AMENDMENT NO. 3 TO INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 3 TO INVESTMENT ADVISORY AGREEMENT

     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 (“▇▇ ▇▇”).

RECITALS

     WHEREAS, VALIC and VALIC Company II (“▇▇ ▇▇”) entered into an Investment Advisory Agreement dated January 1, 2002, as amended (the “Agreement”), with respect to the Covered Funds reflected in Schedule A; and

     WHEREAS, the parties wish to amend Schedule A to the Agreement to reflect the fee change to the Socially Responsible Fund.

     NOW, THEREFORE, in consideration of the mutual promises set forth herein, VALIC and ▇▇ ▇▇ agree as follows:

	1.		Schedule A Amendment. Schedule A is amended to reflect the advisory fee change to the Socially Responsible Fund.
	2.		Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one instrument.
	3.		Full Force and Effect. Except as expressly supplemented, amended or consented to hereby, all of the representations, warranties, terms, covenants and conditions of the Agreement shall remain unamended and shall continue to be in full force and effect.

     IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 3 as of the date first above written.

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY						VALIC COMPANY II
By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇				By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇						Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title: Senior Vice President						Title: Vice President & Secretary

VALIC COMPANY II
SCHEDULE A
to Investment Advisory Agreement
(Effective December 1, 2009)

COVERED FUNDS

Annual Fee computed at the following annual rate, based on average monthly net assets value and payable monthly:

Aggressive Growth Lifestyle Fund		0.10%
Capital Appreciation Fund		0.55%
Core Bond Fund		0.50% on the first $200 million
		0.45% on the next $300 million
		0.40% on assets over $500 million
Conservative Growth Lifestyle Fund		0.10%
High Yield Bond Fund		0.65% on the first $150 million
		0.60% on the next $300 million
		0.55% over $500 million
International Small Cap Equity Fund		0.90% on the first $100 million
		0.80% on assets over $100 million
Large Cap Value Fund		0.50%
Mid Cap Growth Fund		0.80% on the first $50 million
		0.75% on the next $50 million
		0.70% on the next $150 million
		0.65% on the next $250 million
		0.60% on assets over $500 million
Mid Cap Value Fund		0.75% on the first $100 million
		0.725% on the next $150 million
		0.70% on the next $250 million
		0.675% on the next $250 million
		0.65% over $750 million
Moderate Growth Lifestyle Fund		0.10%
Money Market II Fund		0.25%
Small Cap Growth Fund		0.85% on the first $100 million
		0.80% on assets over $100 million
Small Cap Value Fund		0.75% on the first $50 million
		0.65% on assets over $50 million
Socially Responsible Fund		0.25% on the first $1 billion
		0.24% on assets over $1 billion
Strategic Bond Fund		0.60% on the first $200 million
		0.50% on the next $300 million
		0.45% on assets over $500 million