Common use of APPLICABILITY OF FEDERAL SECURITIES LAWS Clause in Contracts

APPLICABILITY OF FEDERAL SECURITIES LAWS. This Agreement shall be interpreted in accordance with applicable federal securities laws and regulations, including definitions therein and such exemptions as may be granted to the ADVISER or the FUND 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. 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. AMERICAN GENERAL SERIES PORTFOLIO COMPANY By: /s/ STEPXXX X. XXXXXX ------------------------------------- Name: Stepxxx X. Xxxxxx Title: Chairman and President ATTEST: /s/ CYNTXXX XXXXX ------------------------------- Secretary THE VARIABLE ANNUITY LIFE INSURANCE COMPANY By: /s/ JOE X. XXXXXXX ------------------------------------- Name: Joe X. Xxxxxxx Title: Sr. Vice President - Marketing ATTEST: /s/ CYNTXXX XXXXX ------------------------------- Secretary SCHEDULE A to Investment Advisory Agreement (Form II) (Effective May 2, 1994) Annual Fee computed at the following annual rate, based on average monthly net assets value and payable monthly: **MidCap Index Fund............... .35% on the first $500 million; .25% on assets over $500 million Of this fee, VALIC pays Bankers Trust a portion and retains the remainder as follows: Sub-adviser Retained Annual Fee Fee by VALIC ---------- --- -------- On the first $300 million 0.35% 0.03% 0.32% On the next $200 million 0.35% 0.02% 0.33% On the excesses over $500 million 0.25% 0.02% 0.23% **Stock Index Fund................ .35% on the first $500 million; .25% on assets over $500 million Of this fee, VALIC pays Bankers Trust a portion and retains the remainder as follows: Sub-adviser Retained Annual Fee Fee by VALIC ---------- --- -------- On the first $500 million 0.35% 0.02% 0.33% On the next $1.5 billion 0.25% 0.02% 0.23% On the excess over $2 billion 0.25% 0.01% 0.24% **Small Cap Index Fund............ .35% on the first $500 million; .25% on assets over $500 million Of this fee, VALIC pays Bankers Trust a portion and retains the remainder as follows: Sub-adviser Retained Annual Fee Fee by VALIC ---------- --- -------- On the first $150 million 0.35% 0.03% 0.32% On the next $350 million 0.35% 0.02% 0.33% On the excess over $500 million 0.25% 0.02% 0.23%

APPLICABILITY OF FEDERAL SECURITIES LAWS. This Agreement shall be interpreted in accordance with applicable federal securities laws and regulations, including definitions therein and such exemptions as may be granted to the ADVISER or the FUND 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. 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. AMERICAN GENERAL SERIES PORTFOLIO COMPANY By: /s/ STEPXXX XXXXXXX X. XXXXXX ------------------------------------- Name: Stepxxx Xxxxxxx X. Xxxxxx Title: Chairman and President ATTEST: /s/ CYNTXXX XXXXXXX XXXXX ------------------------------- Secretary THE VARIABLE ANNUITY LIFE INSURANCE COMPANY By: /s/ JOE XXX X. XXXXXXX ------------------------------------- Name: Joe Xxx X. Xxxxxxx Title: Sr. Vice President - Marketing ATTEST: /s/ CYNTXXX XXXXXXX XXXXX ------------------------------- Secretary SCHEDULE A to Investment Advisory Agreement (Form II) (Effective May 2, 1994) Annual Fee computed at the following annual rate, based on average monthly net assets value and payable monthly: **MidCap Index Fund............... .35% on the first $500 million; .25% on assets over $500 million Of this fee, VALIC pays Bankers Trust a portion and retains the remainder as follows: Sub-adviser Retained Annual Fee Fee by VALIC ---------- --- -------- On the first $300 million 0.35% 0.03% 0.32% On the next $200 million 0.35% 0.02% 0.33% On the excesses over $500 million 0.25% 0.02% 0.23% **Stock Index Fund................ .35% on the first $500 million; .25% on assets over $500 million Of this fee, VALIC pays Bankers Trust a portion and retains the remainder as follows: Sub-adviser Retained Annual Fee Fee by VALIC ---------- --- -------- On the first $500 million 0.35% 0.02% 0.33% On the next $1.5 billion 0.25% 0.02% 0.23% On the excess over $2 billion 0.25% 0.01% 0.24% **Small Cap Index Fund............ .35% on the first $500 million; .25% on assets over $500 million Of this fee, VALIC pays Bankers Trust a portion and retains the remainder as follows: Sub-adviser Retained Annual Fee Fee by VALIC ---------- --- -------- On the first $150 million 0.35% 0.03% 0.32% On the next $350 million 0.35% 0.02% 0.33% On the excess over $500 million 0.25% 0.02% 0.23%

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 the ADVISER VALIC or the FUND 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. 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. AMERICAN GENERAL SERIES PORTFOLIO COMPANY By: /s/ STEPXXX X. XXXXXX ------------------------------------- Name: Stepxxx X. Xxxxxx Title: Chairman and President ATTEST: /s/ CYNTXXX XXXXX ------------------------------- Secretary THE VARIABLE ANNUITY LIFE INSURANCE COMPANY By: /s/ JOE CYXXXXX X. XXXXXXX ------------------------------------- XXXXX -------------------------------------- Name: Joe Cyxxxxx X. Xxxxxxx Xxxxx Title: Sr. Senior Vice President - Marketing President, General Counsel and Secretary ATTEST: /s/ CYNTXXX XXXXX ------------------------------- Secretary SCHEDULE A to Investment Advisory Agreement (Form II) (Effective May 2, 1994) NOXX X. XXXXXX ------------------------- BANKERS TRUST COMPANY By: /s/ IRXXX X. XXXXXXXXX -------------------------------------- Name: Irxxx X. Xxxxxxxxx Title: Vice President ATTEST: /s/ [ILLEGIBLE] ------------------------ Annual Fee computed at the following annual rate, based on average monthly daily net assets asset value for each month and payable monthly: **MidCap Index Fund............... .35% on the first $500 million; .25% on assets over $500 million Of this fee, VALIC pays Bankers Trust a portion and retains the remainder as follows: Sub-adviser Retained Annual Covered Fund Fee Fee by VALIC ---------- ------------ --- -------- On the first $300 million 0.35% American General Small Cap 0.03% 0.32% On Value Fund Pursuant to Section 6, the next $200 million 0.35% 0.02% 0.33% On the excesses over $500 million 0.25% 0.02% 0.23% **Stock Index Fund................ .35% following person has been given signature authority to sign on the first $500 million; .25% on assets over $500 million Of this feebehalf of VALIC: Cyxxxxx X. Xxxxx x /s/ CYXXXXX XXXXX Xenior Vice President, VALIC pays Bankers Trust a portion and retains the remainder as follows: Sub-adviser Retained Annual Fee Fee by VALIC ---------- --- -------- On the first $500 million 0.35% 0.02% 0.33% On the next $1.5 billion 0.25% 0.02% 0.23% On the excess over $2 billion 0.25% 0.01% 0.24% **Small Cap Index Fund............ .35% on the first $500 million; .25% on assets over $500 million Of this fee, VALIC pays Bankers Trust a portion and retains the remainder as follows: Sub-adviser Retained Annual Fee Fee by VALIC ---------- --- -------- On the first $150 million 0.35% 0.03% 0.32% On the next $350 million 0.35% 0.02% 0.33% On the excess over $500 million 0.25% 0.02% 0.23%General Counsel --------------------------------- & Secretary

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 the ADVISER VALIC or the FUND 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. 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. AMERICAN GENERAL SERIES PORTFOLIO COMPANY By: /s/ STEPXXX X. XXXXXX ------------------------------------- Name: Stepxxx X. Xxxxxx Title: Chairman and President ATTEST: /s/ CYNTXXX XXXXX ------------------------------- Secretary THE VARIABLE ANNUITY LIFE INSURANCE COMPANY By: /s/ JOE X. XXXXXXX ------------------------------------- JOHN A. GRAF ------------------------------- Name: Joe X. Xxxxxxx John A. Graf Title: Sr. Vice President - Marketing ATTESTaxx XXX XXXXXT: /s/ CYNTXXX XXXXX ------------------------------- Secretary CHERYL G. HEMLEY ------------------------- Cheryl g. Hemley BANKERS TRUSX XXXXXXX By: /s/ FRANK SALERNO ----------------------------------- Name: Frank Salerno Title: Frank Salexxx XXXXXX: /s/ GERALD T. LINS ------------------------- Gxxxxx X. Xxxx SCHEDULE A to Investment Advisory Agreement (Form II) (Effective May 2June 4, 19941999) Annual Fee computed at the following annual rate, based on average monthly daily net assets asset value for each month and payable monthly: **MidCap Index Fund............... .35% on the first $500 million; .25% on assets over $500 million Of this fee, VALIC pays Bankers Trust a portion and retains the remainder as follows: Sub-adviser Retained Annual Covered Fund Fee Fee by VALIC ---------- ------------ --- -------- On the first $300 million 0.35% American General Small Cap 0.03% 0.32% On Value Fund SCHEDULE B (Effective June 4, 1999) Pursuant to Section 6, the next $200 million 0.35% 0.02% 0.33% On the excesses over $500 million 0.25% 0.02% 0.23% **Stock Index Fund................ .35% following person has been given signature authority to sign on the first $500 million; .25% on assets over $500 million Of this fee, VALIC pays Bankers Trust a portion behalf of VALIC: John A. Graf -------------------------- President and retains the remainder as follows: Sub-adviser Retained Annual Fee Fee by VALIC ---------- --- -------- On the first $500 million 0.35% 0.02% 0.33% On the next $1.5 billion 0.25% 0.02% 0.23% On the excess over $2 billion 0.25% 0.01% 0.24% **Small Cap Index Fund............ .35% on the first $500 million; .25% on assets over $500 million Of this fee, VALIC pays Bankers Trust a portion and retains the remainder as follows: Sub-adviser Retained Annual Fee Fee by VALIC ---------- --- -------- On the first $150 million 0.35% 0.03% 0.32% On the next $350 million 0.35% 0.02% 0.33% On the excess over $500 million 0.25% 0.02% 0.23%CEO /s/ JOHN A. GRAF -------------------------- ------------------------------