0001193125-10-233710 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • October 21st, 2010 • VALIC Co II • Texas

This AGREEMENT made this 7th day of June 2010, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as “VALIC,” and THE BOSTON COMPANY ASSET MANAGEMENT, LLC, hereinafter referred to as the “SUB-ADVISER.”

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • October 21st, 2010 • VALIC Co II • Texas

This AGREEMENT, effective this 26th day of March, 2010, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as “VALIC,” and PINEBRIDGE INVESTMENTS, LLC, hereinafter referred to as the “SUB-ADVISER.”

AMENDMENT NO. 6 TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 21st, 2010 • VALIC Co II

This AMENDMENT NO. 6 to the INVESTMENT ADVISORY AGREEMENT (the “Amendment”) is effective as of June 7, 2010, by and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”) and VALIC COMPANY II (“VC II”).

AMENDMENT NO. 5 TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 21st, 2010 • VALIC Co II

This AMENDMENT NO. 5 to the INVESTMENT ADVISORY AGREEMENT (the “Amendment”) is effective as of June 1, 2010, by and among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (“VALIC”) and VALIC COMPANY II (“VC II”).

SUB-SUB-ADVISORY AGREEMENT
Sub-Sub-Advisory Agreement • October 21st, 2010 • VALIC Co II • Colorado

This SUB-SUB-ADVISORY AGREEMENT is made as of this 7th day of June, 2010 (the “Sub-Sub-Advisory Agreement”), between Janus Capital Management LLC, a Delaware limited liability company (“Janus”) and Perkins Investment Management LLC, a Delaware limited liability company (“Perkins”).

AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • October 21st, 2010 • VALIC Co II

This AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY AGREEMENT is dated as of February 8, 2010, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas Corporation (the “Adviser”), and SUNAMERICA ASSET MANAGEMENT CORP. (the “Sub-Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • October 21st, 2010 • VALIC Co II • Texas

This AGREEMENT made this 8th day of February 2010, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as “VALIC,” and METROPOLITAN WEST CAPITAL MANAGEMENT, LLC, hereinafter referred to as the “SUB-ADVISER.”

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