ASSIGNMENT AND ASSUMPTION AGREEMENT
This Agreement (hereinafter referred as the “Assignment”) is made effective as of December 31,
2009, by and between JPMorgan Investment Advisors Inc., a Delaware corporation (“JPMIA), X.X.
Xxxxxx Investment Management, Inc., a Delaware corporation (“JPMIM”) and The Variable Annuity Life
Insurance Company, a Texas corporation (“VALIC”).
WHEREAS, JPMIA entered into that certain Investment Sub-Advisory Agreement, dated as of
January 1, 2002 (the “Agreement”), with VALIC that designates JPMIA as the investment manager for
the VALIC Company II Small Cap Value Fund, as listed on Schedule A hereto (the “Fund”) to JPMIM;
and
WHEREAS, the assignment of the Agreement by JPMIA to JPMIM pursuant to this Assignment will
not result in (a) a change of control or management of the investment adviser to the Fund, (b) a
material change in the nature or the level of actual investment advisory and administrative
services provided to the Fund, or (c) a change in the investment management personnel who manage
the Fund, and, therefore, is not an assignment for purposes of Section 15(a)(4) of the Investment
Company Act of 1940, as amended.
NOW, THEREFORE, IN CONSIDERATION of the mutual promises and agreements herein contained, the
parties to this Assignment agree as follows:
1. Effective December 31, 2009, JPMIM hereby assumes all rights, obligations,
responsibilities, and liabilities of JPMIA under the Agreement that relate to the Fund.
2. Effective December 31, 2009, JPMIA is hereby released from all of its obligations,
responsibilities and liabilities under the Agreement that relate to the Fund.
3. Effective December 31, 2009, the Agreement, as it relates to the Fund, shall have the same
force and effect as if such agreement were executed by JPMIM.
4. VALIC hereby consent to such assignment and assumption.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their
respective duly authorized officers as of the effective date above written.
| XX Xxxxxx Investment Advisors Inc. | The Variable Annuity Life Insurance Company | |||||||||
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Title:
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Title:
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| X.X. Xxxxxx Investment Management Inc. |
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Fund:
Small Cap Value Fund
Small Cap Value Fund
