0001193125-10-287563 Sample Contracts

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF VALIC COMPANY II OCTOBER 26, 2010
Agreement and Declaration • December 23rd, 2010 • VALIC Co II

This AGREEMENT AND DECLARATION OF TRUST, made at this 26th day of October, 2010, by and among the Trustees whose signatures are set forth below and amends and restates in its entirety that certain Agreement and Declaration, dated as of May 6, 1998, of VALIC Company II (originally known as American General Series Portfolio Company 3),

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 23rd, 2010 • VALIC Co II • Texas

This AGREEMENT made this 1st day of December, 2010, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as “VALIC,” and COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC, hereinafter referred to as the “SUB-ADVISER.”

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 23rd, 2010 • VALIC Co II • Texas

This AGREEMENT made this 31st day of December, 2010, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as “VALIC,” and NUVEEN ASSET MANAGEMENT, LLC., hereinafter referred to as the “SUB-ADVISER.”

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