covered Fund(s), and VALIC shall indemnify the SUB-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 the SUB-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 the SUB-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 the SUB-ADVISER promptly after each quarter end of any potential non-compliance with the diversification requirements in such Code provisions. If so advised, the SUB-ADVISER shall take prompt action so that the Covered Fund complies with such Code diversification provisions, as directed by VALIC.

4.	Representations of the SUB-ADVISER and VALIC

The SUB-ADVISER represents, warrants, and agrees as follows:

(a)

The SUB-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 the SUB-ADVISER from serving as an investment adviser of an investment company pursuant to Section 9(a) of the l 940 Act or otherwise.

(b)

The SUB-ADVISER has adopted a written code of ethics complying with the requirements of Rule 17j-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)

The SUB-ADVISER has provided VALIC and VC I with a copy of its Form ADV as most recently filed with the SEC and will promptly after filing its annual update to its Form ADV with the SEC, furnish a copy of such amendment to VALIC.

VALIC represents, warrants, and agrees as follows:

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 the SUB-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.

5.	Term of Agreement

This Agreement shall become effective as to the Covered Fund(s) set forth on Schedule A on the date hereof and as to any other Fund on the date of the Amendment to Schedule A adding such Fund in accordance with this Agreement. Unless sooner terminated as provided herein, or as otherwise noted on Schedule A, 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.

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’ written notice to the SUB-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’ written notice to the SUB-ADVISER, or upon such shorter notice as may be mutually agreed upon by the parties, without the payment of any penalty; or (ii) if the SUB-ADVISER becomes unable to discharge its duties and obligations under this Agreement. The SUB-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’ written notice to VALIC, or upon such shorter notice as may be mutually agreed upon by the parties.

6.	Other Matters

The SUB-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 the SUB-ADVISER so as to require a new written contract pursuant to the 1940 Act. The compensation of any such persons will be paid by the SUB-ADVISER, and no obligation will be incurred by, or on behalf of, VALIC or VC I with respect to them.

The SUB-ADVISER agrees that all books and records which it maintains for the Covered Fund(s) are the Covered Fund’s property, The SUB-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 that VALIC reimburses the SUB-ADVISER for its reasonable expenses in making duplicate copies of such books and records for SUB-ADVISER’s files. The SUB-ADVISER further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-l under the 1940 Act.

VALIC has herewith furnished the SUB-ADVISER copies of VC I’s Prospectus, Statement of Additional Information, Articles and Bylaws, investment objectives, policies and restrictions, and any applicable procedures adopted by VC I’s Board of Directors, as currently in effect and agrees during the continuance of this Agreement to furnish the SUB-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 the SUB-ADVISER, the SUB-ADVISER shall be fully protected in relying on the documents previously furnished to it.

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

VALIC agrees to furnish the SUB-ADVISER at its principal office prior to use thereof, copies of all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to shareholders of the Covered Fund or the public that refer in any way to the SUB-ADVISER, and not to use such material without the prior approval of the SUB-ADVISER. In the event of termination of

this agreement, VALIC will continue to furnish to the SUB-ADVISER copies of any of the above-mentioned materials that refer in any way to the SUB-ADVISER and shall cease to use the SUB-ADVISER name and/or logo as soon as is reasonable. VALIC shall furnish or otherwise make available to the SUB-ADVISER such other information relating to the business affairs of VALIC and the Covered Fund as the SUB-ADVISER at any time, or from time to time, may reasonably request in order to discharge obligations hereunder.

VALIC agrees to provide to the SUB-ADVISER, in writing, a list of, and all relevant details relating to, all custodial accounts containing assets being managed by the SUB-ADVISER pursuant to this Agreement and shall provide the SUB-ADVISER with prompt notice, in writing, of all changes to such list and related details.

VALIC agrees to provide the SUB-ADVISER with any further documents, materials or information that the SUB-ADVISER may reasonably request from time to time, including such documents, materials or information that the SUB-ADVISER deems necessary in order to complete an annual due diligence of VALIC, VC I and the Covered Funds. VALIC shall also provide the SUB-ADVISER with a copy of its Form ADV promptly after any material update to its Form ADV.

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

VALIC agrees to indemnify the SUB-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 Investment Sub-Advisory 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 any Covered Fund, except insofar as any such statement or omission was specifically made in reliance on written information provided by the SUB-ADVISER to VALIC.

The SUB-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 the SUB-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 any Covered Fund to the extent any such statement or omission was made in reliance on written information provided by the SUB-ADVISER to VALIC.

Promptly after receipt by either VALIC or SUB-ADVISER (an “Indemnified Party”) under this Section 6 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.

A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained herein. The indemnification provisions contained herein shall survive any termination of this Agreement.

7.	Applicability of Federal Securities Laws

This Agreement shall be interpreted in accordance with the laws of the State of Texas and applicable federal securities laws and regulations, including definitions therein and such exemptions as may be granted to

VALIC or the SUB-ADVISER by the Securities and Exchange Commission or such interpretive positions as may be taken by the Commission or its staff. To the extent that the applicable law of the State of Texas, or any of the provisions herein, conflict with applicable provisions of the federal securities laws, the latter shall control.

8.	Amendment and Waiver

Provisions of this Agreement may be amended, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 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.

9.	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 to SUB-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

Houston, Texas 77019

With a copy to:

SunAmerica Asset Management, LLC

Attn: General Counsel

Harborside 5,185 Hudson Street, Suite 3300

Jersey City, NJ 07311

If to SUB-ADVISER:

Allspring Global Investments, LLC

525 Market Street, 12th Floor

San Francisco, CA 94105

Attn: Client Administration

Email: [email protected]

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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:		Authorized Signatory

ALLSPRING GLOBAL INVESTMENTS, LLC

By:		/s/ ANTHONY READING-BROWN
Name:		Anthony Reading-Brown
Title:		VP, Head of Contract Administration

SCHEDULE A


Fund(s)		Annual Fee (as a percentage of the average daily net assets the Sub-Adviser manages in the Fund(s))

International Value Fund		0.35% on the first $500 million 0.28% on the next $500 million 0.27% above $1 billion

Small Cap Special Values Fund		0.60% on the first $100 million 0.50% above $100 million

SUB-SUB-INVESTMENT ADVISORY AGREEMENT

AGREEMENT dated September 28, 2021, between Delaware Investments Fund Advisers, a series of Macquarie Investment Management Business Trust, a Delaware statutory trust (the “Sub-Advisor”), and Macquarie Investment Management Global Limited, a company organized under the laws of Australia (the “Sub-Sub-Advisor”).

WHEREAS, VALIC Company I (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as an open-end management investment company;

WHEREAS, the Trust is authorized to issue separate series, each of which will offer a separate class of shares of beneficial interest, each series having its own investment objective or objectives, policies and limitations;

WHEREAS, pursuant to an Investment Management Agreement, effective as of January 1, 2002 (the “Management Agreement”), a copy of which has been provided to Sub-Advisor, the Trust has retained The Variable Annuity Life Insurance Company (the “Adviser”) to render certain investment management services with respect to the Trust’s series;

WHEREAS, the Adviser has retained Sub-Advisor as investment sub-adviser to provide the investment advisory services to the Trust’s series listed on Schedule A to this Agreement (each, a “Fund”, and collectively the “Funds”) pursuant to a Sub-Advisory Agreement effective as of October 30, 2020 (the “Sub-Advisory Agreement”);

WHEREAS, the Sub-Advisor wishes to retain Sub-Sub-Advisor to provide it with sub-advisory services as described below in connection with Sub-Advisor’s advisory activities with respect to the Fund, and the Trust and the Adviser have agreed that Sub-Advisor may retain an affiliated investment adviser to provide certain advisory activities with respect to the Fund so long as Sub-Advisor shall be as fully responsible to the Trust for the acts and omissions of the Sub-Sub-Advisor as it is for its own acts and omissions;

WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Sub-Advisor is willing to furnish such services upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:

1. Appointment. The Sub-Advisor hereby appoints the Sub-Sub-Advisor as its agent to act as sub-advisor with respect to the Fund, and the Sub-Sub-Advisor accepts such appointment and agrees to render the services herein set forth for the compensation herein provided.

2. Services of the Sub-Sub-Advisor. Subject to the succeedi ng provisions of this section, the oversight and supervision of the Sub-Advisor, the Adviser and the Trust’s Board of Trustees, the Sub-Sub-Advisor may perform certain of the day-to-day operations of the Fund, which may include one or more of the following services, at the request of the Sub-Advisor: (a) acting as investment advisor for and managing the investment and reinvestment of those assets of the Fund as the Sub-Advisor may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Fund; (b) arranging, subject to the provisions of paragraph 3 hereof, for the purchase and sale of securities and other assets of the Fund; (c) providing advice, investment research and credit analysis concerning the Fund’s investments and investments that are under consideration for inclusion in the Fund, (d) assisting the Sub-Advisor in determining what portion of the Fund’s assets will be invested in cash, cash equivalents and money market instruments, (e) placing orders for all purchases and sales of such investments made for the Fund, (f) quantitative support (including performance attribution analysis) to Sub-Adviser in connection with the Fund, and (g) maintaining the books and records as are required to support Fund investment operations. In addition, the Sub-Sub -Advisor will keep the Trust, the Adviser and the Sub-Advisor informed of developments materially affecting the Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information the Sub-Sub-Advisor believes appropriate for this purpose. The Sub-Sub-Advisor will periodically communicate to the Sub-Advisor, at such times as the Sub-Advisor may direct, information concerning the purchase and sale of securities for the Fund, including: (a) the name of the issuer, (b) the amount of the purchase or sale, (c) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (d) the CUSIP number of the instrument, if any, and (e) such other information as the Sub-Advisor may reasonably require for purposes of fulfilling its obligations to the Trust under the Sub-Advisory Agreement. The Sub-Sub-Advisor will provide the services rendered by it under this Agreement in accordance with the Fund’s investment objectives, policies and restrictions as stated in the Fund’s Prospectus and Statement of Additional Information (as currently in effect and as they may be amended or supplemented from time to time) and the resolutions of the Trust’s Board of Trustees.

The Sub-Sub-Advisor represents, warrants and covenants that it is authorized and regulated by the Australian Securities and Investments Commission and the U.S. Securities and Exchange Commission.

To the extent permitted by law, Sub-Sub-Adviser may from time to time employ or associate itself with such person or persons, including affiliates, as it believes to be particularly fitted to assist it in the execution or performance of its obligations under this Agreement; provided, however, that the use of such persons does not relieve Sub-Sub-

Adviser from any obligation or duty under this Agreement, and provided no such person serves or acts as an investment adviser so as to require a new written contract pursuant to the 1940 Act and SEC interpretations. Sub-Sub-Adviser shall remain liable for the performance of its obligations under this Agreement, and for the acts and omissions of its employees or associates.

Covenants.

(a) In the performance of its duties under this Agreement, the Sub-Sub- Advisor shall at all times conform to, and act in accordance with, any requirements imposed by: (i ) the provisions of the 1940 Act and the Investment Advisors Act of 1940, as amended (the “Advisor s Act”) and all applicable Rules and Regulations of the Securities and Exchange Commission (the “SEC”); (ii) any other applicable provision of law; (iii) the provisions of the Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objectives and policies of the Fund as set forth in the Fund’s Registration Statement on Form N-1 A and/or the resolutions of the Board of Trustees; and (v) any policies and determinations of the Board of Trustees of the Trust; and

(b) In addition, the Sub-Sub-Advisor will:

(i) place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Sub-Advisor will attempt to obtain the best execution of its orders. The Sub-Advisor has been provided with a copy of the Sub-Sub-Advisor’s order execution policy and hereby confirms that it has read and understood the information in the order execution policy and agrees to it. In placing orders, the Sub-Sub-Advisor will consider the experience and skill of the firm’s securities traders as well as the firm’s financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Sub-Advisor may select brokers on the basis of the research, statistical and pricing services they provide to the Fund and other clients of the Sub-Advisor or the Sub-Sub -Advisor. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Sub-Advisor hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Sub -Advisor determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Advisor and the Sub-Sub -Advisor to the Fund and their other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long-term. Subject to the foregoing and the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Sub-Advisor may select brokers and dealers with which it or the Fund is affiliated;

(ii) maintain books and records with respect to the Fund’s securities transactions and will render to the Sub-Advisor, the Adviser and the Trust’s Board of Trustees such periodic and special reports as they may request;

(iii) maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. When the Sub-Sub-Advisor makes investment recommendations for the Fund, its investment advisory personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Fund’s account are customers of the commercial department of its affiliates; and

(iv)

treat confidentially and as proprietary information of the Fund all records and other information relative to the Fund, and the Fund’s prior, current or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, the aforesaid information need not be treated as confidential if required to be disclosed under applicable law, if generally available to the public through means other than by disclosure by the Sub-Sub-Advisor, Sub-Advisor or the Adviser, if available from a source other than the Sub-Sub-Advisor, Sub-Advisor, the Adviser or the Fund, or is required to be disclosed for the purposes of providing services pursuant to this Agreement.

(c) In addition, the Sub-Advisor agrees that the Sub-Sub-Advisor may aggregate transactions for the Fund with transactions for other clients and/ or its own account. In relation to a particular order, aggregation may operate on some occasions to the advantage of the Sub -Advisor and on other occasions to the Sub-Advisor’s disadvantage. However, it must be unlikely that the aggregation of orders and transactions will work overall to the disadvantage of the Sub-Advisor before transactions will be aggregated;

4. Services Not Exclusive. Nothing in this Agreement shall prevent the Sub-Sub- Advisor or any officer, employee or other affiliate thereof from acting as investment advisor for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Sub-Advisor or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Sub-Advisor will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.

5. Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Sub-Advisor hereby agrees that all records which it maintains for the Fund are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trust’s request. The Sub-Sub-Advisor further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a - l under the 1940 Act (to the extent such books and records are not maintained by the Sub -Advisor).

6. Compensation. For that portion of the Fund for which Sub-Sub-Advisor acts as sub-sub-advisor, Sub-Advisor agrees to pay to Sub-Sub-Advisor and Sub-Sub-Advisor agrees to accept as full compensation for all services rendered by Sub-Sub-Advisor as such a monthly fee in arrears at an annual rate equal to the percentage of the average daily value of the net assets of each Fund for which Sub-Sub-Advisor provides services under this Agreement as detailed in Schedule A. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. Such compensation percentage may change at any time based upon written revisions or supplements to this Section 6 or Schedule A.

7. Representations of Parties.

(a) Representations of Sub-Advisor. Sub-Advisor represents, warrants and agrees as follows: (1) Sub-Advisor is duly authorized to delegate to Sub-Sub-Advisor the provision of investment services to the Fund as contemplated in this Agreement; and (2) Sub-Advisor (i) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (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, the Advisers Act or other law, regulation or order 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, all applicable federal or state requirements, and 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 promptly notify Sub-Sub-Advisor of the occurrence of any event that would disqualify Sub-Advisor from serving as an investment adviser of any investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

(b) Representations of Sub-Sub-Advisor. Sub-Sub-Advisor represents, warrants and agrees as follows: Sub-Sub-Advisor (i) is authorized and regulated by the Australian Securities and Investments Commission (“ASIC”) and 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, the Advisers Act or other law, regulation or order 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, all applicable federal or state requirements, and 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 promptly notify Sub-Advisor of the occurrence of any event that would disqualify Sub-Sub-Advisor from serving as an investment adviser of any investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

8. Limitation on Liability. The Sub-Sub-Advisor will not be liable for any error of judgment or mistake of law or for any loss suffered by the Sub-Advisor or by the Trust or the Fund in connection with the performance of this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement. As used in this Section 8, the term “Sub-Sub-Advisor” shall include any affiliates of the Sub-Sub-Advisor performing services for the Fund contemplated hereby and partners, directors, officers and employees of the Sub-Sub-Advisor and such affiliates.

Sub-Advisor will indemnify Sub-Sub-Advisor against any expense, cost, charge, loss or liability incurred by Sub-Sub-Advisor arising out of, or in connection with:

(a)

Sub-Sub-Advisor or any of its officers or agents acting under this Agreement; or

(b)

any negligence, fraud, dishonesty or breach of this Agreement or any law or regulation by Sub-Advisor, its officers, employees or agents relating to Sub-Advisor’s performance of this Agreement (for the purposes of this Section 8 indemnification, Sub-Sub-Advisor shall not be considered an agent of Sub-Advisor),

except insofar as any loss, liability, cost, charge or expense is caused by the breach of fiduciary duty, willful misfeasance, bad faith, gross negligence, or from reckless disregard of its duties under this Agreement by Sub-Sub-Advisor or any of its officers, employees or agents. This obligation continues after the termination of this Agreement.

9. Duration and Termination. This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Fund as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote and (b) by the vote of a majority of the Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Sub-Advisor at any time, without the payment of any penalty, upon giving the Sub-Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Sub-Advisor), provided that such

termination by the Trust or the Sub-Advisor 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 Fund entitled to vote, or by the Sub-Sub-Advisor on 60 days’ written notice (which notice may be waived by the Trust and the Sub-Advisor), and will terminate automatically upon any termination of the Sub-Advisory Agreement between the Trust and the Sub-Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

10. Notices. Any notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is mailed first class postage prepaid.

11. Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.

12. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.

14. Counterparts. This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement.

15. Anti-Money Laundering Program. Sub-Sub-Advisor and Sub-Advisor each agree that: (i) it has in place an anti-money laundering program that is designed to comply with all applicable requirements of United States Federal anti-money laundering laws, including the USA PATRIOT Act; and (ii) it will comply with any other “know your customer” requirements. Unless otherwise agreed, each party acknowledges that it is its responsibility to monitor client transactions in order to detect attempted or actual money laundering. Each party also agrees to certify to the other, upon request, on a periodic basis that it is in compliance with the forgoing. In addition, each party agrees to permit inspection by U.S. federal departments or regulatory agencies with appropriate jurisdiction and to make available to examiners from such departments or regulatory agencies such information and records relating to the party’s anti-money laundering program as they may reasonably request.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized officers designated below as of the day and year first above written.


DELAWARE INVESTMENTS FUND ADVISERS, a series of Macquarie Investment Management Business Trust

By.	/s/ David Brenner
	Name:	David Brenner
	Title:	Senior Vice President –Division Director


Acknowledged by

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

By.
		Name:
		Title:

SCHEDULE A

Fee Schedule

Sub-Advisor agrees to pay to Sub-Sub-Advisor a monthly fee in arrears at an annual rate equal to the percentage of the average daily value of the net assets of each Fund for which Sub-Sub-Advisor provides services under this Agreement as noted below:


Effective Date	Fund	Fee
September 28, 2021	International Opportunities Fund	0.00%

AMENDMENT NO. 2

INVESTMENT SUB-ADVISORY AGREEMENT

THIS AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY AGREEMENT (the “Amendment”) is dated as of January 29, 2020, by and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”), a Texas Corporation, and Franklin Advisers, Inc. (the “Sub-Adviser”).

RECITALS

WHEREAS, VALIC and VALIC Company I entered into an Investment Advisory Agreement dated January 1, 2002 (as amended, restated or otherwise modified from time to time, the “Advisory Agreement”), with respect to the Covered Funds reflected in Schedule A of the Advisory Agreement; and

WHEREAS, VALIC and the Sub-Adviser are parties to that certain Investment Sub-Advisory Agreement dated December 5, 2005 (as amended, restated or otherwise modified from time to time, the “Sub-Advisory Agreement”), with respect to the Global Strategy Fund, a Covered Fund; and

WHEREAS, the parties wish to amend Schedule A to the Sub-Advisory Agreement to reflect the revised subadvisory fee schedule of the Global Strategy Fund.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, VALIC and the Sub-Adviser agree as follows:

1.	Schedule A Amendment. Schedule A to the Sub-Advisory Agreement is hereby amended to reflect the revised subadvisory fee schedule of the Global Strategy Fund.

2.	Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one instrument.

3.	Full Force and Effect. Except as expressly supplemented, amended or consented to hereby, all of the representations, warranties, terms, covenants and conditions of the Sub-Advisory Agreement shall remain unchanged and shall continue to be in full force and effect.

4.	Miscellaneous. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Sub-Advisory Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 as of the date first above


THE VARIABLE ANNUITY LIFE INSURANCE COMPANY		FRANKLIN ADVISERS, INC.
By:		BY:
Name :	Thomas M. Ward	Name:	Edward D. Perks
Title:	Vice President, Investments	Title:	President, Franklin Advisers, Inc.

SCHEDULE A

COVERED FUND(S)

Effective January 29, 2020

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 by SUB-ADVISER, and payable monthly:

Covered Fund

Fee

Global Strategy Fund

0.28% on assets up to $500 million

0.24% on assets over $500 million

Execution Version

AMENDMENT NO. 3

INVESTMENT SUB-ADVISORY AGREEMENT

THIS AMENDMENT NO. 3 TO INVESTMENT SUB-ADVISORY AGREEMENT (the “Amendment”) is dated as of December 7, 2021, by and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”), a Texas life insurer, and Franklin Advisers, Inc. (the “Sub-Adviser”).

RECITALS

WHEREAS, the parties wish to amend Schedule A to the Sub-Advisory Agreement to reflect the revised subadvisory fee schedule of the Global Strategy Fund.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, VALIC and the Sub-Adviser agree as follows:

Section 9 Amendment. Section 9 to the Subadvisory Agreement is hereby amended and restated as follows:


If to VALIC:		With a copy to:

The Variable Annuity Life Insurance Company Attn: Mutual Fund Legal 2919 Allen Parkway Houston, Texas 77019		SunAmerica Asset Management, LLC Attn: General Counsel Harborside 5,185 Hudson Street, Suite 3300 Jersey City, NJ 07311

If to SUB-ADVISER

Franklin Advisers, Inc. One Franklin Parkway San Mateo, CA 94403 Attn: Christopher J. Molumphy, EVP/CIO

Schedule A Amendment. Schedule A to the Sub-Advisory Agreement is hereby amended to reflect the revised subadvisory fee schedule of the Global Strategy Fund.

Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one instrument.

Full Force and Effect. Except as expressly supplemented, amended or consented to hereby, all of the representations, warranties, terms, covenants and conditions of the Sub-Advisory Agreement shall remain unchanged and shall continue to be in full force and effect.

Miscellaneous. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Sub-Advisory Agreement.

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IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 3 as of the date first above


THE VARIABLE ANNUITY LIFE INSURANCE COMPANY		FRANKLIN ADVISERS, INC.

By:	/s/ THOMAS M. WARD	By:	/s/ ED PERKS
Name:	Thomas M. Ward	Name:	Ed Perks
Title:	Authorized Signatory	Title:	President, Franklin Advisers, Inc.

SCHEDULE A

COVERED FUND(S)

Effective December 7, 2021

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 by SUB-ADVISER, and payable monthly:


Covered Fund		Fee
Global Strategy Fund		0.24% on all assets

Sub Sub-Advisory Agreement

VALIC Company I

Franklin Advisers, Inc.

Brandywine Global Investment Management, LLC

This Sub Sub-Advisory Agreement (the “Agreement”), is made as of December 7, 2021, by and between Franklin Advisers, Inc. (“Franklin”), a Delaware limited liability company, and Brandywine Global Investment Management, LLC (“BGIM”) a Delaware limited liability company.

WITNESSETH

WHEREAS, Franklin and BGIM are under the common control of Franklin Resources, Inc.;

WHEREAS, Franklin and BGIM are each registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engaged in the business of supplying investment management services, as an independent contractor;

WHEREAS, Franklin, pursuant to an Investment Sub-Advisory Agreement with The Variable Annuity Life Insurance Company (“VALIC”) dated December 5, 2005, as amended (the “Investment Management Agreement”), has been retained to render investment sub-advisory services to one or more series of VALIC Company I (the “Trust”) specified on Schedule A to the Investment Management Agreement, which appendix currently specifies the Global Strategy Fund (the “Account”); and

WHEREAS, Franklin wishes to engage the portfolio management services of BGIM to assist in the management of the Account, as Franklin determines appropriate from time to time, in its sole discretion.

NOW, THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties hereto, intending to be legally bound hereby, mutually agree as follows:

1. Franklin hereby retains BGIM and BGIM hereby accepts such engagement, to furnish certain investment advisory services with respect to the investment portfolio of the Account, as more fully set forth herein.

(a) Subject to the instructions and supervision of Franklin, BGIM agrees to provide certain investment advisory services with respect to the securities, investments and cash equivalents in the Account. Franklin will have full responsibility for all investment sub-advisory services provided to the Account under the Investment Management Agreement.

(b) Both Franklin and BGIM may place all purchase and sale orders on behalf of the Account. The placement of these orders will take place in Philadelphia, Pennsylvania or San Mateo, California.

(c) Unless otherwise instructed by Franklin or VALIC, and subject to the provisions of this Agreement and to any guidelines or limitations specified from time to time by Franklin or VALIC. BGIM shall report daily all transactions effected by BGIM on behalf of the Account to Franklin and to other entities as reasonably directed by Franklin or VALlC.

(d) In performing its services under this Agreement, BGIM shall adhere to the Account’s investment objectives, policies and restrictions as provided in the Prospectus and Statement of Additional Information of the Account and shall comply with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) thereunder in all material respects.

(e) In carrying out its duties hereunder, BGIM shall comply with all reasonable instructions of VALIC or Franklin in connection therewith. Such instructions may be given by letter, e-mail, telex, telefax or telephone confirmed by telex, provided a certified copy of such instructions has been supplied to BGIM.

(f) Franklin shall be responsible for the distribution to VALIC of a copy of Part II of BGIM’s Form ADV, as may be required under U.S. federal securities laws.

(g) Decisions on proxy voting will be made by BGIM unless Franklin notifies BGIM in writing that such decisions are expressly reserved by either Franklin, a named fiduciary of the Account or VALIC. BGIM may in its discretion exercise any and all voting rights with respect to the securities, but it shall not be required to take any action or render any advice with respect to the exercise of such rights, whether by voting proxies solicited or with respect to the issuer of such securities.

2. In performing the services described above, BGIM shall use its best efforts to obtain for the Account the most favorable price and execution available. Subject to prior authorization of appropriate policies and procedures by VALIC, BGIM may, to the extent authorized by law and in accordance with the terms of the Account’s Investment Management Agreement which Franklin have notified to BGIM in writing, cause the Account to pay a broker who provides brokerage and research services an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for effecting that transaction, in recognition of the brokerage and research services provided by the broker. To the extent authorized by applicable law. BGIM shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action.

3. (a) Franklin shall pay to BGIM a reasonable fee calculated as described in Schedule 1, which fee shall be payable in U.S. dollars on the first business day of each month as compensation for the services to be rendered and obligations assumed by BGIM during the preceding month. The advisory fee under this Agreement shall be payable on the first business day of the first month following the effective day of this Agreement and shall be reduced by the amount of any advance payments made by Franklin relating to the previous month.

(b) If this Agreement is terminated prior to the end of any month, the monthly fee shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the total number of calendar days in the month, and shall be payable within 10 days after the date of termination.

4. It is understood that the services provided by BGIM are not to be deemed exclusive. Franklin acknowledges that BGIM may have investment responsibilities, render investment advice to. or perform other investment advisory services to other investment companies and clients, which may invest

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in the same type of securities as the Account (collectively, “Clients”). Franklin agrees that BGIM may give advice or exercise investment responsibility and take such other action with respect to such Clients which may differ from advice given or the timing or nature of action taken with respect to the Account. In providing services. BGIM may use information furnished by others to BGIM and Franklin in providing services to other such Clients.

5. BGIM agrees to use its best efforts in performing the services to be provided by it pursuant to this Agreement.

6. During the term of this Agreement. BGIM will pay all expenses in connection with its responsibilities under this Agreement. BGIM shall have no responsibility for any brokerage, custodial, transaction, audit, accounting, legal and other costs of the Account.

7. BGIM shall, unless otherwise expressly provided and authorized, have no authority to act for or represent Franklin, VALIC or the Account in any way, or in any way be deemed an agent for Franklin. VALIC or the Account. BGIM is authorized on behalf of the Account to execute all agreements, instruments and documents that BGIM believes are necessary or advisable in performing its duties in the management of the Account and relate to investments designated in the Prospectus and Statement of Additional Information.

8. BGIM will treat confidentially and as proprietary information of the Account all records and other information relative to the Account and prior. present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Franklin, which approval shall not be unreasonably withheld and may not be withheld where BGIM may be exposed to civil or criminal contempt proceedings for failure to comply when requested to divulge such information by duly constituted authorities, or when so requested by the Account.

9. This Agreement shall become effective on the later of: (i) its execution; and (ii) the date of the meeting of the Board of Trustees of the Trust, at which meeting this Agreement is approved. This Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either: (a) by the Trustees of the Trust; or (b) a vote of a majority of the outstanding voting securities of the Account. provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the Investment Company Act of 1940) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Account if a majority of the outstanding voting securities of the Account (as defined in Rule 18f-2(h) under the Investment Company Act of 1940) votes to approve this Agreement or its continuance.

If any required shareholder approval of this Agreement or any continuance of this Agreement is not obtained. then BGIM will continue to act as investment subadvisor with respect to the Account pending the required approval of the Agreement or its continuance or of a new contract with BGIM or a different adviser or Subadviser or other definitive action; provided, that the compensation received by BGIM in respect of the Account during such period is in compliance with Rule 15a-4 under the Investment Company Act of 1940.

10. (a) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by: (i) VALIC, or the Trustees of the Trust, or a majority of the outstanding voting shares of the Account, upon not less than thirty (30) days’ written notice to Franklin and BGIM; or (ii) Franklin or BGIM upon not less than sixty (60) days’ written notice to the other party and to VALIC.

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(b) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, and in the event of any act or event that terminates the Investment Management Agreement between Franklin and VALlC.

11. (a) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations or duties hereunder on the part of BGIM, neither BGIM nor any of its directors, officers, employees or affiliates shall be subject to liability to Franklin for any error of judgment or mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Account.

(b) Notwithstanding paragraph 11(a), to the extent that Franklin is found by a court of competent jurisdiction, or the SEC or any other regulatory agency, to be liable to the Account (a “liability”) for any acts undertaken by BGIM pursuant to authority delegated as described in Paragraph 1(a), BGIM shall indemnify Franklin and each of its affiliates, officers, directors and employees (each an “Indemnified Party”) harmless from, against, for and in respect of all losses, damages, costs and expenses incurred by an Indemnified Party with respect to such liability, together with all legal and other expenses reasonably incurred by any such Indemnified Party, in connection with such liability.

12. Upon termination of BGIM’s engagement under this Agreement or at the direction of VALIC, BGIM shall forthwith deliver to VALIC, or to any third party at VALIC’s direction, all records, documents and books of accounts which are in the possession or control of BGIM and relate directly and exclusively to the performance by BGIM of its obligations under this Agreement; provided, however, that BGIM shall be permitted to keep such records or copies thereof for such periods of time as are necessary to comply with applicable laws, in which case BGIM shall provide VALIC or a designated third party with copies of such retained documents unless providing such copies would contravene such rules, regulations and laws.

13. Termination of this Agreement or BGIM’s engagement hereunder shall be without prejudice to the rights and liabilities created hereunder prior to such termination.

14. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, in whole or in part, the other provisions hereof shall remain in full force and effect. Invalid provisions shall, in accordance with the intent and purpose of this Agreement, be replaced by such valid provisions which in their economic effect come as closely as legally possible to such invalid provisions.

15. Any notice or other communication required to be given pursuant to this Agreement shall be in writing and given by personal delivery, pre-paid registered mail or nationally-recognized overnight delivery service and shall be effective upon receipt. Notices and communications shall be given:

(i)

to Franklin:

Franklin Advisers, Inc.

One Franklin Parkway

San Mateo, California 94403

Attn: General Counsel

- 4 -

(ii)

to BGIM:

Brandywine Global Investment Management, LLC

1735 Market Street, Suite 1800

Philadelphia, Pennsylvania 19103

Attn: General Counsel

With a copy to:

Franklin Templeton

One Franklin Parkway

San Mateo, California 94404

Attn: General Counsel

16. This Agreement shall be interpreted in accordance with and governed by the laws of the State of California,

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers.


FRANKLIN ADVISERS, INC.

By:
Name:		Ed Perks
Title:		President, Franklin Advisers, Inc.

BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC
By:
Name:		Mark P Glassman
Title:		Chief Administrative Officer

- 5 -

Schedule 1

FEES

Fees are payable monthly, computed at one-fourth of the following annual rate, based on the average daily net asset value for each month of the Account as reflected on the Custodian’s statement. Fees arc due and payable upon receipt of the statement therefor. If this Agreement is terminated, BGIM will bill a pro-rata amount based upon the number of days in the billing period prior to the date of termination.

Global Multi-Sector Total Return


Annual Rate		Market Value Tiers

0.28%		On all assets

- 6 -

INVESTMENT SUB-SUB-ADVISORY AGREEMENT

This AGREEMENT is made and entered in this 28th day of September, by and among, INVESCO ADVISERS, INC., a Delaware corporation and registered investment adviser (the “Sub-Adviser”) and INVESCO ASSET MANAGEMENT LIMITED, a company incorporated in England and Wales, authorized and regulated by the Financial Conduct Authority and a registered investment adviser (the “Sub-Sub-Adviser”), each, a “party”.

RECITALS

WHEREAS, the Global Real Estate Fund (the “Fund”) is a series portfolio of VALIC Company I (the “VC I”), a Maryland corporation registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, diversified management investment company; and

WHEREAS, The Variable Annuity Life Insurance Company, a Texas corporation and registered investment adviser (the “Adviser”) and Sub-Adviser are parties to a certain Investment Sub-Advisory Agreement, dated December 20, 2004, as amended, pursuant to which the Sub-Adviser acts as the investment manager with respect to certain series portfolios of the VC I, including the Fund; and

WHEREAS, the Adviser and Sub-Adviser desire to retain the Sub-Sub-Adviser to provide certain investment management services with respect to the Fund upon the terms and conditions set forth below; and

WHEREAS, the parties acknowledge that the services provided by the Sub-Sub-Adviser shall be understood to include the service of ‘portfolio management’ under the Markets in Financial Instruments Directive (2004/39/EC), the MiFID Implementing Regulations (Regulations no.1287/2006) and the MiFID Implementing Directive (2006/73/EC), as the same may be supplemented, amended or superseded from time to time (collectively “MiFID”); and

WHEREAS, the parties acknowledge that the Sub-Sub-Adviser and the investment advisory services which are the subject of this Agreement are subject to regulation under MiFID; and

WHEREAS, the Board of Directors of VC I, including a majority of the Directors who are not interested persons of VC I, as determined in accordance with the 1940 Act (the “disinterested Directors”), have approved the retention of the Sub-Sub-Adviser to provide the investment management services contemplated herein;

NOW THEREFORE, in consideration of the promises and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.	APPOINTMENT. The Sub-Adviser hereby appoints the Sub-Sub-Adviser to act as discretionary investment manager with respect to the Fund for the period and pursuant to the terms and conditions set forth herein. The Sub-Sub-Adviser accepts such appointment

and agrees to provide the services contemplated herein, pursuant to the terms and conditions set forth and for the compensation described herein.

2.	Duties of Sub-Sub-Adviser.

(a)

Subject to the supervision of the Adviser and Sub-Adviser, the Sub-Sub-Adviser shall develop and implement an investment program for the Fund that is consistent with the investment objectives, policies and restrictions set forth in the Fund’s prospectus and Statement of Additional Information, as they may be amended from time to time; provided, however, that the Sub-Sub-Adviser shall not be responsible for compliance with any amendments to such prospectus or Statement of Additional Information until such time as the Sub-Sub-Adviser shall have been given actual notice of such amendment (s) and a reasonable opportunity to implement changes in the Fund’s investment program. For the avoidance of doubt, the Sub-Sub-Adviser is being appointed as delegate to the Sub Adviser, and will undertake all services contemplated by this Agreement as agent of the Fund, Adviser and Sub-Adviser as the case may be.

(b)

The Sub-Sub Adviser shall exercise discretion with respect to the selection of investments for the Fund’s portfolio, the disposition of such investments, the selection of brokers to be used in connection with the trading and settlement of transactions for the Fund. In connection with the placement of orders with brokers and dealers which involve transactions for the Fund, the Sub-Sub-Adviser shall attempt to obtain the best net result in terms of price and execution, consistent with its obligations under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and applicable rules and guidance issued by the Securities and Exchange Commission (the “SEC”) and its staff thereunder.

(c)

In effecting transactions for the Fund on behalf of the Adviser and Sub Adviser, the Sub-Sub Adviser may at its absolute discretion deal with or for the Fund’s portfolio as agent and shall at all times seek best execution, consistent with its obligations under the Rules of the Financial Conduct Authority (the “FCA Rules”). The Sub-Sub-Adviser may match orders of the Fund, Adviser or Sub Adviser with an order from another client by acting as agent for both parties and may deal on such markets or exchanges as it thinks fit. The Sub-Sub-Adviser may arrange for any transaction to be effected with or through the agency of any other company within the group comprising Invesco Ltd, its subsidiaries and associated companies (“Invesco Group Company”) or with or through the agency of any other person. The Sub Adviser agrees that all transactions will be effected in accordance with the rules and regulations of the relevant market or exchange, and that the Sub-Sub-Adviser may take all such steps as may be required or permitted by such rules and regulations and/or by appropriate market practice.

(d)

Consistent with the obligations set forth above, the Sub-Sub-Adviser may, in its discretion, place orders which involve transactions for the Fund with brokers and dealers who sell shares of the Fund and/or provide the Fund, Adviser, Sub-Adviser, or Sub-Sub-Adviser with research, analysis, advice or similar services. The Sub-Sub-Adviser may pay brokers and dealers in return for research and analytic services a

higher commission or spread than may be charged by other brokers or dealers, subject to the Sub-Sub-Adviser determining in good faith that such commission or spread is reasonable either in terms of (i) the particular transaction or (ii) the overall responsibility of the Sub-Sub-Adviser to the Fund and its other clients to ensure that the total commissions or spreads paid by each client are reasonable in relation to the benefits to such client over the long term.

(e)

In no instance will securities held by or being acquired for the Fund be purchased from or sold to the Sub-Sub-Adviser, or any affiliated person of the Sub-Sub-Adviser or the Fund, except in accordance with the 1940 Act, the Advisers Act, and applicable rules, guidance and exemptive orders issued by the SEC and its staff thereunder.

(f)

Whenever the Sub-Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts managed by the Sub-Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed by the Sub-Sub-Adviser to be equitable to each account in accordance with the requirements of the FCA Rules. An individual aggregated transaction may operate to the disadvantage of the Fund’s portfolio, on some occasions.

(g)

On some occasions, the Sub-Sub-Adviser may place an order to buy or sell a financial instrument at a specified price limit or better and for a specified size (“limit order”), with the purpose of conducting a transaction in securities in relation to the Fund. The FCA Rules may require the Sub-Sub-Adviser to make such limit orders public in certain circumstances, subject to any express instructions that the Fund, Adviser or Sub-Adviser may give. By signing this Agreement, the Sub-Adviser will have given an express instruction to the Sub-Sub-Adviser not to make public such limit orders (unless the Sub-Sub-Adviser decides in its discretion that such publication is in the Sub-Adviser’s best interests, in accordance with the obligation of best execution or as otherwise required by applicable law or regulation).

(h)

The Sub-Sub-Adviser shall act on instructions received from the Adviser or Sub-Adviser, to the extent that such instructions are not inconsistent with the Sub-Sub-Adviser’s fiduciary duties, applicable law, or any obligations to the Fund hereunder.

(i)

The Sub-Sub-Adviser shall keep all records and other information relative to the Fund as confidential and proprietary information of the Fund, and will not sure such records of information for any purpose other than in connection with the performance of its responsibilities hereunder; provided, however, that after prior notification to the Sub-Adviser, Adviser and the Fund, the Sub-Sub-Adviser may disclose records or information relative to the Fund when directed by order of a court or regulatory authority.

3.	Execution Policy and Dealing Commission.

The Sub-Adviser hereby confirms that it consents to the Sub-Sub-Adviser’s Order Execution Policy (the “Execution Policy”). In particular, the Sub-Adviser agrees that the Sub-Sub-Adviser may trade outside of a regulated market or a Multilateral Trading Facility. The Sub-Sub-Adviser may provide an update of the information contained in the Execution Policy at any time by written notice to the Sub-Adviser. Such an update shall only be required, however, where there is a material change to the Execution Policy that is relevant to a service being provided to the Fund, Adviser and Sub-Adviser.

The Sub-Adviser hereby confirms that it has read and understood the Execution Policy. In particular the Sub-Adviser gives its prior express consent to the Sub-Sub-Adviser conducting trades outside a regulated market or MTF (as such terms are defined by the FCA Rules), where otherwise permitted by this Agreement. The Sub-Sub-Adviser may execute orders in this way when fulfilling its function under this Agreement.

In effecting transactions for the Fund, Adviser or Sub-Adviser, the Sub-Sub-Adviser will comply with its obligations under the FCA Rules to obtain the best possible result when executing transactions or placing orders with other entities in accordance with the Sub-Sub-Adviser’s Execution Policy.

Specific instructions from the Sub-Adviser in relation to the execution of orders may prevent the Sub-Sub-Adviser from taking the steps it has designed and implemented in its Execution Policy to obtain the best possible result for the execution of such orders in respect of the elements of execution covered by the instructions.

The Sub-Sub-Adviser’s policy regarding its dealing arrangements, including the details of the goods and services that relate to the execution of trades and those which relate to the provision of research is available upon request. The Sub-Sub-Adviser shall provide the Sub-Adviser with adequate information regarding its Dealing Arrangements, including the details of the goods and services that relate to the execution of trades and those which relate to the provision of research, where relevant, at least annually, in accordance with the FCA Rules.

4.	Conflicts of interest.

The Sub-Sub-Adviser and any Invesco Group Company may effect transactions in which the Sub-Sub-Adviser, any Affiliate, another client of the Sub-Sub-Adviser or of an Invesco Group Company has, directly or indirectly, a material interest or a relationship of any description with another party, which involves or may involve a potential conflict with the Sub-Sub-Adviser’s duty to the Sub-Adviser. The Sub-Sub-Adviser will seek to ensure that such transactions are effected on terms which are not materially less favorable to the Sub-Adviser than if the conflict or potential conflict had not existed. Any conflicts which the Sub-Sub-Adviser is not able to

manage effectively shall be disclosed as soon as reasonably practicable by the Sub-Sub-Adviser to the Sub-Adviser. Neither the Sub-Sub-Adviser nor any Affiliate shall be liable to account to the Sub-Adviser for any profit, commission or remuneration made or received from or by reason of such transactions or any connected transactions, or to disclose the same or the identity of any other client or counterparty involved in such transactions, nor will the Sub-Sub-Adviser’s fees, unless otherwise provided, be abated.

The Sub-Sub-Adviser’s conflicts of interest policy sets out the types of actual or potential conflicts of interest which affect the Sub-Sub-Adviser’s business and provides details of how these are managed (the “Conflicts of Interest Policy”). The Conflict of Interest Policy is available to the Sub-Adviser on request.

The relationship between the Sub-Adviser and the Sub-Sub-Adviser is as described in this Agreement. The Sub-Sub-Adviser will act as the agent of the Sub-Adviser and the Sub-Adviser will therefore be bound by the actions of the Sub-Sub-Adviser taken on the Sub-Adviser’s behalf in accordance with the terms of this Agreement. Nevertheless, nothing in this Agreement, none of the services to be provided hereunder, nor any other matter shall:

‘oblige the Sub-Sub-Adviser or any Affiliate to accept responsibilities more extensive than those set out in this Agreement; or

ii.

give rise to any fiduciary or equitable duties which would prevent or hinder the Sub-Sub-Adviser or any Affiliate from either:

performing the Investment Management Service or other services pursuant to this Agreement or any other client agreement of the Sub-Sub-Adviser of any Affiliate; or

effecting transactions with or for the Sub-Adviser or for any other client of the Sub-Sub-Adviser or any Affiliate.

Derivatives. Any transactions in financial instruments undertaken for the Fund may include over-the-counter or exchange-traded derivatives (including contingent liability transactions where the Sub-Adviser, Adviser or Fund may be liable to make further payments), where permitted by the investment guidelines. Any transactions in derivatives shall be subject to the provisions of Schedule 1.

Expenses of the Fund. The Sub-Adviser shall be responsible for the reasonable costs and expenses associated with the provision of the services contemplated herein; provided, however, that the Fund shall be responsible for the cost associated with the purchase or sale of any security or investment contract or other instrument for the Fund’s portfolio and the fees, expenses and costs associated with all other aspects of the Fund’s operations.

Compensation. For the services provided and the expenses assumed pursuant to this Agreement, the Sub-Adviser will pay the Sub-Sub-Adviser a fee in accordance with the current Invesco Transfer Pricing Policy. Such fee shall be computed weekly and paid monthly to Sub-Adviser on or before the last business day of the next succeeding calendar month. If this Agreement becomes effective or terminates before the end of any month,

the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.

Services Not Exclusive. The services to be provided by the Sub-Sub-Adviser hereunder are not to be deemed exclusive, and the Sub-Sub-Adviser shall be free to provide similar services to other clients so long as the provision of such services to such other clients does not impair the Sub-Sub-Adviser’s ability to provide the services contemplated hereunder. Nothing contained herein shall be construed to limit or restrict the right of any director, officer or employee of Sub-Sub-Adviser (who may also be a director, officer or employee of the Sub-Adviser) to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature of a dissimilar nature.

9.	Compliance with Applicable Law. The Sub-Sub-Adviser shall comply with all applicable laws, rules and regulations in the discharge or its obligations hereunder, specifically including, but not limited to Rule 17j-1, under the 1940 Act.

10.

Term and Approval. This agreement shall become effective upon approval by Board of Directors of the VC I, including a majority of disinterested Directors, and shall thereafter continue in force and effect for two (2) years and may be continued from year to year thereafter, provided that such continuation is specifically approved at least annually by the Board of Directors of VC I, including a majority of the disinterested Directors.

11.	Risk Warnings. By signing this Agreement, the Sub-Adviser confirms that it has read and understood the risk warnings provided by the Sub-Sub-Adviser, which provide a warning of certain risks associated with investments which may be held in the Fund’s portfolio.

12.	Termination. This Agreement shall automatically terminate in the event of its assignment, as defined in Section 2(a)(4) of the 1940 Act. The Agreement may also be terminated:

(a)

by any party upon the occurrence of material breach of the terms of the Agreement by the other party that remains uncured for a period of thirty (30) days after notice of such breach has been given by the terminating party; or

(b)

the Sub-Sub-Adviser may terminate the agreement upon ninety (90) days notice if the Fund materially changes its investment objectives, policies or restrictions and the cost of performance hereunder by the Sub-Sub-Adviser is increased.

13.

Liability of the Sub-Sub-Adviser. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations or duties hereunder on the part of the Sub-Sub-Adviser or any of its officers, directors or employees, the Sub-Sub-Adviser shall not be subject to liability to the Sub-Adviser, Adviser or Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may

be sustained in the purchase, holding or sale of any security or investment contract or other instrument for the Fund’s portfolio.

14.

Notices. Any notices under this Agreement shall be given in writing, addressed and delivered or mailed, postage paid, to such address as may be designated for the receipt of such notice, with a copy to the Adviser and the Fund. The respective addresses for the delivery of such notices are as follows:

If to the Sub-Adviser:

Invesco Advisers, Inc.

11 Greenway Plaza

Houston, Texas 77046

Copy to: John M. Zerr, General Counsel

If to the Sub-Sub-Adviser:

Invesco Asset Management Limited

125 London Wall

London EC2Y 5ASUnited Kingdom

Attention: Head of Legal

Copy to: Sub-Adviser

15.	Applicable Law. This Agreement shall be construed in accordance with the laws of State of Texas (without regard to conflict or choice of law provisions), the 1940 Act, the Advisers Act, and applicable rules, guidance and exemptive orders issued by the SEC and its staff thereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of this 28^th day of September 2015.


INVESCO ADVISERS, INC.

By:		/s/ BRIAN THORP

Name:		Brian Thorp

Title:		Vice President

INVESCO ASSET MANAGEMENT LIMITED

By:		/s/ GRAEME PROUDFOOT

Name:		Graeme Proudfoot

Title:		Director (13/10/2015)

AMENDMENT NO. 7

INVESTMENT SUB-ADVISORY AGREEMENT

THIS AMENDMENT NO. 7 TO INVESTMENT SUB-ADVISORY AGREEMENT (the “Amendment”) is dated as of December 19, 2012, by and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”), a Texas Corporation, and SUNAMERICA ASSET MANAGEMENT CORP. (the “Sub-Adviser”).

RECITALS

WHEREAS, VALIC and VALIC Company I (“VC I”) entered into an Investment Advisory Agreement dated January 1, 2002, with respect to the Covered Funds reflected in Schedule A; and

WHEREAS, VALIC and the Sub-Adviser are parties to that certain Investment Sub-Advisory Agreement dated January 1, 2002 with respect to the Covered Funds; and

WHEREAS, the parties wish to amend Schedule A to the Agreement to reflect the addition of the Covered Fund of the Dynamic Allocation Fund, with respect to the Fund-of-Funds Component.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, VALIC and the Sub-Adviser agree as follows:

Schedule A Amendment. Schedule A to the Agreement is hereby amended to reflect that the Sub-Adviser will manage the assets of Fund-of-Funds Component the Dynamic Allocation Fund and shall be compensated on those assets managed, in accordance with Section 2 of the Agreement, at the fee rate reflected in Schedule A attached hereto.

2.	Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one instrument.

3.	Full Force and Effect. Except as expressly supplemented, amended or consented to hereby, all of the representations, warranties, terms, covenants and conditions of the Agreement shall remain unchanged and shall continue to be in full force and effect.

4.	Miscellaneous. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 7 as of the date first above written.


THE VARIABLE ANNUITY LIFE INSURANCE COMPANY		SUNAMERICA ASSET MANAGEMENT CORP.

By:	/s/ Kurt W. Bernlohr	By:	/s/ Peter A. Harbeck

Name:	Kurt W. Bernlohr	Name:	Peter A. Harbeck

Title:	Senior Vice President	Title:	President & Chief Executive Officer

SCHEDULE A

COVERED FUND(S)

Effective December 19, 2012

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 by SUB-ADVISER, and payable monthly:


Covered Fund		Fee

Dividend Value Fund		0.350% on the first $250 million 0.325% on the next $250 million 0.300% on the next $500 million 0.275% over $1 billion

Dynamic Allocation Fund		0.07% on the first $500 million 0.04% on the next $500 million 0.02%% on assets over $1.0 billion

Government Securities Fund		0.25% on the first $200 million 0.20% on the nest $300 million 0.15% over $500 million

Growth & Income Fund		0.25% on the first $500 million 0.225% over $500 million

Large Capital Growth Fund		0.425% on the first $250 million 0.375% on the next $250 million 0.325% over $500 million

Money Market Fund		0.12%

FORM OF AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT

This AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT (the “Amendment”) is effective as of April 23, 2003, by and among The Variable Annuity Life Insurance Company (“VALIC”) and T. Rowe Price Associates, Inc. (the “Sub-Adviser”).

RECITALS

WHEREAS, VALIC and the Sub-Adviser are parties to an Investment Sub-Advisory Agreement dated August 29, 2001 (the “Agreement”), with respect to the Covered Fund(s) listed on Schedule A thereto; and

WHEREAS, the parties wish to amend Section 1 entitled “Services Rendered and Expenses Paid by the SUB-ADVISER” to include the following as the last paragraph:

The SUB-ADVISER is hereby prohibited from consulting with any other sub-adviser of the Covered Fund(s) (or a portion thereof) or any other sub-adviser to a fund under common control with the Covered Fund(s) (or a portion thereof) concerning securities transactions of the Covered Fund (s) (or a portion thereof) in securities or other assets.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, VALIC and the Sub-Adviser agree upon the Amendment as stated above.


	THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

	By:
	Name:	Evelyn M. Curran
	Title:	Senior Vice President
	Date:	May 1, 2003
ATTEST:


	T. ROWE PRICE ASSOCIATES, INC.

	By:
	Name:	Darrell N. Braman
	Title:	Vice President
	Date:	May 1, 2003
ATTEST:

Execution Version

AMENDMENT NO. 10

TO THE

INVESTMENT SUB-ADVISORY AGREEMENT

This AMENDMENT NO. 10 to the INVESTMENT SUB-ADVISORY AGREEMENT (“Amendment”) is dated as of December 7, 2021, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas life insurer (“VALIC”), and WELLINGTON MANAGEMENT COMPANY LLP (the “Sub-Adviser”).

WITNESSETH:

WHEREAS, the Company is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company; and

WHEREAS, VALIC and the Sub-Adviser are parties to an Investment Sub-Advisory Agreement dated August 29, 2001, as amended from time to time (the “Subadvisory Agreement”), pursuant to which the Sub-Adviser furnishes investment advisory services to certain investment series (the “Covered Funds”) of the Company, as listed on Schedule A to the Subadvisory Agreement; and

WHEREAS, the Board of Directors of the Company has approved this Amendment to the Subadvisory Agreement and it is not required to be approved by the shareholders of the Covered Funds.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Subadvisory Agreement as follows:

1. Schedule A Amendment. Schedule A to the Subadvisory Agreement is hereby amended and restated as attached hereto.

2. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the parties have caused their respective duly authorized officers to execute this Amendment as of the date first above written.


THE VARIABLE ANNUITY LIFE INSURANCE COMPANY



By:		/s/ THOMAS M. WARD


Name:		Thomas M. Ward
Title:		Authorized Signatory

WELLINGTON MANAGEMENT COMPANY LLP



By:		/s/ ERIC TANAKA


Name:		Eric Tanaka
Title:		Managing Director

- 2 -

SCHEDULE A

Effective December 7, 2021

SUB-ADVISER shall manage all or a portion of the assets of the following Covered Fund(s) and shall be compensated on that portion managed, as follows:


Covered Funds		Fee
High Yield Bond Fund		0.40% on the first $100 million 0.35% on the next $150 million 0.30% on the excess over $250 million

Inflation Protected Fund		0.15% on the first $250 million 0.10% on the next $250 million 0.09% on the excess over $500 million

Mid Cap Value Fund		Omitted

Science & Technology Fund		Omitted

Systematic Value Fund		0.12% on the first $100 million 0.10% on the excess over $100 million

- 3 -

Execution Version

AMENDED AND RESTATED

ADVISORY FEE WAIVER AGREEMENT

This ADVISORY FEE WAIVER AGREEMENT (“Agreement”) is dated as of December 7, 2021, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas life insurer (the “Adviser”), and VALIC COMPANY I, a Maryland corporation (the “Company”).

WITNESSETH:

WHEREAS, the Adviser and the Company are parties to that certain Investment Advisory and Management Agreement, dated January 1, 2002 (as amended, restated or otherwise modified from time to time, the “Advisory Agreement”), pursuant to which the Adviser serves as the investment adviser to the Global Strategy Fund (the “Fund”), a series of the Company; and

WHEREAS, the Company, on behalf of the Fund, pays the Adviser as compensation for services provided to the Fund, an advisory fee at the annual rate set forth in the Advisory Agreement (the “Advisory Fee”); and

WHEREAS, the Board of Directors of the Company (the “Board”) approved an Advisory Fee Waiver Agreement by and between the Adviser and the Company, on behalf of the Fund, at an in-person meeting held on October 29, 2019; and

WHEREAS, at a meeting held on August 2-3, 2021, the Board approved a change to the calculation of the amount of the waiver so that the amount of the waiver is based on the Fund’s average daily net assets as opposed to its average monthly net assets; and

WHEREAS, at a meeting held on October 25-26, 2021, the Board approved an Amended and Restated Advisory Fee Waiver Agreement by and between the Adviser and the Company, on behalf of the Fund, and the Adviser now agrees to waive a portion of its Advisory Fee in the amount set forth herein; and

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

The Adviser shall waive its Advisory Fee under the Advisory Agreement with respect to the Fund so that the Advisory Fee payable by the Fund is equal to 0.44% on the first $500 million of the Fund’s average daily net assets and 0.40% on average daily net assets over $500 million.

This Agreement shall continue in effect until September 30, 2023, and from year to year thereafter provided such continuance is agreed to by the Adviser and approved by a majority of the Directors of the Company who (i) are not “interested persons” of the Company or the Adviser, as defined in the Investment Company Act of 1940, as amended, and (ii) have no direct or indirect financial interest in the operation of this Agreement. Upon termination of the Advisory Agreement with respect to the Fund, this Agreement shall automatically terminate.

This Agreement shall be construed in accordance with the laws of the State of New York.

This Agreement may be amended by mutual consent of the parties hereto in writing.

[Remainder of Page Intentionally Left Blank]

- 2 -

IN WITNESS WHEREOF, the parties have caused their respective duly authorized officers to execute this Agreement as of the date first above written.


THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

By:		/s/ THOMAS M. WARD
		Name: Thomas M. Ward Title: Authorized Signatory


VALIC COMPANY I, on behalf of Global Strategy Fund, a series thereof

By:		/s/ GREGORY R. KINGSTON
		Name: Gregory R. Kingston Title: Treasurer and Principal Financial Officer

- 3 -

Execution Version

ADVISORY FEE WAIVER AGREEMENT

WITNESSETH:

WHEREAS, the Adviser and the Company are parties to that certain Investment Advisory and Management Agreement, dated January 1, 2002 (as amended, restated or otherwise modified from time to time, the “Advisory Agreement”), pursuant to which the Adviser serves as the investment adviser to the Science and Technology Fund (the “Fund”), a series of the Company; and

WHEREAS, the Adviser now agrees to waive a portion of its Advisory Fee in the amount set forth herein.

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

The Adviser shall waive its Advisory Fee under the Advisory Agreement with respect to the Fund so that the Advisory Fee payable by the Fund is equal to 0.87% on the first $500 million of the Fund’s average daily net assets and 0.82% on average daily net assets over $500 million.

This Agreement shall be construed in accordance with the laws of the State of New York.

This Agreement may be amended by mutual consent of the parties hereto in writing.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have caused their respective duly authorized officers to execute this Agreement as of the date first above written.


THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

By:		/s/ THOMAS M. WARD
		Name: Thomas M. Ward Title: Authorized Signatory


VALIC COMPANY I, on behalf of Science and Technology Fund, a series thereof

By:		/s/ JOHN T. GENOY
		Name: John T. Genoy Title: President

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of VALIC Company I of our report dated July 28, 2021, relating to the financial statements and financial highlights, which appear in Global Strategy Fund’s Annual Report on Form N-CSR for the year ended May 31, 2021. We also consent to the references to us under the headings “Financial Highlights” and “Independent Registered Public Accounting Firm” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

December 7, 2021

Business Policy: Allspring Global Investments Code of Ethics

Allspring Global Investments Code of Ethics

Purpose

Allspring Global Investments has adopted this Code pursuant to Rule 17j-1 under the 1940 Act, Financial Industry Regulatory Authority (“FINRA”) Rules 3110, 3210, 3280, and Section 204A of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Rule 204A-1 thereunder. This Code establishes standards of business conduct and outlines the policies and procedures that Reporting Persons (as defined in Appendix A) must follow to prevent fraudulent, manipulative or improper practices or transactions. This Code is maintained and enforced by the ` Chief Compliance Officer (“CCO”), the Code of Ethics Team Manager (“Code Manager”), and the Code of Ethics Team (“Code Team”) within Allspring Global Investments.

Areas Primarily Affected

This Allspring Global Investments Code of Ethics (the, or this “Code”) applies to employees, directors, and officers of the following entities, which entities may be referred to collectively herein as “Allspring Global Investments”:

1.	Allspring Global Investments, LLC, a Securities and Exchange Commission (“SEC”) registered investment adviser based in San Francisco, California.

2.	Allspring Global Investments (UK) Limited, an SEC and FCA registered investment adviser based in London, England.

3.	Allspring Funds Management, LLC (“Allspring Funds Management”), an SEC registered investment adviser that is a wholly owned subsidiary of Allspring Global Investments Holdings, LLC primarily based in San Francisco, California.

Allspring Funds Distributor, LLC (“the Distributor” or “Allspring Funds Distributor”), a limited purpose broker-dealer, registered with and regulated by Financial Industry Regulatory Authority (“FINRA”) and the SEC that is a wholly owned subsidiary of Allspring Global Investments Holdings, LLC primarily based in San Francisco, California.

Allspring Global Investments Luxembourg S.A., is a Luxembourg management company authorized by the Luxembourg Commission de Surveillance du Secteur Financier (“CSSF”) pursuant to chapter 15 of the Law of 17 December 2010 relating to undertakings for collective investment, as may be amended from time to time (“Law of 2010”), managing Undertakings for Collective Investment in Transferable Securities (“UCITS”) governed by Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities, as may be amended from time to time (“UCITS Directive”).

1. Overview

1.1 Code of Ethics

Allspring Global Investments has adopted this Code pursuant to Rule 17j-1 under the 1940 Act, Financial Industry Regulatory Authority (“FINRA”) Rules 3110, 3210, 3280, and Section 204A of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Rule 204A-1 thereunder. This Code establishes standards of business conduct and outlines the policies and procedures that Reporting Persons (as defined in Appendix A) must follow to prevent fraudulent, manipulative or improper practices or transactions. This Code is maintained and enforced by the Allspring Global Investments Chief Compliance Officer (“CCO”), the Code of Ethics Team Manager (“Code Manager”), and the Code of Ethics Team (“Code Team”) within Allspring Global Investments. Note: See the Definitions located in Appendix A for definitions of capitalized terms that are not otherwise defined in the Code.

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1.2 Standards of Business Conduct

Reporting Persons must always observe the highest standards of business conduct and follow all applicable laws and regulations. Reporting Persons may never:

•

Use any device, scheme or artifice to defraud a client;

•

Make any untrue statement of a material fact to a client or mislead a client by omitting to state a material fact;

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Engage in any act, practice or course of business that would defraud or deceive a client;

•

Engage in any manipulative practice with respect to a client;

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Engage in any inappropriate trading practices, including price manipulation; or

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Engage in any transaction or series of transactions that may give the appearance of impropriety.

This Code does not attempt to identify all possible fraudulent, manipulative or improper practices or transactions, and literal compliance with each of its specific provisions will not shield Reporting Persons from liability for personal trading or other conduct that violates a fiduciary duty to clients.

1.3 Applicability of this Code of Ethics

“Reporting Persons” are subject to all provisions of this Code, except for Section 2.5.B. “Investment Professionals” are subject to all provisions of this Code, including Section 2.5.B. Please refer to Appendix A for the definitions of these terms. If you have any questions regarding whether you are a Reporting Person or an Investment Professional, please contact the Code Manager or Code Team. Compliance maintains a shared mailbox ([email protected]) for requests, assistance, and ad-hoc issues.

Important Note: All references to “Reporting Persons” and “Investment Professionals” in the guidelines, prohibitions, restrictions, and duties set forth in this Code should be interpreted to also refer, as the context requires, to Immediate Family Members (as defined in Appendix A) of such persons. “You” or “your” should be interpreted to refer, as the context requires, to Reporting Persons or Investment Professionals and/or the Immediate Family Members of such persons.

1.4 Reporting Person Duties

As a Reporting Person, you are expected to:

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Be ethical;

•

Act professionally;

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Exercise independent judgment;

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Comply with all applicable Federal Securities Laws;

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Avoid, mitigate or appropriately resolve conflicts of interest, and situations which create the perception of a conflict of interest. A conflict of interest exists when financial or other incentives motivate a Reporting Person to place their or Allspring’s interest ahead of an Allspring Global Investments client. For more information on conflicts of interest, see the Allspring Conflicts of Interest Policy and Section 2.1 of this Code;

•

Promptly report violations or suspected violations of the Code and/or any Allspring Global Investments compliance policy to the relevant CCO or Allspring Global Investments Compliance Department; and

•

Cooperate fully, honestly and in a timely manner with any relevant CCO or Allspring Global Investments Compliance Department investigation or inquiry.

Reporting Persons are required to submit all requests and reports to the Code Team via the FIS Protegent PTA (“PTA”) transaction monitoring system (“TMS”).

In addition to PTA, Reporting Persons can utilize the shared Compliance mailbox ([email protected]) for requests, assistance and ad-hoc issues.

Training for PTA will be provided to Reporting Persons by the Code Team.

Outside Business Activity requests require approval prior to starting the activity. Requests are submitted through Protegent PTA. All reporting persons that are associated with Allspring Funds Distributor must follow the reporting requirements through RegEd.

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Business Policy: Allspring Global Investments Code of Ethics

All Reporting Persons, as a condition of employment, must acknowledge in writing (or electronically) receipt of this Code and certify, within 30 calendar days of becoming subject to the Code and annually thereafter, that they have read, understand, and will comply with the Allspring Global Investments Code. Violations of the Code may result in disciplinary actions, including disgorgement, fines and even termination, as determined by the Code Manager and/or senior management.

In addition to this Code, Reporting Persons must comply with separate personal conduct policies (located on Allspring Connect) regarding the following:

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Allspring Conflicts of Interest and Outside Business Activities;

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Allspring Global Investments Firewall Compliance;

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Allspring Global Investments Information Barriers & Non-Public Information Compliance Policy;

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Allspring Global Investments Gifts and Entertainment; and

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Allspring Global Investments Political Contributions and Solicitation of Contributions and Payments.

All Reporting Persons must disclose if they or an Immediate Family Member (i) have a beneficial financial interest in, or (ii) act as a proprietor, partner, member, director, trustee, officer, employee or consultant of a Allspring Global Investments competitor, vendor, service provider, broker, intermediary or client, or a company seeking to become one.

All Reporting Persons must disclose if they or an Immediate Family Member (i) have a beneficial financial interest in, or (ii) act as a proprietor, partner, member, director, trustee, officer, or employee with access to material non-public information of a company or organization with publicly-traded debt or equity.

The Code and your fiduciary obligations generally require you to put the interests of Allspring Global Investments clients ahead of your own. The Code Manager and/or any relevant CCO may review and take appropriate action concerning instances of conduct that, while not necessarily violating the letter of the Code, give the appearance of impropriety. Note: See Appendix B for Relevant Compliance Department Staff list.

1.5 Reporting Persons’ Obligation to Report Violations

Reporting Persons are expected to report any concerns regarding ethical business conduct, suspected or actual violations of the Code, or any non-compliance with applicable laws, rules, or regulations to the Code Manager or to a member of the Allspring Global Investments Compliance Department. Reporting Persons may instead contact the Ethics Line where a report can be made anonymously. Reports will be treated confidentially to the extent reasonably possible and will be investigated promptly and appropriately. No retaliation may be taken against a Reporting Person for providing information in good faith about such violations or concerns.

Examples of violations or concerns that Reporting Persons are expected to report include, but are not limited to:

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Fraud or illegal acts involving any aspect of our business;

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Concerns about accounting, auditing, or internal accounting control matters;

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Material misstatements in reports;

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Any activity that is prohibited by the Code; and

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Deviations from required controls and procedures that safeguard clients, and Allspring Global Investments.

1.6 Allspring Global Investments’ Duties and Responsibilities to Reporting Persons

To help Reporting Persons comply with this Code, the Code Manager will:

•

Identify and maintain current listings of Reporting Persons and Investment Professionals;

•

Notify Reporting Persons and Investment Professionals in writing of their status as such and the Code requirements;

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Business Policy: Allspring Global Investments Code of Ethics

•

Make a copy of the Code available and require initial and annual certifications that Reporting Persons have read, understand, and will comply with the Code;

•

Make available a revised copy of the Code if there are any amendments to it (and, to the extent possible, prior to their effectiveness) and require Reporting Persons to certify in writing (or electronically) receipt, understanding, and compliance with the revised Code;

•

Periodically compare reported Reportable Personal Securities Transactions with portfolio transaction reports of the Allspring Global Investments Accounts. Before Allspring Global Investments determines if a Reporting Person has violated the Code on the basis of this comparison, the Code Team will give the Reporting Person an opportunity to provide an explanation;

•

From time to time, provide training sessions to facilitate compliance with and understanding of the Code and keep records of such sessions and the Reporting Persons in attendance; and

•

Review the Code at least once a year to assess its adequacy and effectiveness.

1.7 Annual Reports and Certifications

No less frequently than annually, the relevant CCO or his or her designee shall submit to the Allspring Funds Management and the Allspring Funds Distributor Boards of Trustees (collectively, the “Boards”) a written report on behalf of the Covered Companies:

•

Describing any issues arising under the Code relating to the particular Covered Company since the last report to the Boards, including, but not limited to, information about material violations of or waivers from the Code and any sanctions imposed in response to material violations, and

•

Certifying that the Code contains procedures reasonably necessary to prevent Reporting Persons from violating it.

1.8 Recordkeeping

This Code, a record of each violation of the Code and any action taken as a result of the violation, a copy of each report and certification/acknowledgment made by a Reporting Person pursuant to the Code, lists of all persons required to make and/or review reports under the Code, and a copy of any pre-clearance given or requested pursuant to Section 3 of the Code shall be preserved with the applicable Covered Company’s records, as appropriate, for the periods and in the manner required by the rules noted in Section 1.1 above. To the extent appropriate and permissible, these records may be kept electronically.

2. Reportable Personal Securities Transactions

2.1 Resolving Conflicts of Interest

When engaging in Reportable Personal Securities Transactions, there might be conflicts between the interests of an Allspring Global Investments client or a Allspring Global Investments Account and a Reporting Person’s personal interests. Any conflicts that arise in connection with such Reportable Personal Securities Transactions must be resolved in a manner that does not inappropriately benefit the Reporting Person or adversely affect Allspring Global Investments clients or Allspring Global Investments Accounts. Reporting Persons shall always place the financial interests of the Allspring Global Investments clients and Allspring Global Investments Accounts before personal financial and business interests.

Examples of inappropriate resolutions of conflicts are:

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Taking an investment opportunity away from a Allspring Global Investments Account to benefit a portfolio or personal account in which a Reporting Person has Beneficial Ownership;

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Using your position to take advantage of available investments for yourself;

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Front running a Allspring Global Investments Account by trading in Securities (or Equivalent Securities) ahead of the Allspring Global Investments Account;

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Taking advantage of information or using Allspring Global Investments Account portfolio assets to affect the market in a way that personally benefits you or a portfolio or personal account in which you have Beneficial Ownership; and

•

Engaging in any other behavior determined by the CCO to be, or to have the appearance of, an inappropriate resolution of a conflict.

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2.2 Reporting Reportable Personal Securities Accounts and Transactions

Reporting Persons must report all Reportable Personal Securities Accounts (see definitions in Appendix A) to the Code Team via the applicable TMS (see Section 1.4) along with the Reportable Personal Securities holdings and transactions of Reportable Personal Securities Transactions in those accounts. Reportable Personal Securities Accounts include accounts of Immediate Family Members and accounts in which a Reporting Person is a Beneficial Owner. There are three types of reports: (1) an initial holdings report that is filed upon becoming a Reporting Person or establishing any Reportable Personal Securities Account, (2) a quarterly transaction report, and (3) an annual holdings report.

Each broker-dealer, bank, or fund company, where a Reporting Person has a Reportable Personal Securities Account will receive a request for the Allspring Global Investments Compliance Department to receive copies of all account statements and confirmations from such accounts. The Code Team will make this request after the accounts are reported via the TMS. All accounts that have the ability to hold Reportable Securities must be included even if the account does not have holdings of Securities at the time of reporting.

1. Initial Holdings Report. Within 10 business days of becoming a Reporting Person:

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All Reportable Personal Securities Accounts and Managed Accounts, including broker name and account number information must be reported by each Reporting Person to the Code Team via the TMS.

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A recent statement (electronic or paper) for each Reportable Personal Securities Account and Managed Account must be submitted by each Reporting Person to the Code Team.

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All holdings of Reportable Securities in Reportable Personal Securities Accounts and Managed Accounts must be inputted by each Reporting Person into an Initial Holdings Report via the applicable TMS. The information in the report must be current as of a date no more than 45 calendar days prior to the date of becoming a Reporting Person.

2. Quarterly Transactions Reports. Within 30 calendar days of each calendar quarter end:

•

Each Reporting Person must supply to the Code Team a report via the TMS showing all Reportable Securities trades made in the Reporting Person’s Reportable Personal Securities Accounts during the quarter. A request for this report will be generated by the TMS with notification of due dates sent to Reporting Persons via email and a report must be submitted by each Reporting Person even if there were not any Reportable Securities trades transacted during the quarter.

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Each Reporting Person must certify as to the correctness and completeness of this report.

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This report and certification must be submitted to the Code Team by the business day immediately before the weekend or holiday if the 30th day falls on a weekend or holiday.

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Managed Accounts are not subject to the quarterly transactions reports requirement.

3. Annual Holdings Reports. Within 30 calendar days of each calendar year end:

•

All holdings of Reportable Securities in all Reportable Personal Securities Accounts must be reported by each Reporting Person to the Code Team via the TMS. The information in the report must be current as of a date no more than 45 calendar days prior to when you submit the report.

•

Each Reporting Person must certify as to the correctness and completeness of this report.

•

This report and certification must be submitted to the Code Team by the business day immediately before the weekend or holiday if the 30th day falls on a weekend or holiday.

•

Managed Accounts are not subject to the annual holdings report requirement.

Any report under this Section may contain a statement that the report shall not be construed as an admission by the Reporting Person making such a report that he or she has any direct or indirect Beneficial Ownership in the Reportable Securities to which the report relates.

2.3 New Accounts

Each Reporting Person must submit a request for pre-approval of a Reportable Personal Securities Account or Managed Account (including those of Immediate Family Members) to the Code Team within

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10 business days of receiving the account number or prior to executing a transaction requiring pre-clearance, whichever occurs first. All new accounts opened are required to be at one of the approved brokers on the Allspring Global Investments Approved Broker List. This requirement is not applicable to Managed Accounts. In addition, pursuant to FINRA Rule 3210, all Reporting Persons that are associated with Allspring Funds Distributor (including those accounts where Reporting Persons have a beneficial interest) must obtain prior approval from Allspring Global Investments Code of Ethics Compliance Team prior to opening a Reportable Personal Securities Account or Managed Account (including those of Immediate Family Members) at another broker dealer. This FINRA rule does not apply to the following types of accounts:

•

Accounts that exclusively hold unit investment trusts;

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Accounts that exclusively hold municipal fund securities;

•

Qualified tuition programs (529 accounts); and

•

Non-Reportable Accounts and accounts that exclusively hold non-reportable securities.

2.4 Confidentiality

Allspring Global Investments will use reasonable efforts to ensure that the reports submitted to the Code Team as required by this Code are kept confidential. Reports required to be submitted pursuant to the Code will be selectively reviewed by members of the Code Team and possibly senior executives or legal counsel on a periodic basis to seek to identify improper trading activity or patterns of trading and to otherwise seek to verify compliance with this Code. Data and information may be provided to Reportable Fund officers and trustees and will be provided to government authorities upon request or others if required to do so by law or court order.

2.5 Trading Restrictions and Prohibitions

Reporting Persons. All Reporting Persons (including Investment Professionals) and their Immediate Family Members must comply with the following trading restrictions and prohibitions:

•

All Reporting Persons must pre-clear transactions of certain Reportable Securities in Reportable Personal Security Accounts, (including those of Immediate Family Members and accounts for which the Reporting Person is a Beneficial Owner) as described in the table that follows in Section 2.7.

•

60-Day Holding Period for Reportable Fund Shares (open-end and closed-end) Except as noted below, Reporting Persons are required to hold shares of most of the Reportable Funds for at least 60 days. This restriction applies without regard to tax lot considerations. Reporting Persons are prohibited from selling any Reportable Fund shares for 60 days from the date of the most recent purchase. If it is necessary to sell Reportable Fund shares before the 60-day holding period has passed, Reporting Persons must obtain advance written approval from the CCO or the Code Manager. The 60-day holding period does not apply to transactions pursuant to Automatic Investment Plans. The 60-day holding period does not apply to the Adjustable-Rate Government Fund, Conservative Income Fund, Ultra Short-Term Income Fund, Ultra Short-Term Municipal Income Fund, and the money market funds.

•

IPOs, Private Placements and Initial Coin Offerings Reporting Persons are generally prohibited from purchasing shares in an IPO (an Initial Public Offering (as defined in Appendix A). Reporting Persons must get written approval from the Code Manager before acquiring shares in an IPO or selling shares that were acquired in an IPO prior to becoming a Reporting Person. Reporting Persons may, subject to pre-clearance requirements, purchase shares in a Private Placement or acquire virtual “coins” or “tokens” in an Initial Coin Offering (“ICO”) that is conducted as a Private Placement as long as the position will be less than a 10% voting interest in the issuer, or 10% of the ICO, and is otherwise permitted under the Policy on Directorships and Other Outside Employment as set forth in the Allspring Code of Ethics and Business Conduct.

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Reporting Persons who have been pre-cleared to purchase shares in a Private Placement or acquire virtual “coins” or “tokens” in a private placement that is an ICO must disclose that investment to the Code Team when they are involved in the subsequent consideration of an investment in the issuer, “coins” or “tokens” by Allspring Global Investments for a client, and Allspring Global Investments’ decision to purchase such Reportable Securities must be independently reviewed by Reporting Persons with no personal interest in the issuer, “coins” or “tokens”. To obtain pre-approval please complete the Private Securities Transaction Request Form in the applicable TMS’ noted in Section 1.4.

•

Exchange Traded Funds (“ETFs”)

All Reporting Persons must disclose and report all holdings in ETFs. However, purchases or sales of ETFs that follow the following broad-based indices do not require pre-clearance: Dow Jones Industrial Average, NASDAQ 100, Russell 2000, Russell 3000, S&P 100, S&P 500, S&P Midcap 400, S&P Europe 350, FTSE 100, FTSE Mid 250, FTSE 350, Hang Seng 100, Deutscher Aktien Index (DAX 30), S&P/TSX 60, Wilshire 5000 and Nikkei 225. ETFs that do not follow these indices must be pre-cleared. See Appendix D for list of ETF’s that are not subject to pre-clearance or the 60 day holding period.

•

Allspring Closed-End Funds

Reporting Persons may not participate in a tender offer made by a closed-end Allspring Fund under the terms of which the number of shares to be purchased is limited to less than all of the outstanding shares of such closed-end Allspring Fund.

•

No Reporting Person may purchase or sell shares of any closed-end Allspring Fund within 60 days of the later of:

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The initial closing of the issuance of shares of such fund; or

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The final closing of the issuance of shares in connection with an overallotment option.

•

Reporting Persons may purchase or sell shares of closed-end Allspring Funds only during the 10-day period following the release of dividend announcements to the public for such fund, which typically occurs on or about the first of the month. Certain Reporting Persons, who shall be notified by the Legal Department, are required to make filings with the SEC in connection with their purchases and sales of shares of closed-end Allspring Funds.

•

Investment Clubs

Reporting Persons may not participate in the activities of an Investment Club without the prior approval from the Code Team. Remember that guidelines, prohibitions, restrictions, and duties set forth in this Code should be interpreted to also refer, as the context requires, to Immediate Family Members. Transactions for an Investment Club would need to be pre-cleared and reported as applicable.

•

Personal Transactions

Reporting Persons are prohibited from executing or processing through a Covered Company’s direct access software (TA2000 or any other similar software):

•

Reporting Persons’ own personal transactions;

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Transactions for Immediate Family Members; or

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Transactions for accounts of other persons for which the Reporting Person or his/her Immediate Family Member have been given investment discretion.

This provision does not exclude you from trading directly with a broker/dealer or using a broker/dealer’s software.

•

Attempts to Manipulate the Market

Reporting Persons must not execute any transactions intended to raise, lower, or maintain the price of any Reportable Security or to create a false appearance of active trading.

•

Excessive Trading

Excessive Trading in Reportable Personal Securities Accounts is strongly discouraged and Reportable Personal Securities Accounts will be monitored by the Code Team for Excessive

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Trading activity and may be reported to the relevant CCO. Additional restrictions may be imposed by the Code Team if Excessive Trading is noted in a Reportable Personal Securities Account.

•

Currency Accounts (including Cryptocurrencies)

Reporting Persons do not need to report accounts established to hold foreign currency or cryptocurrencies, provided no Reportable Securities can be held in the account.

B.	*Investment Professionals. All Investment Professionals and their Immediate Family Members must comply with the following additional trading restrictions and prohibitions:*

•

Investment Professionals’ trades are subject to a 15-day blackout restriction: There is a “15-day blackout” on inappropriate purchases or sales of Reportable Securities bought or sold by an Allspring Global Investments Account. This means that purchases and sales of a Reportable Security (or Equivalent Reportable Security) (“blackout security”) during the 7-day periods immediately preceding and immediately following the date the Allspring Global Investments Account trades in the blackout security (“blackout window”) are subject to review by the Code Team in order to determine if the purchase or sale is inappropriate. In such review, any Reportable Personal Securities Transactions in a blackout security during a blackout window will be evaluated and investigated by the Code Team based on each situation. This will include a review of the Investment Professional’s role within Allspring Global Investments and his or her reason(s) for buying or selling. Penalties on trades determined to have been inappropriate may range from no action to potential disgorgement of profits or payment of avoided losses (see Section 3 for Code violations and penalties) or more serious penalties. A blackout security that is inappropriately purchased during a blackout window may be subject to mandatory divestment. Similarly, inappropriate sales of a blackout security during a blackout window may subject the Investment Professional to penalties.

In the case of a purchase and subsequent mandatory divestment at a higher price, any profits derived upon divestment may be subject to disgorgement; penalties may include a requirement that disgorged profits be donated to charity, with no tax deduction claimed by the Investment Professional. In the case of a sale, penalties may include a requirement that an amount equal to the avoided loss be donated to charity, with no tax deduction claimed by the Investment Professional.

For example, if an Allspring Global Investments Account trades in a blackout security on July 7, July 15 (the 8th day following the trade date) would be the 1st day Investment Professionals may engage in a Reportable Personal Securities Transaction involving that blackout security. Any purchases and sales in the blackout security made on or after June 30 through July 14, even if pre-cleared, could be subject to mandatory divestment and/or penalties. Purchases and sales in the security made on or before June 29 (the 8th day before the trade date) would not be within the blackout window.

The Code Team has full discretion to determine whether any purchase or sale of a blackout security during a blackout window is “inappropriate” based on each situation.

•

Investment Professionals who are Research Analysts may not trade personally any Reportable Security that they cover until 2 business days after the publication of a research note.

2.6 How to Pre-Clear Reportable Personal Securities Transactions

Reporting Persons must follow the steps below to pre-clear trades for themselves and their Immediate Family Members:

Request Authorization. A request for authorization of a transaction that requires pre-clearance must be entered using PTA (see Section 1.4). Email requests submitted to the respective

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mailbox noted in Appendix B will only be processed for those Reporting Persons who are on formal leave of absence or on paid time off (“PTO”). Reporting Persons may only request pre-clearance for market orders or same day limit orders. Verbal pre-clearance requests are not permitted.

Have The Request Reviewed and Approved. After receiving the electronic request, PTA will notify Reporting Persons if the trade has been approved or denied. For Reporting Persons on leave of absence or PTO, email responses will be sent with the approval or denial.

Trading in Foreign Markets. A request for pre-clearance of a transaction in a local foreign market that has already closed for the day may be granted with authorization to trade on the following day because of time considerations. Approval will only be valid for that following trading day in that local foreign market.

Approval of Transactions

•

The Request May be Refused. The Code Manager may refuse to authorize a Reporting Person’s Reportable Personal Securities Transaction and need not give an explanation for the refusal. Reasons for refusing your Reportable Personal Securities Transactions may be confidential.

•

Authorizations Expire. Any transaction authorization is effective until the close of business of the same trading day for which the authorization is granted (unless the authorization is revoked earlier). If the order for the transaction is not executed within that period, you must obtain a new advance authorization before placing a new transaction order.

2.7 Summary of What Reporting Persons and their Immediate Family Need to Report Quarterly and Pre-Clear


The table below serves as a reference to use in determining what Reporting Persons need to report on quarterly transactions reports and must pre-clear when executing a trade. If you have questions about any types of Securities not shown below, please contact the Code Team per instructions located in Appendix B.	Report?	Pre-Clear?
Equity Securities	Yes	Yes
Corporate Debt Securities	Yes	Yes
Investment Trusts	Yes	Yes
Municipal Bonds	Yes	Yes
Options on Reportable Securities	Yes	Yes
Self-directed Reportable Securities transactions in Automatic Investment Plans	Yes	Yes
Virtual Coins or Tokens acquired through an Initial Coin Offering (“ICO”) or those acquired through a secondary token offering. (please refer to Section 2.5)	Yes	Yes
Closed-End Mutual Funds (affiliated and non-affiliated)	Yes	Yes
Private Placements (please refer to Section 2.5)	Yes	Yes
ETFs, including iShares, both open-end and closed-end, Unit Investment Trusts, and Options on ETFs (subject to pre-clearance exceptions in Section 2.5)	Yes	Yes
Robo advisor accounts (e.g.,Wealthfront, Betterment)	Yes	No

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The table below serves as a reference to use in determining what Reporting Persons need to report on quarterly transactions reports and must pre-clear when executing a trade. If you have questions about any types of Securities not shown below, please contact the Code Team per instructions located in Appendix B.	Report?	Pre-Clear?
Open-End Investment Companies that are Reportable Funds	Yes	No
Money Market Mutual Funds	No	No
Short Term Cash Equivalents	No	No
U.S. Government Bonds (direct obligations)	No	No
U.S. Treasuries/Agencies (direct obligations)	No	No
Commodities, Futures or Options on Futures	No	No
Securities Purchased through automatic transactions in Automatic Investment Plans	No	No
Open-End Investment Companies that are not Reportable Funds	No	No
Banker’s Acceptances, bank certificates of deposit, commercial paper & High Quality Short-Term Debt Instruments, including repurchase agreements	No	No
529 Plans	No	No
Non-Allspring 401(k) plans that do not and cannot hold Reportable Funds or Reportable Securities	No	No
Transactions in Managed Accounts	No	No
Cryptocurrencies (e.g., Bitcoin)	No	No
Reportable Securities purchased through Automated Investment Plans	Yes	No
Gifting Reportable Securities to any account outside your Reportable Securities account	Yes	Yes
Receipt of Reportable Securities as a gift	Yes	No
Tender Offers	Yes	Yes

2.9 Ban on Short-Term Trading Profits

There is a ban on short-term trading profits. Reporting Persons are not permitted to buy and sell, or sell and buy, the same pre-clearable Reportable Security (or Equivalent Security) within 60 calendar days and make a profit; this will be considered short-term trading.

•

This prohibition applies without regard to tax lot.

•

Short sales are subject to the 60-day profit ban.

If a Reporting Person makes a profit on an involuntary call of an option, those profits are excluded from this ban; however, buying and selling options within 60 calendar days resulting in profits is prohibited. Settlement/expiration date on the opening option transaction must be at least 60 days out.

Sales or purchases made at the original purchase or sale price or at a loss are not prohibited during the 60 calendar day profit holding period.

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Reporting Persons may be required to disgorge any profits the Reporting Person makes from any sale before the 60-day period expires.

The ban on short-term trading profits does not apply to transactions that involve:

•

Reportable Securities not requiring pre-clearance (e.g., open-end investment companies that are not Reportable Funds, although they typically impose their own restrictions on short-term trading);

•

Same-day sales of Reportable Securities acquired through the exercise of employee stock options or other Securities granted to you as compensation or through the delivery (constructive or otherwise) of previously owned employer stock to pay the exercise price and tax withholding;

•

Commodities, futures (including currency futures), options on futures and options on currencies;

•

Automated purchases and sales that were done as part of an Automatic Investment Plan. However, any self-directed purchases or sales outside the pre-set schedule or allocation of the Automatic Investment Plan, or other changes to the pre-set schedule or allocation of the Automatic Investment Plan, within a 60-day period, are subject to the 60-day ban on short term profit; or

•

Adjustable Rate Government Fund, Conservative Income Fund, Ultra Short-Term Income Fund, Ultra Short-Term Municipal Income Fund, and the money market funds.

2.10 Employee Compensation Related Accounts

1.	*401(k) Plans*

Initial Holding Report: Completed in PTA

401(k) Plans that are external to Allspring are required to be reported if, regardless of the balance, the plan is capable of holding Reportable Funds or Reportable Securities.

Quarterly Transaction Report: Completed in PTA

Reporting Persons are required to report transactions in Reportable Funds or Reportable Securities in 401(k) plans held outside of Allspring.

Annual Holdings Report: Completed PTA

If an external 401(k) account holds Reportable Funds or Reportable Securities, Reporting Persons are required to update these holdings in their Annual Holdings Report.

2.	*Allspring Health Savings Account (“HSA”)*

Initial Holdings Report:

•

Allspring HSAs are reportable when the balance reaches the threshold that allows the Reporting Person to invest in Reportable Funds.

Quarterly Transaction Report:

•

Sales of shares of Reportable Funds within a Reporting Person’s HSA are reportable on the Quarterly Transaction Report.

Annual Holdings Report:

•

Reporting Persons are required to update holdings of balances invested in Reportable Funds within a Reporting Person’s HSA in the Annual Holdings Report.

Pre-Clearance:

•

Transactions in an HSA account do not require pre-clearance.

3. Code Violations

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3.1 Investigating Code Violations

The Code Manager or designee is responsible for investigating any suspected violation of the Code. This includes not only instances of violations against the letter of the Code, but also any instances that may give the appearance of impropriety. Reporting Persons are expected to respond to Code Manager inquiries promptly. The Code Manager is responsible for reviewing the results of any investigation of any reported or suspected violation of the Code. The Code Manager will report the results of each investigation to the CCO, as well as the Allspring Global Investments Ethics Committee. Violations of the Code may also be reported to the Reporting Person’s supervisor and human resources as well.

3.2 Penalties

The Code Manager is responsible for deciding whether a violation is minor, substantive or serious. In determining the seriousness of a violation of this Code, the Code Manager will consider the following factors, among others and will escalate as needed to the Allspring Global Investments CCO:

•

The degree of willfulness of the violation;

•

The severity of the violation;

•

The extent, if any, to which a Reporting Person profited or benefited from the violation;

•

The adverse effect, if any, of the violation on a Covered Company or a Allspring Global Investments Account; and

•

The Reporting Person’s history of prior violation(s) of the Code.

For purposes of imposing sanctions, violations generally will be counted on a rolling 24 month period. However, the Code Manager (in consultation with the CCO) reserves the right to impose a more severe sanction/penalty depending on the severity of the violation and/or taking into consideration violations dating back more than 24 months.

Any serious offense as described below will be reported to the Allspring Fund Board. All minor and substantive violations will be reported to the Board at least annually

Minor Offenses:

Minor offenses may include, but are not limited to, the following: failure to timely submit quarterly transaction reports, failure to timely complete assigned training, failure to submit signed acknowledgments of Code forms and certifications, excessive (i.e., more than three) late submissions of such documents, and conflicting pre-clear request dates versus actual trade dates or other pre-clearance request errors, or Reportable Securities not covered by the blackout period.

Substantive Offenses:

Substantive offenses may include, but are not limited to, the following: unauthorized purchase/sale of Securities as outlined in this Code, violations of short-term trading for profit (60-day rule), failure to request pre-clearance of transactions as required by the Code, failure to timely report a reportable brokerage account, and violations of the 15-day blackout period.

Serious Offenses:

Engaging in insider trading or related illegal and prohibited activities such as “front running” and “scalping,” and repeated violations or a flagrant violation of the Code are considered a “serious offense.”

3.3 Penalties

Depending on the severity of the infraction, a violation of this Code may result in the following, subject to applicable law: an informational memorandum; a warning; a fine, deduction from wages, disgorgement of profit or other payment; a personal trading ban; referral of the matter to Human Resources; termination of employment; or referral to civil or criminal authorities. Dismissal and/or Referral to Authorities.

Repeated violations or a flagrant violation of the Code may result in immediate dismissal from employment. In addition, the Code Manager, the CCO, the Allspring Global Investments Ethics

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Committee and/or senior management may determine that a single flagrant violation of the law, such as insider trading, will result in immediate dismissal and referral to authorities.

3.4 Exceptions to the Code

The Code Manager is responsible for enforcing the Code. The CCO or Code Manager (or his or her designee) may grant certain exceptions to the Code, provided any requests and any approvals granted must be submitted and obtained, respectively, in advance and in writing. The CCO or Code Manager (or his or her designee) may refuse to authorize any request for exception under the Code and is not required to furnish any explanation for the refusal.

Related Information

Related Regulation

•

Rule 17j-1 of the Investment Company Act of 1940

•

Financial Industry Regulatory Authority Rules 3110, 3210, 3280

•

Section 204A of the Investment Advisers Act of 1940

•

Rule 204A-1 of Investment Advisers Act of 1940

Related Policies or Resources

Allspring Global Investments Gifts and Entertainment Policy

Allspring Political Contributions & Solicitations of Contributions & Payment Policy

Allspring Outside Activities Policy

Appendix A

Definitions

General Note:

The definitions and terms used in the Code are intended to mean the same as they do under the 1940 Act and applicable other Federal Securities Laws. If a definition hereunder conflicts with the definition in the 1940 Act or other Federal Securities Laws, or if a term used in the Code is not defined, you should follow the definitions and meanings in the 1940 Act or other Federal Securities Laws, as applicable.

Automatic Investment Plan

A program that allows a person to purchase or sell Reportable Securities, automatically and on a regular basis in accordance with a pre-determined schedule and allocation, without any further action by the person. An Automatic Investment Plan includes a SIP (systematic investment plan), SWP (systematic withdrawal plan), SPP (stock purchase plan), DRIP (dividend reinvestment plan), or employer- sponsored plan.

Beneficial Owner

You are the “beneficial owner” of any Reportable Securities in which you have a direct or indirect Financial or Pecuniary Interest, whether or not you have the power to buy and sell, or to vote, the securities.

In addition, you are the “beneficial owner” of Reportable Securities in which an Immediate Family Member has a direct or indirect Financial or Pecuniary Interest, whether or not you or the Immediate Family Member has the power to buy and sell, or to vote, the Reportable

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		Securities. For example, you have Beneficial Ownership of securities in trusts of which Immediate Family Members are beneficiaries.
		You are also the “beneficial owner” of Reportable Securities in any account, including but not limited to those of relatives, friends and entities in which you have a non-controlling interest or over which you or an Immediate Family Member exercise investment discretion. Such accounts do not include accounts you manage on behalf of a Covered Company or any other affiliate of Allspring Global Investments Holdings, LLC.
Control		The power to exercise a controlling influence over the management or policies of a company, unless the power is solely the result of an official position with such company. Owning 25% or more of a company’s outstanding voting securities is presumed to give you control over the company. (See Section 2(a) (9) of the 1940 Act for a complete definition.)
Covered Companies		Allspring Funds Management, LLC, Allspring Funds Distributor, LLC, Allspring Global Investments, LLC., Allspring Global Investments (UK) Limited, and Allspring Global Investments Luxembourg S.A.
Direct Listing		A Direct Listing is also known as a Direct Public Offering (“DPO”) which is a type of initial public offering (“IPO”) in which a company offers its securities directly to the public to raise capital. An issuing company using a DPO eliminates the middlemen—investment banks, broker- dealers, and underwriters that are involved in typical IPOs, and self- underwrites its securities.
Equivalent Security		Any Reportable Security issued by the same entity as the issuer of a subject security that is convertible into the equity security of the issuer. Examples include, but are not limited to, options, rights, stock appreciation rights, warrants and convertible bonds.
Excessive Trading		A high number of transactions by any Reporting Person during any month could be considered by the Code Team, in its sole discretion, to be Excessive Trading. The Compliance Department may report any Excessive Trading to Allspring Global Investments’ CCO and/or senior management.
Federal Securities Laws		The Securities Act of 1933 (15 U.S.C. 77a-aa), the Securities Exchange Act of 1934 (15 U.S.C. 78a—mm), the Sarbanes-Oxley Act of 2002 (Pub. L. 107-204, 116 Stat. 745 (2002)), the Investment Company Act of 1940 (15 U.S.C. 80a), the Investment Advisers Act of 1940 (15 U.S.C. 80b), Title V of the Gramm-Leach-Bliley Act (Pub. L. No. 100-102, 113 Stat. 1338 (1999)), any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act (31 U.S.C. 5311-5314; 5316-5332) as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

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Financial or Pecuniary Interest	The opportunity for you or your Immediate Family Member, directly, or indirectly, to profit or share in any profit derived from a transaction in the subject Reportable Securities whether through any contract, arrangement, understanding, relationship or otherwise. This standard looks beyond the record owner of Reportable Securities to reach the substance of a particular arrangement. You not only have a Financial or Pecuniary Interest in Reportable Securities held by you for your own benefit, but also Reportable Securities held (regardless of whether or how they are registered) by others for your benefit, such as Reportable Securities held for you by custodians, brokers, relatives, executors, administrators, or trustees. The term also includes any interest in any Reportable Security owned by an entity directly or indirectly controlled by you, which may include corporations, partnerships, limited liability companies, trusts and other types of legal entities. You or your Immediate Family Member likely have a Financial or Pecuniary Interest in:
	●	Your accounts or the accounts of Immediate Family Members;
	●	A partnership or limited liability company, if you or an Immediate Family Member is a general partner or a managing member;
	●	A corporation or similar business entity, if you or an Immediate Family Member has or shares investment control; or
	●	A trust, if you or an Immediate Family Member is a beneficiary.
High Quality Short-Term Debt Instrument	Any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization such as Moody’s Investors Service.
Immediate Family Member	Any of the following persons, including any such relations through adoption, who reside in the same household with you:

●

spouse

●

grandparent

●

mother-in-law

●

domestic partner

●

grandchild

●

father-in-law

●

parent

●

brother

●

daughter-in-law

●

stepparent

●

sister

●

son-in-law

●

child

●

sister-in-law

●

stepchild

●

brother-in-law


		Immediate Family Member also includes any other relationship that the CCO determines could lead to possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety. All references to “Reporting Persons” and “Investment Professionals” in the guidelines, prohibitions, restrictions and duties set forth in this Code should be interpreted to also refer, as the context requires, to Immediate Family Members of such persons.
Investment Club		An investment club is a group of people who pool their money to make investments. Usually, investment clubs are organized as partnerships and, after the members study different investments, the group decides to buy or sell based on a majority vote of the members. Club meetings may be educational and/or each member may actively participate in investment decisions.
Investment Professional		Any Reporting Person who is a portfolio manager, trader or analyst employed (including as a temporary or contract employee) by Allspring Global Investments, and any other person designated by the CCO or designee as such given his or her access to current portfolio or trading information for clients.

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		All references to “Investment Professionals” in the guidelines, prohibitions, restrictions and duties set forth in this Code should be interpreted to also refer, as the context requires, to Immediate Family Members of Investment Professionals. The Code Manager is responsible for maintaining a list of all Investment Professionals and notifying such Investment Professionals of their status.

IPO		An initial public offering, or the first sale of a company’s securities to public investors. Specifically, it is an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

Managed Account		Any account for which the holder gives, in writing, his/her broker or someone else (other than another Reporting Person) the authority to buy and sell Reportable Securities, either absolutely or subject to certain restrictions, other than pre-approval by any Reportable Person. In other words, the holder gives up the right to decide what Reportable Securities are bought or sold for the account. This includes accounts known as “Robo Advisor” accounts where account investments and reallocations are done through an automated platform.

Non-Public Information		Any information that is not generally available to the general public in widely disseminated media reports, SEC filings, public reports, prospectuses, or similar publications or sources.

Private Placement		An offering, including an ICO, that is exempt from registration under Section 4(2) or 4(6) of the Securities Act of 1933, as amended, or Rule 504, Rule 505 or Rule 506 thereunder.

Purchase or Sale of a Security		In addition to any acquisition or disposition of a Reportable Security for value, a Purchase or Sale of a Reportable Security includes, among other things, the receipt or giving of a gift or writing of an option to purchase or sell a Reportable Security.

Reportable Fund		Reportable Fund means (i) any investment company registered under the 1940 Act, for which a Covered Company serves as an investment adviser as defined in Section 2(a)(20) of that Act, which includes a sub-adviser, or (ii) any investment company registered under the 1940 Act, as amended, whose investment adviser or sub-adviser or principal underwriter controls a Covered Company, is controlled by a Covered Company, or is under common control with a Covered Company; provided, however, that Reportable Fund shall not include an investment company that holds itself out as a money market fund. For purposes of this definition, “control” has the same meaning as it does in Section 2(a) (9) of the 1940 Act

Reporting Person		Reporting Person means (i) any employee, officer or director, and any other persons designated by the CCO or designee, as having access to current trading information for clients, of Allspring Global Investments, and (ii) any employee (including all temporary or contract employees), officer or director of any Non-Allspring Global Investments Entities who supports any Allspring Global Investments business functions and has access to Allspring Global Investments systems that contain Non- Public Information regarding Allspring Global Investments client holdings or transactions, and any other person designated by the CCO or designee as such given his or her access to current portfolio or trading information for clients.
		All references to “Reporting Persons” in the guidelines, prohibitions, restrictions and duties set forth in this Code should be interpreted to

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		also refer, as the context requires, to Immediate Family Members of Reporting Persons. The Code Manager is responsible for maintaining a list of all Reporting Persons and notifying such Reporting Persons of their status.

Reportable Personal Securities Account		Any account that holds Reportable Securities of which you have Beneficial Ownership, other than a Managed Account that holds Reportable Securities and has previously been approved by the Code Manager over which you have no direct influence or Control. A Reportable Personal Securities Account is not limited to Reportable Securities accounts maintained at brokerage firms, but also includes holdings of Reportable Securities owned directly by you or an Immediate Family Member or held through a retirement plan of Allspring or any other employer. All Reportable Personal Securities Accounts opened or reported after 1/1/2020 are required to be on the Allspring Global Investments Approved Broker List. The accounts reported after 1/1/2020 not on Allspring Global Investments Approved Broker List must be moved to one of the approved brokers timely. This requirement is not applicable to Managed Accounts. Exceptions may be granted by the Code of Ethics Manager.

Reportable Personal Securities Transaction		A Purchase or Sale of a Reportable Security, of which you acquire or relinquish Beneficial Ownership.

Reportable Security/Securities		Any security as defined under Section 2(a)(36) of the 1940 Act or Section 202(a)(18) of the Advisers Act, except that it does not include direct obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, commercial paper, High Quality Short-Term Debt Instruments, including repurchase agreements, shares issued by affiliated or unaffiliated money market mutual funds, or shares issued by open-end registered investment companies other than the Reportable Funds or shares issued by unit investment trusts that are invested exclusively in one or more open-end registered investment companies none of which are Reportable Funds. “Reportable Security” includes any security issued by closed-end funds and ETFs.

Allspring Global Investments

Accounts		Accounts of investment advisory and sub-advisory clients of Covered Companies, including but not limited to registered and unregistered investment companies.

Appendix B

Compliance Department Staff List

Please consult Allspring Connect for a current list of compliance staff designated to monitoring the Code of Ethics, as well as for additional Code of Ethics resources including links to PTA. For Reporting Persons with no access to the above systems, please contact the Code Team at [email protected].

Appendix C

Reportable Funds

A list of Allspring Global Investments Reportable Funds can be provided upon request

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Appendix D



Ticker	Name	Issuer

DIA	SPDR Dow Jones Industrial Average ETF Trust	State Street Global Advisors

IYY	iShares Dow Jones US ETF	BlackRock

QQQ	Invesco QQQ Trust	Invesco

PSQ	ProShares Short QQQ	ProShares

QQQE	Direxion NASDAQ 100 Index	Direxion

SPSM	SPDR Portfolio Small Cap ETF	State Street Global Advisors

VTWO	Vanguard Russell 2000 ETF	Vanguard

IWM	iShares Russell 2000 ETF	BlackRock

RWM	ProShares Short Russell 2000	Proshares

IWV	iShares Russell 3000	BlackRock

SPTM	SPDR Portfolio Total Stock Market ETF	State Street Global Advisors

VTHR	Vanguard Russell 3000 ETF	Vanguard

OEF	iShares S&P 100	BlackRock

SH	ProShares Short S&P 500	ProShares

SPXB	ProShares S&P 500 Bond ETF	ProShares

SPY	SPDR S&P 500 ETF Trust	Standard and Poor’s Financial Services

IVV	iShares Core S&P 500	BlackRock

VOO	Vanguard S&P 500	Vanguard

VXX	iPath Series B S$P 500 Vix Short-Term Futures ETN	Barclays Capital

SPDN	Direxion Daily S&P 500 Bear 1X Shares	Direxion

RSP	Invesco S&P 500 Equal Weight ETF	Invesco

PBP	Invesco S&P 500 BuyWrite ETF	Invesco

MIDU	Direxion Daily S&P MidCap 400	Direxion

MYY	Proshares Short S&P MidCap 400	Proshares

IEV	iShares Europe ETF	BlackRock

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ISF	iShares Core FTSE 100	BlackRock

H4ZB	HSBC FTSE 100 UCITS ETF	HSBC

VMID	FTSE 250 UCITS ETF	Vanguard

MIDD	iShares FTSE 250 UCITS ETF	BlackRock

S250 LN	Invseco FTSE 250 UCITS ETF	Invesco

EWU	iShares MSCI United Kingdom ETF	BlackRock

EWH	iShares Core Hang Seng Index ETF	BlackRock

DAXXF	iShares DAX ETF	BlackRock

XIU	iShares S&P TSX 60 Index	BlackRock

HXT	Horizons S&P/TSX 60 Index ETF	Horizons

VTI	Vanguard Total Stock Market ETF	Vanguard

1329	iShares Core Nikkei 225 ETF	BlackRock

TYBS	Direxion Daily 20 Year Treasury Bear 1X	Direxion

TYNS	Direxion Daily 7-10 Year Treasury Bear 1X	Direxion

SHY	iShares 1-3 Year Treasury Bond ETF	BlackRock

TLT	iShares 20+ Year Treasury Bond ETF	BlackRock

IEF	iShares 7-10 Year Treasury Bond ETF	BlackRock

STIP	iShares 0-5 Year TIPS Bond ETF	BlackRock

GVI	iShares Intermediate Government Credit Bond ETF	BlackRock

TLH	iShares 10-20 Year Treasury Bond ETF	BlackRock

FXA	Invesco CurrencyShares Australian Dollar Trust	Invesco

FXB	Invesco CurrencyShares British Pound Sterling Trust	Invesco

FXC	Invesco CurrencyShares Canadian Dollar Trust	Invesco

FXCH	Invesco CurrencyShare Chinese Renminbi Trust	Invesco

FXE	Invesco CurrencyShare Euro Trust	Invesco

FXY	Invesco CurrencyShare Japanese Yen Trust	Invesco

FXSG	Invesco CurrencyShare Singapore Trust	Invesco

FXS	Invesco CurrencyShare Swedish Krona Trust	Invesco

FXF	Invesco CurrencyShare Swiss Franc Trust	Invesco

DBV	Invesco DB G10 Currency Harvest Fund	Invesco

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UDN	Invesco DB US Dollar Index Bearish Fund	Invesco

UUP	Invesco DB US Dollar Index Bullish Fund	Invesco

DBA	Invesco DB Agriculture Fund	Invesco

DBB	Invesco DB Base Metals Fund	Invesco

DBC	Invesco DB Commodity Index Tracking Fund	Invesco

DBE	Invesco DB Energy Fund	Invesco

DGL	Invesco DB Gold Fund	Invesco

DBO	Invesco DB Oil Fund	Invesco

DBP	Invesco DB Precious Metals Fund	Invesco

DBS	Invesco DB Silver Fund	Invesco

SLV	iShares Silver Trust	BlackRock

PDBC	Invesco DB Optimum Yield Diversified Commodity Strategy No K-1 ETF	Invesco

SGOL	Aberdeen Standard Physical Swiss Gold Shares ETF	Aberdeen

PPLT	Aberdeen Standard Platinum Shares ETF	Aberdeen

GLTR	Aberdeen Standard Physical Precious Metals Basket Shares ETF	Aberdeen

SIVR	Aberdeen Standard Physical Silver Shares ETF	Aberdeen

PALL	Aberdeen Standard Physical Palladium Shares ETF	Aberdeen

BCI	Aberdeen Standard Bloomberg All Commodity Strategy K-1 Free Shares ETF	Aberdeen

BCD	Aberdeen Standard Bloomberg All Commodity Longer Dated Strategy K-1 Free Shares ETF	Aberdeen

DJP	Barclays Bank IPATH Bloomberg Commodity ETN	Barclay Capital

OIL	iPath Series B S&P GSCI Crude Oil Total Return Index ETN	Barclay Capital

JO	iPath Series B Bloomberg Coffee Subindex Total Return ETN	Barclay Capital

BCM	iPath Pure Beta Broad Commodity ETN	Barclay Capital

GSP	iPath S&P GSCI Total Return Index ETN	Barclay Capital

SGG	iPath Series B Bloomberg Sugar Subindex Total Return ETN	Barclay Capital

NIB	iPath Dow Jones—UBS Cocoa ETN	Barclay Capital

JJG	iPath Series B Bloomberg Grains Subindex Total Return ETN	Barclay Capital

JJC	iPath Series B Bloomberg Copper Subindex Total Return ETN	Barclay Capital

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COW	iPath Series B Bloomberg Livestock Subindex Total Return ETN	Barclay Capital

BAL	iPath Series B Bloomberg Cotton Subindex Total Return ETN	Barclay Capital

DGZ	DB Gold Short ETN	DWS

OILK	ProShares K-1 Free Crude Oil Strategy ETF	ProShares

IAU	iShares Gold Trust	iShares

GLD	SPDR Gold Trust	State Street Global Advisors

CMDY	iShares Bloomberg Roll Select Commodity Strategy ETF	iShares

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LOGO

Brandywine Global Investment Management, LLC

CODE OF ETHICS

October 2020

TABLE OF CONTENTS


I.	Introduction		1

	A.	Individuals Covered by the Code	1
	B.	Other Codes of Ethics	1
	C.	Standards of Business Conduct	1

II.	Effecting Personal Securities Transactions		2

	A.	Prohibited Securities Transactions	2
	B.	Holdings Periods	3
	C.	Pre-Clearance Requirements	3
	D.	Exceptions to Pre-Clearance Requirements	4
	E.	Special Rules Governing Transaction in Reportable Funds	6

III.	Acknowledgement, Disclosure of Accounts and
	Reporting of Holdings and Transactions		6

	A.	Acknowledgment of Receipt and Certification	6
	B.	Disclosure of Accounts	7
	C.	New Disclosable Accounts	7
	D.	Holdings and Transaction Reports	7
	E.	Exceptions to the Reporting Requirements	8

IV.	Code Administration and Enforcement		8

	A.	Duty to Report Code Violations	8
	B.	Exceptions to the Code	8
	C.	Sanctions	9
	D.	Availability of Reports	9

V.	Definitions		9

APPENDICIES


Appendix A	Personal Securities Transaction Request Form	A-1

Appendix B	IPO Pre-Approval Form	B-1

Appendix C	Private Placement Pre-Approval Form	C-1

Appendix D	BGIM Private Fund Pre-Approval Form	D-1

Appendix E	Acknowledgement of Receipt of Code of Ethics and Certification	E-1

Appendix F	Account Change Form	F-1

Appendix G	Managed Account Certification	G-1

I.	Introduction

Individuals Covered by the Code. This Code of Ethics (“Code”)¹ applies to all Brandywine Global Investment Management, LLC (“BGIM”) employees, officers and directors; the employees, officers and directors of BGIM’s foreign companies; as well as anyone else specifically designated and notified by the BGIM Chief Compliance Officer (“CCO”). All persons covered by the Code are referred to herein as “Access Persons”. Temporary staff, consultants, and interns will be reviewed on a case-by-case basis by the CCO or designee to determine whether or not they will be deemed Access Persons.

Other Codes of Ethics. Members of the BGIM board of managers or other individuals who are Access Persons under the Code, but are employed principally by a Franklin Resources, Inc. (“FRI”) affiliated entity are subject to, and monitored through the processes of, the code of ethics applicable to employees of that entity.

Standards of Business Conduct. This Code is based on the principle that BGIM owes a fiduciary duty to its clients, and that all Access Persons must therefore avoid activities, interests and relationships that may (i) present a conflict of interest, or the appearance of a conflict of interest, with BGIM’s clients, or (ii) otherwise interfere with BGIM’s ability to make decisions in the best interests of any of its clients. In particular, Access Persons must at all times comply with the following standards of business conduct:

Compliance with Applicable Law. Access Persons must understand and comply with their obligations under “Federal Securities Laws”. Each Access Person is responsible to know, understand and follow the laws and regulations that apply to his or her responsibilities on behalf of BGIM.

Clients Come First. Access Persons must scrupulously avoid serving their personal interests ahead of the interests of clients. For example, an Access Person may not induce or cause a client to take action, or not take action, for the Access Person’s personal benefit at the expense of a client’s best interest.

Avoiding Taking Advantage. Access Persons may not use their knowledge of BGIM’s investment activities or client portfolio holdings to profit from the market effect of such activities or to engage in short-term or other abusive trading in a “Reportable Fund”. (The list of Reportable Funds is available on the Compliance & Legal intranet site).

Avoid Other Inappropriate Relationships or Activities. Access Persons should avoid relationships or activities that could call into question the Access Person’s ability to exercise independent judgment in the best interests of BGIM’s clients.

Investment Opportunities. Access Persons must offer any appropriate investment opportunities to the Firm’s clients before they may take personal advantage of such opportunities.

¹ Unless defined when used, all capitalized terms used in this Code of Ethics are defined in Section V below.

Avoid Undue Influence. Access Persons should not cause or attempt to cause client accounts to purchase, sell, or hold an investment in a manner calculated to create personal benefit to the Access Person.

Observe the Spirit of the Code. Doubtful situations should be resolved in favor of BGIM’s clients. Technical compliance with the Code will not automatically insulate from scrutiny any personal securities transaction or other course of conduct that might indicate an abuse of these governing principles.

II.

Effecting Personal Securities Transactions

A.	Prohibited Securities Transactions. Access Persons are subject to the following restrictions on their personal trading activity.

Inside Information. Access Persons are prohibited from engaging in any transaction in a “Security” (or an “Equivalent Security”) at a time when the Access Person is in possession of material non-public information (also referred to as “Inside Information”) regarding the Security or the issuer of the Security. (A copy of the “Inside Information” policy addressing the procedures to follow when a BGIM employee may be in possession of such information can be found in the BGIM Compliance Policies and Procedures Manual (the “Manual”) available on the Compliance intranet site).

Knowledge. Access Persons are prohibited from engaging in any transaction in a Security (or an Equivalent Security) requiring pre-clearance at a time when the Access Person has knowledge that BGIM has a pending order for, or is considering the purchase or sale of, the Security.

Pre-Clearance Required. Access Persons are prohibited from engaging in any “Securities Transaction” without obtaining the appropriate pre-clearance as set forth in this Code (unless the transaction is subject to an exemption from pre-clearance as set forth in this Code).

Seven-Day Blackout. Access Persons are prohibited from engaging in any transaction in a Security (or an Equivalent Security) that requires pre-clearance within the seven calendar days prior to or following a purchase or sale of the same Security (or an Equivalent Security) in a client account.

Use of Preferred Brokers. Any new account in which a Securities Transaction can be effectuated must be opened at a “Preferred Broker”. Any Access Person who maintains an account at a financial institution other than one of BGIM’s Preferred Brokers is prohibited from engaging in more than 12 Securities Transactions per quarter. (A list of BGIM’s Preferred Brokers is available on the Compliance intranet site).

Commodities and Futures Transactions. Access Persons effectuating commodities and futures transactions must do so through Interactive Brokers as this Preferred Broker has the ability to provide an automated feed for commodities and futures transactions.

Franklin Resources, Inc. Stock. Access Persons are prohibited from engaging in short sale transactions in Franklin Resources, Inc. (NYSE: BEN) securities and securities issued by any closed-end fund sponsored or advised by FRI subsidiaries. Equivalent Securities transactions, whether in the form of call or put options, swap transactions or other derivative transactions, that would result in an Access Person having a net short exposure to BEN securities (or any closed-end fund sponsored or advised by FRI subsidiaries) are also prohibited.

B.	Holdings Periods. Access Persons are subject to the following limitations:

Any Reportable Fund sub-advised by Brandywine Global, including open-end and closed-end funds or ETFs, must be held for at least 60 calendar days.

There is no holdings period for transactions in any ETF, option on an ETF, ETN, option on an ETN, money market fund, or transactions involving futures on (i) commodities, (ii) indices, (iii) currencies, (iv) bonds, and (iv) interest rates described in Section II.D.3.

Any Security not specifically referenced above must be held for at least 30 calendar days unless selling at a loss.

C.	Pre-Clearance Requirements

Protegent PTA Pre-Clearance. All Access Persons must submit Securities Transaction pre-clearance requests through “Protegent PTA”. In the event that an Access Person is unable to access Protegent PTA, or Protegent PTA is otherwise unable to accommodate the pre-clearance request, requests for such pre-clearance shall be submitted to the CCO or designee on the “Personal Securities Transaction Request Form” (See Appendix A).

Transactions Requiring Special Pre-Clearance. Access Persons are prohibited from engaging in the following types of transactions without prior written approval.

Initial Public Offering (“IPO”). Access Persons are prohibited from acquiring a “Beneficial Interest” in a Security through an IPO without the prior written approval of the Investment Committee and the Compliance Committee. Requests for such approval shall be submitted to the CCO on the “IPO Pre-Approval Form” (See Appendix B).

Private Placement. Access Persons are prohibited from acquiring a Beneficial Interest in a Security through a “Private Placement” without the prior written approval of the Investment Committee and the Compliance Committee. Requests for such approval shall be submitted to the CCO on the “Private Placement Pre-Approval Form” (See Appendix C).

BGIM Commingled Vehicles and Hedge Funds. Access Persons are prohibited from acquiring a Beneficial Interest in a commingled vehicle, hedge fund or other privately offered fund managed by BGIM without the prior written approval of the Compliance Department. Requests for such approval shall be submitted to the CCO on the “BGIM Private Fund Pre-Approval Form” (See Appendix D).

Length of Pre-Clearance Approval.

Authorization for a Securities Transaction is effective until the earliest of: (i) its revocation by the CCO or designee, (ii) the moment the Access Person learns that the information provided pursuant to the pre-clearance request is not accurate, or (iii) the end of the day on which the authorization is granted (for example, if authorization is provided on a Monday, it is effective until midnight on that same Monday).

If the order for a Securities Transaction is not placed within that period, a new pre-clearance request must be approved before the Securities Transaction can be placed.

If the Securities Transaction is placed but has not been executed before the authorization expires (as, for example, in the case of a limit order or “good ‘til cancelled” order), it is the responsibility of the Access Person to obtain a new pre-clearance approval.

De Minimis Transactions. Pre-clearance will generally be granted for a Securities Transaction (or series of Securities Transactions) that involves 1,000 shares or less of an equity security executed over a 30-day period if the issuer of the Security has a market capitalization of $5 billion or more. Under no circumstances may an Access Person enter into a Securities Transaction, even if de minimis as defined herein, if: (i) the Access Person is in possession of material non-public information regarding the Security or the issuer of the Security; (ii) the Access Person knows that BGIM is or may be considering a purchase or sale of such Security (or an Equivalent Security) on behalf of a client; (iii) the Access Person knows that BGIM is in the process of acquiring or selling that Security (or an Equivalent Security) on behalf of a client; or (iv) the transaction would violate the prohibition on short-term trading set forth above in Section II.B.

No Explanation Required for Refusals. An Access Person is not required to receive an explanation for a refusal to authorize any Securities Transaction.

D.	Exceptions to Pre-Clearance Requirements. Notwithstanding the foregoing, the following types of Securities Transactions are exempt from pre-clearance:

Open-End Mutual Funds, ETFs and ETNs. Any purchase or sale of a Security issued by any registered open-end investment company (including a college savings plan established under Section 529(a) of the Internal Revenue Code known as a “Section 529 Plan”), shares issued by unit investment trusts that are invested exclusively in one or more

unaffiliated U.S. open-end funds, any exchange-traded fund that invests in a broad-based index or sector, or any exchange-traded note linked to a market index or other benchmark. (While exempt from pre-clearance, however, transactions in Reportable Funds are subject to trading restrictions and must be reported, as set forth below).

Closed-End Mutual Funds. Any Securities Transaction involving closed end mutual funds unless it is advised or sub-advised by BGIM.

Certain Commodities and Futures Transactions: Any Securities Transaction involving futures on (i) commodities, (ii) indices; (iii) the following currencies: Australian dollar, British pound sterling, Canadian dollar, Danish krone, Euro, Japanese yen, New Zealand dollar, Norwegian krone, Swedish krona, Swiss franc, United States dollar; or (iv) interest rates and bonds issued by the following countries: Belgium, Canada, France, Germany, Italy, Japan, Netherlands, Sweden, Switzerland, United Kingdom and the United States. Any Securities Transaction that results from a futures position being automatically “rolled” is also exempt from pre-clearance.

“Managed Account” Transactions. Securities Transactions in which the Access Person has no direct or indirect influence or control over the account(s); no ability to exercise any investment discretion over the account(s); no ability to direct or suggest purchases or sales of investments in the account(s); no knowledge of, and is neither consulted nor advised of, purchases or sales of investments in the account(s) prior to execution; and has no right to intervene in the trustee or asset manager’s decisions.

Certain Corporate Actions. Securities Transactions pursuant to the following types of corporate actions:

a. Any acquisition of a Security through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of the Security.

b. Any acquisition of a Security through the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent the rights were acquired in the issue.

c. Any disposition of a Security through a tender offer, mandatory call or other corporate action equally available to all holders of such Security (or class of Security).

Automatic Investment Plans. Any Securities Transaction pursuant to an “Automatic Investment Plan”, except where such Plan has been overridden. For example, automatic purchases in an employee stock purchase plan do not require pre-clearance; however, sales of shares from an employee stock purchase plan do require pre-clearance as the instruction is an override of the plan by the Access Person.

Involuntary Options-Related Activity. Any acquisition or disposition of an underlying Security in connection with an option-related transaction that has previously received pre-clearance. For example, if an Access Person receives approval to write a covered call, and the call is later exercised, the pre-clearance requirements and trading restrictions of this Code are not applicable to the sale of the underlying Security.

Options on Broad-Based Indices, ETFs or ETNs. Any Securities Transaction involving options on broad-based indices, ETFs, or ETNs.

Other Exempt Transactions. Any Securities Transaction involving direct obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.

E.	Special Rules Governing Transactions in Reportable Funds

Market Timing in Reportable Funds. Access Persons are prohibited from using knowledge of the portfolio holdings of a Reportable Fund to engage in any short-term or other abusive trading strategy involving such Reportable Fund that may conflict with the best interests of the fund or its shareholders.

Exemptions. The following Securities Transactions involving Reportable Funds are exempt from the sixty-day holding period as set forth in Section II.B:

Money Market Funds. Securities Transactions in any Reportable Funds that are money market funds.

Managed Account Transactions. Securities Transactions in which the Access Person has no direct or indirect influence or control over the account(s); no ability to exercise any investment discretion over the account(s); no ability to direct or suggest purchases or sales of investments in the account(s); no knowledge of, and is neither consulted nor advised of, purchases or sales of investments in the account(s) prior to execution; and has no right to intervene in the trustee or asset manager’s decisions.

Automatic Investment Plans. Securities Transactions in Reportable Funds pursuant to an Automatic Investment Plan, except where such Plan has been overridden.

III.

Acknowledgement, Disclosure of Accounts and Reporting of Holdings and Transactions

Acknowledgment of Receipt and Certification. Within 10 calendar days of becoming an Access Person under this Code, each Access Person shall acknowledge that he or she has received and reviewed a copy of the Code. In addition, each Access Person shall acknowledge on such certification that he or she has received a copy and will abide by the terms of the current Manual. Such acknowledgment, certification and other reportable information, shall initially be provided on the “Acknowledgment of Receipt of Code of Ethics and Certification” (See Appendix E). Thereafter, no less frequently than annually, each Access Person shall give the same acknowledgement and certify that he or she has complied with all applicable provisions of the Code and will abide by the terms of the Manual. Such acknowledgement, certification and other reportable information shall be submitted through Protegent PTA.

Disclosure of Accounts. Within 10 calendar days of becoming an Access Person under this Code, each Access Person must disclose the existence of each account in which Securities Transactions can be effectuated and in which the Access Person has a Beneficial Interest (each a “Disclosable Account”). By way of example, Disclosable Accounts include, but are not limited to:

brokerage accounts held at a Preferred Broker;

brokerage accounts held at a non-Preferred Broker;

employee stock purchase plan accounts for the purchase of FRI (or other) securities (e.g., former employers or spouse’s employer);

individual retirement accounts (“IRA”);

401(k) or 403(b) accounts (e.g., current 401(k), former employer 401(k), spouse’s 401(k));

Automatic Investment Plan accounts;

Section 529 Plan accounts;

Managed Accounts;

accounts that hold only non-Reportable Funds and in which no other type of Security may be held (“Mutual Fund-Only Account”);

10.

accounts for the exercise of FRI (or other) stock options;

11.

any of the foregoing accounts held by an “Immediate Family” member living in the same household as the Access Person.

C.	New Disclosable Accounts. An Access Person wishing to open a new Disclosable Account must provide to the Compliance Department the information requested on the “Account Change Form” (See Appendix F).

D.	Holdings and Transaction Reports

Initial and Annual Holdings Reports. Within 10 calendar days of becoming an Access Person, and annually thereafter, each Access Person must supply the Compliance Department with a list of all “Reportable Securities” in which the Access Person has a Beneficial Interest. (“Holdings Report”). The information in the Holdings Report must be current as of a date not more than 45 days prior to the individual’s becoming an Access Person or, for annual reports, not more than 45 days prior to the date the annual Holdings Report is submitted.

Quarterly Transaction Reports. Access Persons must report all Securities Transactions to the Compliance Department on a quarterly basis. In order to satisfy this obligation, an Access Person may either: (i) maintain his or her accounts at a Preferred Broker; (ii) arrange for the delivery of duplicate copies of confirmations or periodic account statements directly to the Compliance Department; or (iii) for Securities Transactions that do not otherwise appear on an account statement, report the Securities Transaction to the Compliance Department within 30 days after the end of the calendar quarter in which the transaction took place.

Exceptions to the Reporting Requirements. Notwithstanding the obligation to report all Securities Transactions to the Compliance Department on a quarterly basis, Access Persons are not required to provide duplicate copies of confirmations or periodic account statements, and need not report individual Securities Transactions, for the following types of accounts. However, the existence of such accounts must be disclosed in accordance with Section III.A., above, and copies of statements must be made available for review at the specific request of the CCO.

accounts held at a Preferred Broker;

FRI employee stock purchase plan accounts;-

FRI stock option accounts;

FRI 401(k) accounts;

other 401(k), 403(b) and Section 529 accounts if these accounts can only hold Mutual Funds that are not Reportable Funds;

Automatic Investment Plan accounts;

Managed Accounts; and

Mutual Fund-Only Accounts.

IV.

Code Administration and Enforcement

Duty to Report Code Violations. It is the responsibility of all Access Persons to report promptly any suspected or actual violation of this Code to the CCO, the Compliance Committee or any member of the Compliance Committee or Compliance Department. Such reports may be oral or in writing, need not be signed and may be anonymous. BGIM will not retaliate or allow its Access Persons to retaliate against any Access Person who, in good faith, reports a suspected violation of the Code.

Exceptions to the Code. Unless otherwise noted herein, exceptions to the limitations set forth in this Code may only be granted by the CCO (or designee) in such circumstances as the CCO (or designee) concludes are appropriate and pursuant to such conditions as the CCO (or designee) determines are necessary. Such exceptions will only be granted if the CCO (or designee) concludes that the contemplated action does not pose a material conflict of interest of

the nature sought to be mitigated or eliminated by this Code. Without limiting the generality of the foregoing, the CCO (or designee) will review each trade restricted by the seven-day blackout period set forth in Section II.A.4 above and make a determination as to whether to grant a waiver from the seven-day restriction for such trade based on the standards set forth in this Section IV.B.

Sanctions. The Compliance Committee may impose sanctions or take other action against an Access Person who violates this Code. Possible sanctions or actions may include, but are not limited to, written warning, letter of reprimand, suspension of personal trading privileges, reversal of or forfeiture of profits from an improper Securities Transaction, fine, suspension of employment (with or without pay), civil referral to the Securities and Exchange Commission, criminal referral or termination of employment. In the event that the Compliance Committee requires forfeiture of profits from an improper Securities Transaction, the Compliance Committee shall compute the amount of any profit to be forfeited and may require donation of the forfeited amount to a charitable organization of the Compliance Committee’s choosing. Such donations shall not result in any net tax benefit to the Access Person.

Availability of Reports. All information supplied pursuant to this Code may be made available for inspection to: (a) the Compliance Department, (b) the Compliance Committee, (c) the Access Person’s department manager, (d) the BGIM Board of Managers, (e) parent company employees, examiners, or auditors, (f) the chief compliance officer or board of directors of any Reportable Fund, (g) any attorney or agent of the foregoing or of a Reportable Fund, (h) any party to which any investigation is referred by any of the foregoing, (i) the Securities and Exchange Commission, (j) any self-regulatory organization governing the activity involved, (k) any state regulatory authority, or (l) any federal or state criminal authority.

V.	Definitions

When used in the Code, the following terms have the meanings set forth below:

“Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

“Beneficial Interest” means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to profit, or share in any profit derived from, a transaction in the subject Security.

An Access Person is deemed to have a Beneficial Interest in the following:

any Security owned individually by the Access Person;

any Security owned jointly by the Access Person with others (for example, joint accounts, spousal accounts, partnerships, trusts and controlling interests in corporations); and

any Security in which a member of the Access Person’s Immediate Family has a Beneficial Interest if:

the Security is held in an account over which the Access Person has decision making authority or otherwise influences and controls (for example, the Access Person acts as trustee, executor, or guardian); or

the Security is held in an account for which the Access Person acts as a broker or investment adviser representative.

An Access Person is presumed to have a Beneficial Interest in any Security in which a member of the Access Person’s Immediate Family has a Beneficial Interest if the Immediate Family member resides in the same household as the Access Person.

“Equivalent Security” means any Security issued by the same entity as the issuer of a subject Security, including options, rights, stock appreciation rights, warrants, preferred stock, restricted stock, phantom stock, bonds, and other obligations of that company or Security otherwise convertible into that Security. Options on Securities are included even if, technically, they are issued by the Options Clearing Corporation or a similar entity.

“Federal Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Advisers Act of 1940, title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to BGIM and any Reportable Funds, and any rule adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.

“Immediate Family” of an Access Person means any of the following persons:


child	grandparent	son-in-law
stepchild	spouse	daughter-in-law
grandchild	sibling	brother-in-law
parent	mother-in-law	sister-in-law
stepparent	father-in-law

Immediate Family includes other relationships (whether or not recognized by law) that the BGIM Compliance Department determines could lead to the potential conflicts of interest, diversions of corporate opportunity or appearances of impropriety, which this Code is intended to prevent.

“Initial Public Offering” means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act.

“Managed Account” means an account where an Access Person has no:

Direct or indirect influence or control over the account(s);

Ability to exercise any investment discretion over the account(s);

Ability to direct purchases or sales of investments in the account(s);

Ability to suggest purchases or sales of investments in the account(s);

Knowledge of, and is neither consulted nor advised of, purchases or sales of investments in the account(s) prior to execution; and

Right to intervene in the trustee or asset manager’s decisions.

“Preferred Broker” means a broker/dealer that provides an automated, electronic feed of Access Person Securities Transaction information directly into Protegent PTA.

“Private Placement” means an offering that is exempt from registration pursuant to Section 4(2) or Section 4(6) of the Securities Act of 1933, as amended, or pursuant to Rules 504, 505 or 506 of Regulation D thereunder. For the avoidance of doubt, the term “Private Placement” includes investment in any hedge fund, private equity fund, venture capital fund, limited partnership, limited liability company or other privately offered investment vehicle.

“Protegent PTA” means the Protegent Personal Trading Assistant, a web browser-based automated personal trading compliance platform used by the Compliance Department to administer this Code.

“Reportable Fund” means any fund registered under the Investment Company Act that (a) is advised or sub-advised by BGIM, or (b) is advised, sub-advised, or principally underwritten by FRI or any entity controlled or under common control with FRI.

“Reportable Security” means any Security (as defined herein) other than the following:

Direct obligations of the Government of the United States;

Bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements;

Shares issued by money market funds;

Shares issued by open-end funds other than Reportable Funds; and

Shares issued by unit investment trusts that are invested exclusively in unaffiliated open-end funds.

“Securities Transaction” means the purchase, sale, redemption or other transaction in a Security in which an Access Person has or acquires a Beneficial Interest.

“Security” means any security as defined by the Investment Advisers Act of 1940, Investment Company Act of 1940 or any other financial or investment instrument, including

stocks, treasury stock, notes, bonds, debentures, closed-end funds, open-end funds, offshore funds, exchange traded funds, hedge funds, limited partnership interests, unit investment trust shares, options (including any put, call or straddle), futures, swaps, warrants, investments in commodities or commodities-related instruments, or any derivative instruments.

Appendix A

Personal Securities Transaction Request Form

Name:__________________________________________________________________________________________

Date:________________________________________ Department:________________________________________


1. ☐ Manual Preclearance (unable to pre-clear in PTA) ☐ Exception Request

2. Type of Security

	☐ Stock	☐ Bond

	☐ Option	☐ Other: _______________________________________________

3. Name of Security: ______________________________________________________________________

4. Symbol or CUSIP: ______________________________________________________________________

5.	☐ Buy

	☐ Sell	☐ Long ☐ Short

6. Number of Shares: ______________________________________________________________________

7. Brokerage Firm: ________________________________________________________________________

8. Account Number: _______________________________________________________________________

9. Are you a registered representative of Legg Mason Investor Services? ☐ Yes ☐ No

10. In making this pre-clearance request, I hereby certify that:

●

I am not in possession of material non-public information about this Security or the issuer of this Security;

●

I have no knowledge that BGIM has a pending order for, or is considering, the purchase or sale of this Security;

●

I have held this Security for the required holding period;

●

I have no reason to believe that this transaction presents a conflict of interest with any BGIM client; and

●

This Securities Transaction request complies with all other applicable provisions of the Code.

Note: This “Personal Securities Transaction Request Form” must be signed by the CCO (or designee) prior to order entry. If granted, this approval is effective only until the close of business on the trading day on which it is granted.


Access Person’s Signature: Date:

***********************************

☐ Approved ☐ Denied


Compliance Signature: Date:

Print Name: _____________________________________________________________________________


October 2020			A-1

Appendix B

IPO Pre-Approval Form

Name:_______________________________________________________________________________________

Date:________________________________________ Department:_____________________________________


1.		Name of Security: _________________________________________________________________________

2.		Symbol or CUSIP: _________________________________________________________________________

3.		Number of Shares/$ Value: __________________________________________________________________

4.		Brokerage Firm: ___________________________________________________________________________

5.		Account Number: __________________________________________________________________________

6.		Are you a registered representative of Legg Mason Investor Services? ☐ Yes ☐ No

7.		Attach a copy of the prospectus, offering memorandum or similar document.

In making this request, I hereby certify that:

●

To the best of my knowledge, my participation in the IPO will not misappropriate an investment opportunity that should have been first offered to a client of BGIM;

●

I am not receiving a personal benefit, in the form of this opportunity to invest in this IPO, for directing client business or brokerage, or by virtue of my position with BGIM;

●

I have no reason to believe that this transaction presents a conflict of interest with any BGIM client; and

●

I understand that I must receive pre-approval in writing from the Compliance Committee and Investment Committee prior to order entry.

Access Person’s Signature

Date

***********************************

(Continued on page B-2)


October 2020			B-1

Appendix B


To be completed by the Compliance Committee:



1.	Does this investment present a conflict, or potential conflict, of interest with any BGIM client?

	☐ Yes	☐ No

2.	Is there any other reason why this investment should be denied?

	☐ Yes	☐ No

	☐ Approved	☐ Denied


Compliance Committee Signature:		Date:

Printed Name:

**********************************


To be completed by the Investment Committee:




1.	Should the investment opportunity be first offered to eligible clients?

	☐ Yes	☐ No

2.	Is the opportunity being offered to the Access Person for directing client business or brokerage, or as a result of the Access Person’s position at BGIM?

	☐ Yes	☐ No

3.	Does a conflict, or potential conflict, of interest exist with any BGIM client?

	☐ Yes	☐ No

4.	Is there any other reason why this investment should be denied?

	☐ Yes	☐ No

	☐ Approved	☐ Denied


Investment Committee Signature:		Date:

Printed Name:


October 2020			B-2

Appendix C

Private Placement Pre-Approval Form

(Includes hedge funds, private equity funds, venture capital funds, limited partnerships, limited liability companies or other privately offered investment vehicles)

Name:__________________________________________________________________________________________

Department:______________________________________________ Date:__________________________________


1. Name of corporation, partnership or other entity: ______________________________________________________

2. Type of security or fund:	☐ Hedge Fund ☐ Limited Partnership		☐ Private Equity Partnership

	☐ Venture Capital Fund		☐ Other:

3. Is this:	☐ Initial Investment

	☐ Subsequent Investment

4. Nature of your planned participation:		☐ Stockholder	☐ General Partner

		☐ Limited Partner	☐ Other:

5. Planned date of transaction: __________________________________________________________________________

6. Size of offering (if a fund, size of fund): ________________________________________________________________

7. Size of your participation: ___________________________________________________________________________

8. What firm or person is making this offering available to you? _______________________________________________

9. What is your relationship with this firm or person? ________________________________________________________

10. If the organization is a fund – describe the investment objectives of the fund (e.g. value, growth):

11. Will you participate in any investment decisions? ☐ Yes ☐ No

If yes, please describe: _______________________________________________________________________________

12. Do you plan to solicit or market this investment to others? ☐ Yes ☐ No

13. Describe how you became aware of this investment opportunity:


			(Continued on C-2)
October 2020			C-1

Appendix C

14. If this is a Limited Partnership, LLC, or other such business opportunity, please briefly describe the nature of the business: _____________________________________________________________________________________________

15. Are you a registered representative of Legg Mason Investor Services? ☐ Yes ☐ No

(If yes, a copy of the form will be sent to LMIS Compliance)

16. A copy of the prospectus, offering memorandum, corporate charter, partnership agreement, or similar document must be attached.

17. Additional Comments (if needed):

In making this request, I hereby certify that:

●

To the best of my knowledge, my participation in the Private Placement will not misappropriate an investment opportunity that should have been first offered to a client of BGIM;

●

I am not receiving a personal benefit, in the form of this opportunity to invest in this Private Placement, for directing client business or brokerage, or by virtue of my position with BGIM;

●

I have no reason to believe that this transaction presents a conflict of interest with any BGIM client; and

●

I understand that I must receive pre-approval in writing from the Compliance Committee and Investment Committee prior to investing.


Access Person’s Signature


Date

**********************************


			(Continued on C-3)
October 2020			C-2


		Appendix C
To be completed by the Compliance Committee:



1. Does this investment present a conflict, or potential conflict, of interest with any BGIM client?

☐ Yes		☐ No

2. Is there any other reason why this investment should be denied?

☐ Yes		☐ No


		☐ Approved		☐ Denied


Compliance Committee Signature:				Date:


Printed Name:

**********************************


To be completed by the Investment Committee:



1. Should the investment opportunity be first offered to eligible clients?

☐ Yes		☐ No

2. Is the opportunity being offered to the Access Person for directing client business or brokerage, or as a
result of the Access Person’s position at BGIM?

☐ Yes		☐ No

3. Does a conflict, or potential conflict, of interest exist with any BGIM client?

☐ Yes		☐ No

4. Is there any other reason why this investment should be denied?

☐ Yes		☐ No


		☐ Approved		☐ Denied


Investment Committee Signature:				Date:


Printed Name:


October 2020			C-3

Appendix D

BGIM Private Fund Pre-Approval Form

(Includes Commingled Funds and Hedge Funds)

Name:

Department: Date:

Name of Fund:

Type of security or fund:

☐ Commingled Vehicle

☐ Hedge Fund

☐ Other:

Is this:

☐ Initial Contribution

☐ Subsequent Contribution

Size of your contribution ($):

Do you analyze, recommend or make investment decisions for this fund?

☐ Yes ☐ No

If yes, please describe:

Additional Comments (if needed):

In making this request, I hereby certify that:

•

To the best of my knowledge, my participation in the fund will not misappropriate an investment opportunity that should have been first offered to a client of BGIM;

•

I have no reason to believe that this transaction presents a conflict of interest with any BGIM client; and

•

I understand that I must receive pre-approval in writing from the Compliance Department prior to investing.

Access Person’s Signature

Date


		(Continued on D-2)
October 2020		D-1


		Appendix D

To be completed by the Compliance Department:



1. Does this investment present a conflict, or potential conflict, of interest with any BGIM client?

☐ Yes		☐ No

2. Is there any other reason why this investment should be denied?

☐ Yes		☐ No


		☐ Approved		☐ Denied


Compliance Department Signature:				Date:


Printed Name:


October 2020			D-2

Appendix E





Last Name	First Name	Middle Initial

Acknowledgement of Receipt of Code of Ethics and Certification

1.	Acknowledgement

I acknowledge that I have received a copy of the most recent BGIM Code of Ethics (the “Code”) and I represent that:

I have read the Code and I understand that it applies to me and to all Securities Transactions¹ in which I have or acquire any Beneficial Interest. I have read the definition of “Beneficial Interest” and I understand that I may be deemed to have a Beneficial Interest in Securities owned by members of my Immediate Family and that Securities Transactions effected by members of my Immediate Family may therefore be subject to this Code.

I agree that in case of a violation, I may be subject to various possible sanctions (pursuant to section VII.C of the Code) as determined by the Compliance Committee. Possible sanctions or actions may include, but are not limited to, written warning, letter of reprimand, suspension of personal trading privileges, reversal of or forfeiture of profits from an improper Securities Transaction, fine, suspension of employment (with or without pay), civil referral to the Securities and Exchange Commission, criminal referral or termination of employment.

I will comply with the Code.

I also acknowledge that I have received a copy and will abide by the terms of the current BGIM Compliance Policies and Procedures Manual and Franklin Resources, Inc. Code of Ethics and Business Conduct (Note: copies of these documents are always available on the Compliance & Legal Intranet site).

¹	All capitalized terms have the same definition as set forth in the Code of Ethics.


October 2020			E-1

Appendix E

2.	Disclosable Accounts and Securities Holdings

Table 1 -- Preferred Broker Accounts

Instructions:

•

A Preferred Broker account is an account held at a broker/dealer that provides an automated, electronic feed of Access Person Securities Transaction information directly into Protegent PTA. (A list of the BGIM Preferred Brokers is available on the Compliance & Legal intranet site).

•

Provide the information requested below for each account held at a Preferred Broker in which you have Beneficial Interest.

•

You must attach a copy of the most recent account statement(s).

•

Do not leave blank. Indicate “N/A” or “None” if appropriate.

•

Attach a separate sheet if necessary.



NAME OF BROKER DEALER, BANK, OR OTHER FINANCIAL INTERMEDIARY	ACCOUNT TITLE acct holder’s name and (acct type)	RELATIONSHIP if acct holder is not the Access Person	ACCOUNT NUMBER
Ex: Smith Barney	Jane Smith (IRA)	Spouse	xxx-xxxxx


October 2020			E-2

Appendix E

Table 2 -- Non-Preferred Broker Accounts

Instructions:

•

A non-Preferred Broker account is an account held at a broker/dealer that does not provide an automated, electronic feed of Access Person Securities Transaction information directly into Protegent PTA.

•

Provide the information requested below for each account held at a non-Preferred Broker in which you have Beneficial Interest.

•

You must attach a copy of the most recent account statement(s).

•

Do not leave blank. Indicate “N/A” or “None” if appropriate.

•

Attach a separate sheet if necessary.



NAME OF BROKER DEALER, BANK, OR OTHER FINANCIAL INTERMEDIARY	ACCOUNT TITLE acct holder’s name and (acct type)	RELATIONSHIP if acct holder is not the Access Person	ACCOUNT NUMBER
Ex: Goldman Sachs	Jane Smith (IRA)	Spouse	xxx-xxxxx


October 2020			E-3

Appendix E

Table 3 – Mutual Fund-Only Accounts

Instructions:

•

A Mutual Fund-Only account is an account that holds only non-Reportable Funds, and in which no other type of Security may be held. (A list of Reportable Funds is available on the Compliance & Legal intranet site).

•

Provide the information requested below for each Mutual Fund-Only account in which you have a Beneficial Interest.

•

You must attach a copy of the most recent account statement(s).

•

Do not leave blank. Indicate “N/A” or “None” if appropriate.

•

Attach a separate sheet if necessary.



NAME OF BROKER DEALER, BANK, OR OTHER FINANCIAL INTERMEDIARY	ACCOUNT TITLE acct holder’s name and (acct type)	RELATIONSHIP if acct holder is not the Access Person	ACCOUNT NUMBER
Ex: Vanguard	Jane Smith (IRA)	Spouse	xxx-xxxxx


October 2020		E-4

Appendix E

Table 4 – Managed Accounts

Instructions:

•

Provide the information requested below for each Managed Account in which you have a Beneficial Interest.

•

A Managed Account is an account where you have no direct or indirect influence or control over the account(s); no ability to exercise any investment discretion over the account(s); no ability to direct or suggest purchases or sales of investments in the account(s); no knowledge of, and are neither consulted nor advised of, purchases or sales of investments in the account(s) prior to execution; and have no right to intervene in the trustee or asset manager’s decisions.

•

You must attach a copy of the most recent account statement(s).

•

Do not leave blank. Indicate “N/A” or “None” if appropriate.

•

Attach a separate sheet if necessary.



NAME OF INVESTMENT MANAGER	ACCOUNT TITLE acct holder’s name and (acct type)	RELATIONSHIP if acct holder is not the Access Person	ACCOUNT NUMBER
Ex: ABC Investment Management	Jane Smith	Spouse	xxx-xxxxx


October 2020		E-5

Appendix E

Table 5 – Other Disclosable Accounts

Instructions:

•

Other Disclosable Accounts include any accounts, not previously disclosed in Tables 1 through 4, in which you have a Beneficial Interest and where Securities Transactions can be effectuated.

•

Other Disclosable Accounts include (but are not limited to) a FRI employee stock purchase plan account, a spouse’s employee stock purchase plan account, the FRI 401(k), a spouse’s 401(k) or 403(b) that can only hold mutual funds, a Section 529 account for your child, a direct investment program (“DRIP”) account, an employee stock option account, or any of these accounts if owned by an Immediate Family member who resides in your household.

•

As detailed in Section III.E. of the Code, you do not need to attach a duplicate statement if the account is: (i) a FRI employee stock purchase plan account; (ii) a FRI stock option account held at Merrill Lynch; (iii) a FRI 401(k) account; (iv) a 401(k), 403(b) or Section 529 account that can not hold Reportable Funds; or (v) an Automatic Investment Account. However, at any time upon specific request of the CCO, copies of statements must be made available for review.

•

You must attach a copy of the most recent account statement(s) for any other Disclosable Account.

•

Do not leave blank. Indicate “N/A” or “None” if appropriate.

•

Attach a separate sheet if necessary.



NAME OF BROKER DEALER, BANK, EMPLOYER, ETC.	ACCOUNT TITLE acct holder’s name and (acct type)	RELATIONSHIP if acct holder is not the Access Person	ACCOUNT NUMBER/ PLAN NUMBER
Ex: Acme Widget Company	Jane Smith (employee stock purchase plan account)	Spouse	xxx-xxxxx


October 2020		E-6

Appendix E

Table 6 – Other Securities/Holdings

Instructions:

•

Provide the information requested for any other Security in which you have a Beneficial Interest that is not held in an account listed in Tables 1 through 5. Examples may be investments in Private Placements (e.g., hedge funds, private equity funds, venture capital funds, limited partnerships, limited liability companies) or paper stock certificates.

•

Do not leave blank. Indicate “N/A” or “None” if appropriate.

•

Attach a separate sheet if necessary.



NAME OF SECURITY OWNER	RELATIONSHIP if security owner is not the Access Person	NAME/TITLE OF SECURITY	TYPE OF SECURITY	TICKER OR CUSIP	NUMBER OF SHARES / PRINCIPAL AMOUNT

Outside Business Activities

Instructions:

•

Provide a list of all Outside Business Activities that that you are currently engaged in.

•

Do not leave blank. Indicate “N/A” or “None” if appropriate.



NAME OF ORGANIZATION		DESCRIPTION OF DUTIES


October 2020		E-7

Appendix E

4.	Attestation of Personal Disciplinary History

The following information is required in order to ensure that BGIM’s public disclosure document (Form ADV) is continuously up to date. (No information need be given with respect to minor traffic offenses).

Have you ever:


A(1)	☐ Yes	☐ No	been convicted of or plead guilty or nolo contendere (“no contest”) in a domestic, foreign, or military court to any felony?

A(2)	☐ Yes	☐ No	been charged with any felony?

B(1)	☐ Yes	☐ No	been convicted of or plead guilty or nolo contendere (“no contest”) in a domestic, foreign, or military court to a misdemeanor involving: investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?

B(2)	☐ Yes	☐ No	been charged with a misdemeanor involving: investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?

Has the SEC or the Commodity Futures Trading Commission (“CFTC”) ever:

C(1)	☐ Yes	☐ No	found you to have made a false statement or omission?

C(2)	☐ Yes	☐ No	found you to have been involved in a violation of SEC or CFTC regulations or statute?

C(3)	☐ Yes	☐ No	found you to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?

C(4)	☐ Yes	☐ No	entered an order against you in connection with investment-related activity?

C(5)	☐ Yes	☐ No	imposed a civil money penalty on you, or ordered you to cease and desist from any activity?

Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:


D(1)	☐ Yes	☐ No	ever found you to have made a false statement or omission, or being dishonest, unfair, or unethical?

D(2)	☐ Yes	☐ No	ever found you to have been involved in a violation of investment- related regulations or statutes?


October 2020		E-8

Appendix E


D(3)	☐ Yes	☐ No	ever found you to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?

D(4)	☐ Yes	☐ No	in the past ten years, entered an order against you in connection with an investment-related activity?

D(5)	☐ Yes	☐ No	ever denied, suspended or revoked your registration or license, or otherwise prevented you, by order, from associating with an investment-related business or restricted your activity?

Has any self-regulatory organization or commodities exchange ever:

E(1)	☐ Yes	☐ No	found you to have made a false statement or omission?

E(2)	☐ Yes	☐ No	found you to have been involved in a violation or its rules (other than a violation designated as a “minor rule violation” under a plan approved by the SEC)?

E(3)	☐ Yes	☐ No	found you to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?

E(4)	☐ Yes	☐ No	disciplined you by expelling or suspending you from membership, barring or suspending you from association with other members, or otherwise restricting your activities?

Please provide an explanation for any “Yes” responses above (attach a separate sheet if needed):

5. Conflicts of Interest Disclosure

Check “Yes” or “No” to each of the statements listed below.


	YES	NO

a.	☐	☐	A member of my immediate family is employed by a broker-dealer

b.	☐	☐	A member of my immediate family is a director or executive officer of a publicly traded company

c.	☐	☐	I have formerly served as a director or executive officer of a publicly traded company

d.	☐	☐	A member of my immediate family has formerly served as a director or executive officer of a publicly traded company


October 2020			E-9

Appendix E


e.	☐	☐	I am a direct owner of 5% or more of the voting securities of a publicly traded company

f.	☐	☐	A member of my immediate family is a direct owner of 5% or more of the voting securities of a publicly traded company

g.	☐	☐	I have a personal relationship with a director (or candidate for directorship) or executive officer of a publicly traded company

h.	☐	☐	A member of my immediate family has a personal relationship with a director (or candidate for directorship) or executive officer of a publicly traded company

Please provide an explanation for any “Yes” responses above (attach a separate sheet if needed):

6. Certification

a.	I hereby certify that I will comply with all applicable requirements of the BGIM Code of Ethics. Specifically, I hereby certify that:

I will not execute any Securities Transaction at a time when I possessed material non-public information regarding the Security or the issuer of the Security.

ii.

I will not execute any Securities Transaction with the intent of raising, lowering, or maintaining the price of any Security or to create a false appearance of active trading.

iii.

I will not execute any Securities Transaction when I was in possession of non-public information to the effect that BGIM (i) was or may have been considering an investment in or sale of such Security on behalf of its clients, or (ii) had an open, executed, or pending portfolio transaction in such Security on behalf of its clients.

iv.

I will not use my knowledge of the portfolio holdings of a Reportable Fund to engage in any trade or short-term trading strategy involving such Fund that may have conflicted with the best interests of the Fund and its shareholders.

I will obtain the required written approval prior to acquiring a Security in an IPO or Private Placement.

vi.

I will report and acknowledge all Gifts and Business Entertainment received or given.

vii.

I will obtain the required written approval prior to making a Political Contribution to any elected official or candidate.

b.	I further certify that the information on this form is accurate, complete, and current in all material respects as of a date no more than 45 days prior to the date hereof.


October 2020			E-10

Appendix E

c.	I have listed all Disclosable Accounts in which I have a Beneficial Interest as defined by the Code in Tables 1-6.



Access Person’s Name:

Access Person’s Signature:

Date:


October 2020		E-11

Appendix F

Account Change Form

Name:

Department:

☐ Opened ☐ Closed ☐ Changed

Brokerage Firm/Bank/Employer:

Account Number:

Account Name:

☐ Brokerage Account ☐ Mutual Fund Only ☐ Managed ☐ Other :

☐ Opened ☐ Closed ☐ Changed

Brokerage Firm/Bank/Employer:

Account Number:

Account Name:

☐ Brokerage Account ☐ Mutual Fund Only ☐ Managed ☐ Other :

☐ Opened ☐ Closed ☐ Changed

Brokerage Firm/Bank/Employer:

Account Number:

Account Name:

☐ Brokerage Account ☐ Mutual Fund Only ☐ Managed ☐ Other :



Access Person Signature				Date



Compliance Approval				Date


October 2020			F-1

Appendix G

Managed Account Certification

Instructions: Please complete the certification regarding the following investment account(s) that are maintained and managed on a discretionary basis by a third-party manager or trustee, and in which you have a beneficial interest:



Account Number	Account Name	Investment Manager

I HEREBY CERTIFY THAT:

I do not have any direct or indirect influence or control over the account(s);

I do not exercise any investment discretion over the account(s);

I do not direct purchases or sales of investments in the account(s);

I do not suggest purchases or sales of investments in the account(s);

I have no knowledge of, and am neither consulted nor advised of, purchases or sales of investments in the account(s) prior to execution; and

I have no right to intervene in the trustee or asset manager’s decisions.

Access Person’s Signature

Print Name

Date

Note: You will be asked to make this certification periodically going forward.


October 2020			G-1

Macquarie Investment Management

Delaware Funds by Macquarie

Optimum Fund Trust

Code of Ethics

September 8, 2020

Table of Contents



I. INTRODUCTION			1

A. General Principles			1

B. Your Fiduciary Duty			1

C. Compliance with Applicable Federal Securities Laws			2

D. Obligation to Report Violations of the Code			2

II. YOUR OBLIGATIONS AS A COVERED PERSON			2

A. Categories of Covered Persons			2

1. Access Person			2

2. Investment Person			2

3. Affiliated Person			2

B. Immediate Family Members			2

C. Your Obligations at Time of Hire			2

1. Initial Holdings Report			2

2. Use of Approved Brokers			3

3. Disclosure of Outside Business Activities			3

4. Disclosure of Political Contributions			3

5. Written Acknowledgement of Receipt of Code			3

D. Your Obligations on a Daily Basis			3

1. Pre-clearance of Personal Securities Transactions			3

2. Compliance with Trading Restrictions			5

3. Pre-clearance of Political Contributions			7

4. Obligation to Report Changes to Personal Information			8

E. Your Obligations on a Quarterly Basis			8

1. Quarterly Report/Certification of Transactions			8

F. Your Obligations on an Annual Basis			8

1. Annual Certification of Holdings			8

2. Annual Code of Ethics Certification			8

III. FUND PERSON RESPONSIBILITIES			8

A. Fiduciary Duty			8

B. Reporting and Certification Requirements			8

IV. REVIEW AND ENFORCEMENT OF THE CODE			9

A. Administration of the Code			9

B. Review of Employee Activity			9

C. Sanctions for Non-Compliance with Code			9

D. Maintenance of Records			9

Glossary to the Code of Ethics			10

- 2 -

I.	INTRODUCTION

General Principles

The Code of Ethics (the “Code”) is based on the principle that Macquarie Investment Management (“Macquarie”)¹, its directors, officers, trustees, and employees (each, a “Covered Person” and collectively, “Covered Persons”), owe a fiduciary duty of undivided loyalty to the Delaware Funds by Macquarie and the Optimum Fund Trust (collectively, the “Funds”) and any other investment advisory client (each, a “Client” and collectively, our “Clients”) that Macquarie advises.² In addition, the Code is based on the principle that the directors, trustees and fund-only personnel associated with the Funds (collectively, “Fund Persons”) owe a fiduciary duty of undivided loyalty to their respective Funds.

This Code sets out standards of conduct designed to address potential conflicts of interest that might arise between this fiduciary duty to Macquarie’s Clients and a Covered Person’s personal activities. Specifically, each Covered Person must avoid participating in transactions, activities, and relationships that might interfere (or appear to interfere) with making decisions in the best interests of those Clients.

As a Covered Person, you are responsible for reading the Code and understanding your obligations in order to comply with its provisions. Additionally, your duty to comply with this Code includes the requirement that your personal and business activities be conducted in compliance with all other policies and procedures governing Macquarie and its affiliates. Examples of such policies include, but are not limited to, Macquarie’s Gifts and Entertainment Policy, Political Contribution (“Pay to Play”) Policy, and Insider Trading/Material Non-Public Information Policy. If you have any questions regarding the Code and its related policies or your resultant obligations and duties, please contact the Compliance Department for assistance.

Your Fiduciary Duty

Macquarie is committed to fostering a culture that promotes honesty and high ethical standards. Consequently, all Covered Persons have an obligation to conduct themselves in accordance with the following general fiduciary principles:

•

You have a duty to place the interests of our Clients ahead of your own interests at all times;

•

You have a duty to attempt to avoid actual and potential conflicts of interest between your personal activities and the activities of our Clients, as well as to avoid any activities that may give the appearance of creating a conflict of interest; and

•

You must not take inappropriate advantage of your position at Macquarie.

¹ For the purposes of this Code, all references to “Macquarie” shall be taken to mean Macquarie Management Holdings, Inc. and its subsidiaries.

² Definitions of certain capitalized terms can be found in the Glossary to the Code of Ethics. These definitions are an integral part of the Code and a proper understanding of them is necessary to comply with the Code. It is important that you review and understand all of the definitions contained in the Glossary and refer back to them as necessary to understand your responsibilities under the Code.

Covered Persons are reminded that violations of the Code and/or any associated policies and procedures may result in disciplinary action, including fines, disgorgement of profits, and possibly suspension and/or dismissal.

Compliance with Applicable Federal Securities Laws

As a Covered Person under this Code, it is your duty to conduct all personal and professional activities in a manner that is consistent with any and all Applicable Federal Securities Laws (as defined in the Glossary to this Code (“Glossary”).

Obligation to Report Violations of the Code

You have a duty to report violations of the Code. If you become aware of a violation of Macquarie’s Code committed by another Covered Person, you have an ongoing obligation to report that violation to the Compliance Department. It is Macquarie’s policy to protect the confidentiality of any such report made in good faith and any Covered Person reporting such a violation will not be subject to retaliation.

II.

YOUR OBLIGATIONS AS A COVERED PERSON

Categories of Covered Persons

Upon becoming subject to the provisions of this Code, each Covered Person is assigned to one of the following three categories below based on their responsibilities and/or privileges at Macquarie:

Access Person

Investment Person

Affiliated Person

You will be advised of the category to which you are assigned during your initial training on this Code. It is important to know the category to which you are assigned, as belonging to a certain category may cause you to be subject to additional obligations and/or limitations under the Code. A complete definition for each category is included in the Glossary. You are encouraged to review the definitions for each category carefully, as well as any sections of the Code that may pertain only to Covered Persons assigned to your category.

Immediate Family Members

In accordance with federal securities laws, certain restrictions and limitations found within the Code are also applicable to the personal investment activities of any immediate family members that reside in your household (“Immediate Family Members”). As a Covered Person, it is your responsibility to alert your Immediate Family Members of any applicable restrictions or limitations that may impact their personal investment activities to ensure that both you and your Immediate Family Members conduct all personal investment activities in a manner consistent with the Code.

Your Obligations at Time of Hire

Initial Holdings Report

All Access and Investment Persons must submit an initial holdings report within ten (10) calendar days of commencing employment with Macquarie or otherwise becoming an Access or Investment Person to disclose the Required Holdings Information for both their own and their Immediate Family Members’ personal

securities holdings. The information included in the initial holdings report must be current as of a date no more than forty-five (45) calendar days prior to the commencement of employment with Macquarie (or becoming subject to the Code)..

Use of Approved Brokers

All Covered Persons, with limited exceptions, must maintain all personal brokerage accounts with approved brokerage firms (“Approved Brokers”). A list of the Approved Brokers from which Macquarie is currently able to receive such data feeds can be found on MacNet.

Disclosure of Outside Business Activities

Covered Persons may not engage in full-time or part-time service as an officer, director, partner, manager, consultant or employee of any business organization or non-profit organization other than Macquarie without receiving prior written approval from the Compliance Department. Any such service is considered an “Outside Business Activity,” even if performed on a volunteer basis. Any existing Outside Business Activities must be disclosed at the time that you become subject to this Code and are subject to review and approval. Similarly, you have an ongoing obligation to disclose any Outside Business Activities that you undertake during your employment with Macquarie and receive written approval from the Compliance Department prior to participating in such activities.

Disclosure of Political Contributions

In addition to the Code, all Covered Persons and their Immediate Family Members are subject to Macquarie’s Political Contribution (“Pay-to-Play”) Policy. Covered Persons are required to disclose all political contributions made during the two year period prior to the date that they become subject to this Code. This disclosure must also include all political contributions made by your Immediate Family Members during the two year period. The information provided may be shared in the aggregate in response to requests for proposals or client information requests, but will otherwise remain strictly confidential.

Written Acknowledgement of Receipt of Code

All Covered Persons are required to certify that they have received this Code within ten (10) calendar days of their hire date. You will also be required to certify your ongoing compliance with this Code on an annual basis and whenever the Code is updated.

Your Obligations on a Daily Basis

Pre-clearance of Personal Securities Transactions

Covered Persons and their Immediate Family Members must pre-clear each personal investment transaction and receive approval for the activity prior to executing the transaction, unless the transaction is subject to an exemption from the pre-clearance requirements of the Code as outlined in Section II.D.1.b below.

Duration of Approval

Approval for a pre-clearance request is valid for the same day only and the trade must be executed on the same day that approval is granted. If a transaction is not executed (or is only partially completed) on the same day that you receive approval, you must repeat the pre-clearance process and receive approval on the day that you do execute (or complete) the transaction. Similarly, if the information in your pre-clearance request changes in any material way, you must resubmit your pre-clearance request prior to executing the transaction.

•

Note: Approvals for Covered Persons located in Australia and/or Asia only are valid for execution through the 24-hour period following approval.

Exceptions to the Pre-clearance Requirement

You are not required to pre-clear and receive approval for the personal investment transaction types listed below prior to execution, although you are still responsible for complying with the reporting requirements of this Code for these transactions, as applicable.

(1)

Involuntary transactions

The acquisition or disposition of a security as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of securities does not require pre-clearance under the Code.

(2)

Purchases or sales of exchange-traded funds (“ETFs”)

ETFs are exempt from the preapproval requirements however they are subject to the reporting and holding period requirements of the Standard.

(3)

Transactions in Managed Accounts

Pre-clearance is not required for transactions made in an account over which neither you nor an Immediate Family Member (a) exercises investment discretion, (b) receives notice of transactions prior to execution, and/or (c) otherwise has direct or indirect influence or control (“Managed Account”).

Note: Covered Persons and their Immediate Family Members must receive approval from the Compliance Department in order to maintain a Managed Account. Additionally, you should be aware that Managed Accounts are still subject to the reporting requirements of the Code.

(4)

Donated Shares

Pre-clearance and approval are not required for any securities that are donated to a charitable organization. However, such transactions are still subject to the reporting requirements of the Code.

Transactions Excluded from BOTH the Pre-clearance and Approval Requirement and the Reporting Requirement

All personal investment transactions by Covered Persons must be reported under the Code with a few limited exceptions. The following types of personal investment transactions are exempt from both the pre-clearance and the reporting requirements of the Code.

(1)

Purchases or sales of unaffiliated pooled vehicles such as open-end mutual funds, SICAVs, UCITS and managed investment schemes.

Note: Open-end (non-money market) mutual funds to which Macquarie provides advisory services are considered to be “Affiliated Mutual Funds” and require pre-clearance and approval prior to execution of a personal investment transaction.

(2)

Purchases or sales of direct obligations of the U.S. Government or any other national government and futures and options with respect to such obligations;

(3)

Purchases or sales of bank certificates of deposit, bankers acceptances, commercial paper and other high quality short-term debt instruments (having a maturity at issuance of less than 366 calendar days and rated in one of the two highest ratings categories by a nationally recognized statistical ratings organization, including repurchase agreements);

(4)

Purchases which are made by reinvesting cash dividends including reinvestments pursuant to an Automatic Investment Plan;

(5)

Purchases or sales of money market funds affiliated with Macquarie; and

(6)

Transactions in Section 529 plans.

Compliance with Trading Restrictions

All Covered Persons and their Immediate Family Members are subject to certain trading restrictions on their personal investment activities.

All Covered Persons – Restrictions on Trading in Macquarie Group Limited Securities

Covered Persons who wish to trade Macquarie Group Limited (“MGL”) securities directly through the Macquarie Group Employee Retained Equity Plan (“MEREP”) or through a similar plan, must complete all trades during designated staff trading windows. Transactions in MGL securities must comply with all applicable MGL policies, including the MGL Trading Policy.

All Covered Persons – Seven (7) Calendar Day Blackout Period

All Covered Persons and their Immediate Family Members are prohibited from trading a security in their personal brokerage accounts for seven (7) calendar days before and after Macquarie executes a buy or sell transaction in that same security.

(1)

De Minimus Exception

Covered Persons may request a de minimis exceptions of up to $5,000 USD per day of any security included in the relevant regional index such as the Russel 3000 Index.

Holding Periods:

All Covered Persons are prohibited from engaging in activities that could be considered “market timing” in violation of Rule 22c-1 of the 1940 Act and, therefore, subject to required holding periods.

(1)

Access and Affiliated Persons – 60 Calendar Day General Holding Period

If you are categorized as an Access Person or Affiliated Person under this Standard, you are subject to a sixty (60) calendar days holding period for most personal securities transactions. Accordingly, Access and Affiliated Persons must hold all opening positions, including those in stock options, for a total period of sixty (60) calendar days before they can be closed at a profit.

(2)

Investment Persons ONLY – 60 Calendar Day General Holding Period

Investment Persons are prohibited from engaging in short term trading in their personal investment accounts that results in a profit. Accordingly, Investment Persons must hold all opening positions, including those in stock options, for a total period of sixty (60) calendar days before they can be closed at a profit.

Note: Investment Persons, Access and Affiliated Persons are permitted to close positions at any time at a loss of 20% or greater. The loss calculation will be based upon Last-In First-Out (LIFO).

(3)

All Covered Persons – 60 Calendar Day Holding Period for Affiliated Mutual Funds

All Covered Persons must hold any newly opened positions in Affiliated Mutual Funds for sixty (60) calendar days before the position may be closed for a profit.

Restricted Securities

Macquarie maintains a list of certain restricted securities that may not be traded by Covered Persons (the “Restricted List”). You are generally prohibited from purchasing or selling any security on the Restricted List, except that this prohibition shall not apply to:

•

Involuntary and/or automatic transactions;

•

Transactions made in an approved Managed Account, provided that such transactions do not reflect a prohibited pattern of conduct; and

•

Transactions for which specific approval has been granted due to unusual or unforeseen circumstances.

Initial Public Offerings/Private Placements

(1)

Investment Persons

Investment Persons, Access and Affiliated Persons are prohibited from participating in initial public offerings and may only participate in a private placement with prior written permission. Additionally, an employee who purchased privately-placed securities prior to becoming subject to this Standard is required to disclose the purchases to the Compliance Department before they can participate in the consideration of an investment in the securities of that issuer or its affiliates for a Client account. In order to avoid a potential conflict of interest, any decision to invest in the issuer in question will be subject to an independent review by additional Investment Persons that do not have a personal interest in the issuer.

(2)

Registered Representatives

All Covered Persons holding valid Financial Industry Regulatory Authority (FINRA) registrations are prohibited from participating in initial public offerings.

Pre-clearance of Political Contributions

All Covered Persons and their Immediate Family Members must submit a pre-clearance request and receive approval prior to making a political contribution. Examples of political contributions that would require pre-clearance and approval include, but are not limited to, donations of cash, stock, service or anything of value to a candidate for public office, a sitting public official, political party or a political action committee, whether at the local, state, and/or federal level. Please review Macquarie’s Pay-to-Play Policy for more information on applicable restrictions and reporting obligations for political contributions.

Obligation to Report Changes to Personal Information

You have an ongoing obligation to report any changes in your personal information that may impact your obligations under this Code. Examples include changes to your personal brokerage accounts (e.g., opening or closing an account), disclosures of new outside business activities for review and approval, and changes to your address, Immediate Family Members, or other personal information.

Your Obligations on a Quarterly Basis

Quarterly Report/Certification of Transactions

Within thirty (30) calendar days after each quarter’s end, all Covered Persons must report and certify their personal investment activity during the previous quarter. Please note that all Covered Persons are required to complete the quarterly certification each quarter, even if they did not complete any personal investment transactions during the quarter. Additionally, Covered Persons will be asked to review the list of brokerage accounts that they have previously disclosed and certify to its accuracy.

Your Obligations on an Annual Basis

Annual Certification of Holdings

All Access and Investment Persons are required to submit an annual report of all personal investment holdings in their personal brokerage accounts and the personal brokerage accounts of their Immediate Family Members. The report must contain information that is current as of a date no more than forty-five (45) calendar days prior to the date the report is submitted and must be submitted no later than forty-five (45) calendar days after year end.

Annual Code of Ethics Certification

At least annually, all Covered Persons must review this Code in its entirety and certify to their understanding and ongoing compliance with the Code.

III.

FUND PERSON RESPONSIBILITIES

Fiduciary Duty

All Fund Persons have an obligation to conduct themselves in accordance with the general fiduciary principles outlined above. Specifically, you have a duty to place the interests of the applicable Fund ahead of your own interests at all times; you have a duty to attempt to avoid actual and potential conflicts of interest between your personal activities and the activities of the applicable Fund, as well as to avoid any activities that may give the appearance of creating a conflict of interest; and you must not take inappropriate advantage of your position.

Reporting and Certification Requirements

Fund Persons are not subject to the holdings disclosure requirements outlined above nor are they required to pre-clear all personal investment transactions prior to executing a transaction. Similarly, Fund Persons are only required to submit and certify quarterly transaction reports for any personal investment transactions where, at the time of the transaction, they knew, or in the ordinary course of fulfilling their

official duties should have known, that during the fifteen (15) calendar day period immediately before or after the date of the transaction, such Security was purchased or sold by an applicable Fund or Macquarie on behalf of the applicable Fund or was being considered for purchase or sale by an applicable Fund or Macquarie on behalf of the applicable Fund. Fund Persons are required to review the Code and certify to their ongoing compliance with the Code each year.

IV.

REVIEW AND ENFORCEMENT OF THE CODE

Administration of the Code

The Code shall be administered by the Compliance Department and/or an appropriate management committee that shall include a majority of Compliance and/or Legal Department representatives. Where exceptions are granted to any provision of this Code, the rationale for such exceptions shall be documented.

Review of Employee Activity

Trading activity may be reviewed for patterns of trading that are inconsistent with the tenets of this Code. Excessive or inappropriate trading that interferes with job performance or compromises the duty that Macquarie owes to our Clients is not permitted. Patterns of excessive trading or other trading activity that is deemed to be inappropriate may lead to sanctions, including restrictions on future trading and/or other disciplinary action under the Code.

Sanctions for Non-Compliance with Code

Appropriate sanctions for a violation will include the nature and severity of the violation, the presence of any mitigating circumstances, and any previous violations that may have been committed by the Covered Person. Examples of possible sanctions include, but are not limited to, written warnings or reprimands, monetary penalties, trading freezes, suspension, and/or termination of employment.

Maintenance of Records

Macquarie will maintain all necessary books and records required to remain compliant with applicable laws and regulations. More information on specific record-keeping requirements and processes may be found in Macquarie’s record-keeping policies and procedures.

Glossary to the Code of Ethics

Access Person

The term “Access Person” means an officer or director, or employee of a registered investment adviser, or any other person identified as a “control person” on the Form ADV or the Form BD filed by the adviser with the US Securities and Exchange Commission, as well as any employee, (1) who, in connection with his or her regular functions or duties, generates, participates in, has access to or obtains information regarding that adviser’s purchase or sale of a security by or on behalf of an advisory client; (2) whose regular functions or duties relate to the making of any recommendations with respect to such purchases or sales or has access to such recommendations that are non-public; (3) who obtains or has access to information or exercises influence concerning investment recommendations made to an advisory client of that adviser; (4) who has line oversight or management responsibilities over employees described in (1), (2) or (3) above; or (5) who has access to non-public information regarding any advisory clients’ purchase or sale of securities, or non-public information regarding the portfolio holdings of any fund for which an adviser serves as investment adviser or any fund whose investment adviser or principal underwriter controls, is controlled by, or is under common control with Macquarie.

Affiliated Mutual Fund

The term “Affiliated Mutual Fund” refers to open-end (non-money market) mutual funds to which Macquarie provides advisory services are considered to be “Affiliated Mutual Funds” and require pre-clearance and approval prior to execution of a personal investment transaction. A list of Macquarie’s Affiliated Mutual Funds can be found in Appendix F of the Code.

Affiliated Person

The term “Affiliated Person” means any officer, director, partner, or employee of a Macquarie Fund or any subsidiary of Macquarie Management Holdings, Inc. and any other person so designated by the Compliance Department.

Applicable Federal Securities Laws

For the purposes of the Code, the term “Applicable Federal Securities Laws” refers to any and all federal securities laws or regulations that may be applicable, including, but not limited to, the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act”), the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, as amended (the “1940 Act”), the Investment Advisers Act of 1940, as amended (the “Advisers Act”), Title V of Gramm-Leach-Bliley Act, any rules adopted by the U.S. Securities and Exchange Commission (the “SEC”) under any of these statutes, and the Bank Secrecy Act as it applies to funds and investment advisers and any rules adopted thereunder by the SEC or Department of the Treasury.

Approved Broker

The term “Approved Broker” refers to a broker-dealer that is included on Macquarie’s “Approved Broker List.” Effective September 1, 2013, all new brokerage accounts opened by a Covered Person or their Immediate Family Member must be opened with a broker-dealer that can provide Macquarie with trade confirmations and other information about employee personal trading activity electronically. This list will be updated from time-to-time to reflect changing business relationships.

Client

The term “Client” refers to Macquarie’s investment advisory clients, including the registered investment companies, institutional investment clients, personal trusts and estates, guardianships, employee benefit trusts, and other clients that Macquarie serves.

Compliance Department

The term “Compliance Department” refers to the Macquarie Compliance Department.

Covered Person

The term “Covered Person” means a person subject to the provisions of this Code. This includes Macquarie’s employees and their Immediate Family Members, such as spouses and minor children, as well as other persons designated as Covered Persons by the Compliance Department or the Code of Ethics Committee. Such persons may include some or all of the directors, officers, trustees, and employees under the control of Macquarie or its affiliated entities.

Fund Person

Any directors, trustees and fund-only personnel associated with the Delaware Funds by Macquarie and/or the Optimum Fund Trust. Fund-only personnel are considered to be those who are not employed by Macquarie or otherwise considered a Covered Person but provide services to the Funds.

Immediate Family Member

The term “Immediate Family Member” means any family member residing in the same household as a Covered Person under this Code. This includes the Covered Person’s spouse, parents and grandparents, children and grandchildren, brothers and sisters, mother-in-law and father-in-law, brothers-in-law and sisters-in-law, daughters-in-law and sons-in-law. Adopted, half, and step family members are also included in the definition of Immediate Family Member. Please see Appendix B for further explanation and examples of who is considered an Immediate Family Member under the Code.

Investment Person

The term “Investment Person” means a portfolio manager who, in connection with his/her regular functions or duties, makes, or participates in the making of, investment decisions affecting an investment company, and any control person who obtains information concerning the recommendation of securities for purchase or sale by a fund or an account. Any staff working in a support role to a portfolio manager, including, but not limited to, analysts and administrative assistants, are also considered to be Investment Persons. All Investment Persons are also considered Access Persons by definition.

Managed Account

The term “Managed Account” refers to an account over which neither you nor an Immediate Family Member (a) exercises investment discretion, (b) receives notice of transactions prior to execution, and/or (c) otherwise has direct or indirect influence or control. All Covered Persons must request and received approval from the Compliance Department in order to maintain a Managed Account.

Outside Business Activity

The term “Outside Business Activity” means any full-time or part-time service as an officer, director, partner, manager, consultant or employee of any business organization or non-profit organization other than Macquarie. A Covered Person who engages in such service, whether or not s/he receives compensation for doing so, will be considered to be participating in an Outside Business Activity and must disclose such service to the Compliance Department and receive approval for same.

Required Holdings Information

Certain information regarding your personal securities holdings is required to be reported. Such reports must include the date and nature of the transaction, identify the security transacted, the price at which the transaction was effected, the broker through which the transaction was effected and the date in which the Access or Investment Person submitted the report.

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MACQUARIE INVESTMENT MANAGEMENT GLOBAL LIMITED

/s/ Scot Thompson

/s/ Lorraine Yoo

Name: Scot Thompson

Lorraine Yoo

Title: Attorney