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 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 XXXXXX X. XXXXXXX ------------------------------------- XXXX, XX. ----------------------------------------- Name: Joe Xxxxxx X. Xxxxxxx Xxxx, Xx. Title: Sr. Vice President - Marketing Chairman and CEO ATTEST: /s/ CYNTXXX XXXX X. XXXXXX ----------------------- BANKERS TRUST COMPANY By: /s/ XXXXX ------------------------------- Secretary X. XXXXXXXXX ----------------------------------------- Name: Xxxxx X. Xxxxxxxxx Title: Vice President ATTEST: /s/ X.X. XXXXX ----------------------- SCHEDULE A to Investment Advisory Agreement (Form II) (Effective May 2October 7, 19941998) 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............... .35Covered Fund Fee ------------ --- American General S & P 500 0.02% on of the first $500 million; .252 billion Index Fund 0.01% 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 0.25No minimum annual fee American General Mid Cap 0.03% 0.01% 0.24% **Small Cap of the first $300 million Index Fund............ .35Fund 0.02% on the first $500 million; .25% on assets excess over $500 300 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 No minimum annual fee American General Small Cap 0.03% of the first $150 million 0.35% 0.03% 0.32% On the next $350 million 0.35% Index Fund 0.02% 0.33% On on the excess over $500 150 million 0.25No minimum annual fee American General Small Cap 0.03% 0.02% 0.23%Value Fund SCHEDULE B (Effective October 7, 1998) Pursuant to Section 6, the following person has been given signature authority to sign on behalf of VALIC: x /s/ XXXXXX X. XXXX, XX. ------------------------ Xxxxxx X. Xxxx, Xx. Chairman and CEO The person holding the office indicated above, whose signature appears above, is authorized to sign pursuant to Section 6. Accepted: VALIC BANKERS TRUST COMPANY By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXXX X. XXXXXXXXX ------------------------------ -------------------------- Xxxxxx X. Xxxx, Xx. Xxxxx X. Xxxxxxxxx Chairman and CEO Vice President October 7, 1998

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 NOXX X. XXXXXX --------------------------- CAPITAL GUARDIAN TRUST COMPANY By: /s/ ROXXXXX X. XXXXXX ----------------------------------------- Name: Roxxxxx X. Xxxxxx Title: Senior Vice President ATTEST: /s/ [ILLEGIBLE] --------------------------- SCHEDULE A to Investment Advisory Agreement (Form II) (Effective May 2August 26, 19941998) Annual Fee computed at the following annual rate, based on average monthly daily net assets asset value for each month and payable monthlyquarterly: **MidCap Index Covered Fund Fee ------------ --- American General International Value Fund............... .35* 0.75% on of the first $500 million; .2525 million 0.60% on assets over of the next $500 25 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 0.350.425% 0.03% 0.32% On of 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................ .350.375% 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 0.25250 million American General Domestic Bond Fund* 0.35% 0.01% 0.24% **Small Cap Index Fund............ .35% on of the first $500 million; .2550 million 0.20% 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 of the next $350 50 million 0.350.18% 0.02of the next $200 million 0.15% 0.33% On on the excess over $500 300 million 0.25American General Balanced Fund* 0.55% 0.02of the first $25 million 0.40% 0.23%of the next $25 million 0.20% on the excess over $50 million *Fees with respect to each Fund are aggregated and the Sub-Adviser applies a 5% discount to all fees if all fees are between $1.25 million and $4 million, a 7.5% discount to all fees between $4 million and $8 million, and a 12.5% discount to all fees if total fees exceed $12 million.

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 XXXX X. XXXXXXX ------------------------------------- XXXX --------------------------- -------------- Name: Joe Xxxx X. Xxxx Title: President and CEO ATTEST: /s/ XXXXXX X. XXXXXX ----------------------- BANKERS TRUST COMPANY By: /s/ XXXXX XXXXXXX --------------------------- -------------- Name: Xxxxx Xxxxxxx Title: Sr. Vice President - Marketing Managing Director ATTEST: /s/ CYNTXXX XXXXX ------------------------------- Secretary XXXXXX 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 Covered Fund Fee ------------ --- American General Stock Index Fund............... .350.02% on of the first $500 million; .252 billion Index Fund 0.01% 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 0.25No minimum annual fee American General Mid Cap 0.03% 0.01% 0.24% **Small Cap of the first $300 million Index Fund............ .35Fund 0.02% on the first $500 million; .25% on assets excess over $500 300 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 No minimum annual fee American General Small Cap 0.03% of the first $150 million 0.35% 0.03% 0.32% On the next $350 million 0.35% Index Fund 0.02% 0.33% On on the excess over $500 150 million 0.25No minimum annual fee American General Small Cap 0.03% 0.02% 0.23%Value Fund SCHEDULE B (Effective June 4, 1999) Pursuant to Section 6, the following person has been given signature authority to sign on behalf of VALIC: x /s/ XXXX X. XXXX ---------- -------------- Xxxx X. Xxxx President and CEO The person holding the office indicated above, whose signature appears above, is authorized to sign pursuant to Section 6. Accepted: VALIC BANKERS TRUST COMPANY By: /s/ XXXX X. XXXX By: /s/ XXXXX XXXXXXX ------------------------------ ----------- ---------------