0000950123-09-071871 Sample Contracts

AMENDMENT NO. 3 TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 18th, 2009 • VALIC Co II

This AMENDMENT NO. 3 to the INVESTMENT ADVISORY AGREEMENT (the “Amendment”) is effective as of December 1, 2009, by and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”) and VALIC COMPANY II (“VC II”).

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AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 18th, 2009 • VALIC Co II

THIS AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY AGREEMENT (the “Amendment”) is effective as of December 14, 2009, by and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”) and INVESCO AIM CAPITAL MANAGEMENT, INC. (the “SUB-ADVISER”).

INVESTMENT SUB-SUB-ADVISORY AGREEMENT
Investment Sub-Sub-Advisory Agreement • December 18th, 2009 • VALIC Co II • Texas

This Agreement is made and entered into this 14th day of December 2009, by and among Invesco Aim Capital Management, Inc., a Texas corporation and registered investment adviser (the “Sub-Adviser”) and Invesco Asset Management Ltd.., a company incorporated in England and Wales, authorized by the Financial Services Authority and a registered investment adviser (the “Sub-Sub-Adviser”), each, a “party.”

INTERIM INVESTMENT SUB-ADVISORY AGREEMENT (VALIC COMPANY II)
Interim Investment Sub-Advisory Agreement • December 18th, 2009 • VALIC Co II • Texas

This AGREEMENT, effective this 1st day of December, 2009, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as “VALIC,” and SUNAMERICA ASSET MANAGEMENT CORP., hereinafter referred to as the “SUB-ADVISER.”

AMENDMENT NO. 1 TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 18th, 2009 • VALIC Co II

This AMENDMENT NO. 1 to the INVESTMENT ADVISORY AGREEMENT (the “Amendment”) is effective as of December 10, 2007, by and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”) and VALIC COMPANY II (“VC II”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • December 18th, 2009 • VALIC Co II

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), J.P. Morgan Investment Management, Inc., a Delaware corporation (“JPMIM”) and The Variable Annuity Life Insurance Company, a Texas corporation (“VALIC”).

AMENDMENT NO. 2 TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 18th, 2009 • VALIC Co II

This AMENDMENT NO. 2 to the INVESTMENT ADVISORY AGREEMENT (the “Amendment”) is effective as of July 24, 2009, by and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”) and VALIC COMPANY II (“VC II”).

AMENDMENT NO. 3 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 18th, 2009 • VALIC Co II

THIS AMENDMENT NO. 3 TO INVESTMENT SUB-ADVISORY AGREEMENT (the “Amendment”) is effective as of July 24, 2009, by and among The Variable Annuity Life Insurance Company (“VALIC”) and Wellington Management Company, LLP (the “Sub-Adviser”).

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