0000950129-07-006164 Sample Contracts

AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 14th, 2007 • Valic Co Ii

This AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT is dated as of October 31, 2007, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas Corporation (the “Adviser”), and A I M CAPITAL MANAGEMENT, INC. (the “Sub-Adviser”).

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AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • December 14th, 2007 • Valic Co Ii • New York

This ADMINISTRATIVE SERVICES AGREEMENT is made as of this 30th day of October, 2007 by and between VALIC COMPANY II, a Delaware business trust (the “Fund”), and AIG SUNAMERICA ASSET MANAGEMENT CORP. (the “Administrator”), a Delaware corporation.

AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 14th, 2007 • Valic Co Ii

This AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY AGREEMENT is dated as of October 31, 2007, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas Corporation (the “Adviser”), and AIG GLOBAL INVESTMENT CORP. (the “Sub-Adviser”).

AMENDED AND RESTATED TRANSFER AGENCY and SERVICE AGREEMENT BETWEEN THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AND VALIC COMPANY II
Transfer Agency and Service Agreement • December 14th, 2007 • Valic Co Ii

AGREEMENT made as of the 30th day of October, 2007, by and between VALIC Company II, a Delaware business trust, having its principal office and place of business at Houston, Texas (the “Fund”), and The Variable Annuity Life Insurance Company, a stock life insurance company organized under the Texas Insurance Code, having its principal office and place of business at Houston, Texas (the “Transfer Agent”).

AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 14th, 2007 • Valic Co Ii

This AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT is dated as of October 31, 2007, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas Corporation (the “Adviser”), and BRIDGEWAY CAPITAL MANAGEMENT, INC. (the “Sub-Adviser”).

AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 14th, 2007 • Valic Co Ii

This AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT is dated as of October 31, 2007, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas Corporation (the “Adviser”), and AIG SUNAMERICA ASSET MANAGEMENT CORP. (the “Sub-Adviser”).

AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 14th, 2007 • Valic Co Ii

This AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT is dated as of October 31, 2007, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas Corporation (the “Adviser”), and FAF ADVISORS, INC. (the “Sub-Adviser”).

AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 14th, 2007 • Valic Co Ii

THIS AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT (the “Amendment”) is effective as of October 11, 2004, by and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”) and AIG GLOBAL INVESTMENT CORP. (the “Sub-Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 14th, 2007 • Valic Co Ii • Texas

This AGREEMENT made this 10th day of December, 2007, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as “VALIC,” and J. P. MORGAN INVESTMENT MANAGEMENT INC., hereinafter referred to as the “SUB-ADVISER.”

AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 14th, 2007 • Valic Co Ii

This AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT is dated as of October 31, 2007, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas Corporation (the “Adviser”), and SSGA FUNDS MANAGEMENT, INC. (the “Sub-Adviser”).

AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 14th, 2007 • Valic Co Ii

This AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT is dated as of October 31, 2007, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas Corporation (the “Adviser”), and J.P. MORGAN INVESTMENT ADVISORS INC. (the “Sub-Adviser”).

AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 14th, 2007 • Valic Co Ii

This AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY AGREEMENT is dated as of October 31, 2007, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas Corporation (the “Adviser”), and WELLINGTON MANAGEMENT COMPANY, LLP (the “Sub-Adviser”).

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