UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-08789

VALIC Company II

(Exact name of registrant as specified in charter)

2929 Allen Parkway, Houston, TX 77019

(Address of principal executive offices) (Zip code)

Kurt W. Bernlohr

Senior Vice President

The Variable Annuity Life Insurance Company

2929 Allen Parkway

Houston, TX 77019

(Name and address of agent for service)

Registrant’s telephone number, including area code: (713) 831-6133

Date of fiscal year end: August 31

Date of reporting period: February 28, 2010

Item 1. Reports to Stockholders

VALIC Company II, Semi-Annual Report at February 28, 2010.

VALIC Company II

Semi-Annual Report, February 28, 2010

SAVING : INVESTING : PLANNING

VALIC Company II

SEMI-ANNUAL REPORT FEBRUARY 28, 2010

TABLE OF CONTENTS

President’s Letter	1
Expense Example	2
Portfolios of Investments:
Aggressive Growth Lifestyle Fund	4
Capital Appreciation Fund	6
Conservative Growth Lifestyle Fund	9
Core Bond Fund	11
High Yield Bond Fund	25
International Small Cap Equity Fund	36
Large Cap Value Fund	44
Mid Cap Growth Fund	48
Mid Cap Value Fund	51
Moderate Growth Lifestyle Fund	56
Money Market II Fund	58
Small Cap Growth Fund	61
Small Cap Value Fund	65
Socially Responsible Fund	75
Strategic Bond Fund	82
Statements of Assets and Liabilities	104
Statements of Operations	107
Statements of Changes in Net Assets	110
Notes to Financial Statements	114
Financial Highlights	127
Approval of Advisory Agreements	135
Supplement to Prospectus	144
Proxy Vote	146

VALIC Company II

PRESIDENT’S LETTER (Unaudited)

Dear Valued Investor:

We are pleased to provide you with the following Semi-Annual Report for VALIC Company II. The report contains the investment portfolio information and the financial statements of VALIC Company II for the six-month period ending February 28, 2010. We encourage you to carefully read this report and hope you find it informative and helpful.

The six-months of the reporting period have generally continued to bring positive news to investors. During this period, almost all asset classes have maintained their rebounds off of March 2009 lows, as unprecedented and massive government stimulus programs and central bank interventions, both in the U.S. and abroad, continue to help restore confidence in the stability of the global financial system, according to many economists and market observers.

The total return for the S&P 500^® Index*, widely regarded as the best single gauge of the U.S. equity market, was 9.3% for the six-month period. The bond market also generally experienced positive growth. The Barclays Capital U.S. Aggregate Bond Index**, a broad measure of the bond market, returned 3.2% for the period. In addition, international markets continue to enjoy a robust recovery as well. The MSCI EAFE Index***, designed to measure the equity market performance of developed markets (Europe, Australasia, Far East), excluding the U.S. and Canada, also posted a 0.7% return for the period.

These broad-based and strong market returns, however, tend to obscure the challenging economic landscape that still confronts both policymakers and investors. Unemployment remains high, as does debt at all levels (sovereign, corporate and individual). Consumer confidence and spending continue to waiver. The federal budget deficit continues to grow to unprecedented levels. And concerns linger about the health and stability of the housing and commercial real estate markets. How these and other fundamental challenges play out over the next several months will likely determine the breadth and depth of any sustainable economic recovery.

During these uncertain times, we continue to believe that fundamental, tried and true investment strategies will generally work out best in the long term. Avoid letting your emotions drive investment decisions. For example, forget about short-term fluctuations or trying to time the market, that is, selling low when fear sets in or buying high when enthusiasm soars. Market timing is a risky business. Instead, focus on the benefits of sticking with sound long-term investment choices based on your personal risk tolerance and time horizon. We encourage you to meet with your financial advisor to determine whether your current investment allocations are in fact consistent with your risk tolerance and long-term goals.

Thank you for your investment with VALIC Company II. As always, we appreciate your continued confidence in our ability to help you meet your investment goals.

Sincerely,

Kurt W. Bernlohr, President

VALIC Company II

* The S&P 500^® Index is an index of the stocks of 500 major large-cap U.S. corporations, chosen for market size, liquidity, and industry group representation. It is a market-value weighted index, with each stock’s percentage in the Index in proportion to its market value.

** The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index that is composed of securities from Barclays Capital Government/Corporate Bond Index, Mortgage-Backed Securities Index, and the Asset-Backed Securities Index.

*** The Morgan Stanley Capital International, Europe, Australasia, and the Far East Index (MSCI EAFE) is comprised of 21 Morgan Stanley Capital International country indices and measures the performance of approximately 1,000 large-cap stocks.

Past performance of an index does not guarantee the future performance of any investment.

1

VALIC Company II

EXPENSE EXAMPLE — February 28, 2010 (Unaudited)

Disclosure of Fund Expenses in Shareholder Reports

As a shareholder of a Fund in VALIC Company II (“VC II”), you incur ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at September 1, 2009 and held until February 28, 2010. Shares of VC II are currently issued and redeemed only in connection with investments in and payments under variable annuity contracts and variable life insurance policies (“Variable Contracts”) and qualified retirement plans (the “Plans”) offered by The Variable Annuity Life Insurance Company (“VALIC”), the investment adviser to VC II and other life insurance companies affiliated with VALIC. The fees and expenses associated with the Variable Contracts and Plans are not included in these Examples, and had such fees and expenses been included your costs would have been higher. Please see your Variable Contract prospectus or Plan document for more details on the fees associated with the Variable Contract or Plans.

Actual Expenses

The “Actual” section of the table provides information about your actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the column under the heading entitled “Expenses Paid During the Six Months Ended February 28, 2010” to estimate the expenses you paid on your account during this period. The “Expenses Paid During the Six Months Ended February 28, 2010” column and the “Expense Ratio as of February 28, 2010” column do not include fees and expenses that may be charged by the Variable Contracts or Plans, in which the Funds are offered. Had these fees and expenses been included, the “Expenses Paid During the Six Months Ended February 28, 2010” column would have been higher and the “Ending Account Value” would have been lower.

Hypothetical Example for Comparison Purposes

The “Hypothetical” section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The “Expenses Paid During the Six Months Ended February 28, 2010” column and the “Expense Ratio as of February 28, 2010” column do not include fees and expenses that may be charged by the Variable Contracts or Plans, in which the Funds are offered. Had these fees and expenses been included, the “Expenses Paid During the Six Months Ended February 28, 2010” column would have been higher and the “Ending Account Value” would have been lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees and expenses that may be charged by the Variable Contracts or Plans. Please refer to your Variable Contract prospectus or Plan document for more information. Therefore, the “hypothetical” example is useful in comparing ongoing costs and will not help you determine the relative total costs of owning different funds. In addition, if these fees and expenses were included, your costs would have been higher.

2

VALIC Company II

EXPENSE EXAMPLE — February 28, 2010 (Unaudited) — (continued)

	Actual			Hypothetical
Fund#	Beginning Account Value at  September 1, 2009	Ending Account Value Using Actual Return at February 28, 2010	Expenses Paid During the Six Months Ended February 28, 2010*	Beginning Account Value at  September 1, 2009	Ending Account Value Using a Hypothetical 5% Assumed Return at February 28, 2010	Expenses Paid During the Six Months Ended February 28, 2010*	Expense Ratio as of February 28, 2010*
Aggressive Growth Lifestyle	$1,000.00	$1,079.62	$0.52	$1,000.00	$1,024.30	$0.50	0.10	%
Capital Appreciation	$1,000.00	$1,143.82	$4.52	$1,000.00	$1,020.58	$4.26	0.85	%
Conservative Growth Lifestyle	$1,000.00	$1,073.62	$0.51	$1,000.00	$1,024.30	$0.50	0.10	%
Core Bond	$1,000.00	$1,057.63	$3.93	$1,000.00	$1,020.98	$3.86	0.77	%
High Yield Bond	$1,000.00	$1,118.21	$5.15	$1,000.00	$1,019.93	$4.91	0.98	%
International Small Cap Equity	$1,000.00	$1,033.03	$5.04	$1,000.00	$1,019.84	$5.01	1.00	%
Large Cap Value@	$1,000.00	$1,059.35	$4.14	$1,000.00	$1,020.78	$4.06	0.81	%
Mid Cap Growth@	$1,000.00	$1,148.53	$4.53	$1,000.00	$1,020.58	$4.26	0.85	%
Mid Cap Value@	$1,000.00	$1,113.12	$5.50	$1,000.00	$1,019.59	$5.26	1.05	%
Moderate Growth Lifestyle	$1,000.00	$1,077.56	$0.52	$1,000.00	$1,024.30	$0.50	0.10	%
Money Market II	$1,000.00	$1,000.05	$2.18	$1,000.00	$1,022.61	$2.21	0.44	%
Small Cap Growth@	$1,000.00	$1,105.26	$6.06	$1,000.00	$1,019.04	$5.81	1.16	%
Small Cap Value@	$1,000.00	$1,100.75	$4.95	$1,000.00	$1,020.08	$4.76	0.95	%
Socially Responsible	$1,000.00	$1,105.49	$2.92	$1,000.00	$1,022.02	$2.81	0.56	%
Strategic Bond	$1,000.00	$1,071.63	$4.57	$1,000.00	$1,020.38	$4.46	0.89	%

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 181 days then divided by 365 days. These ratios do not reflect fees and expenses associated with the Variable Contracts or Plans. If such fees and expenses had been included, the expenses would have been higher. Please refer to your Variable Contract prospectus for details on the expenses that apply to the Variable Contracts or your Plan document for details on the administration fees charged by your Plan sponsor.

# During the stated period, the investment adviser waived a portion of or all fees and assumed a portion of or all expenses for the Fund. As a result, if these fees and expenses had not been waived or assumed, the “Actual/Hypothetical Ending Account Value” would have been lower and the “Actual/Hypothetical Expenses Paid During the Six Months Ended February 28, 2010” and the “Expense Ratios” would have been higher.

@ Through expense offset arrangements resulting from broker commission recapture, a portion of the Fund's expenses has been reduced. Had the expense reductions been taken into account, the Expense Example would have been as follows:

	Actual			Hypothetical
Fund#	Beginning Account Value at  September 1, 2009	Ending Account Value Using Actual Return at February 28, 2010	Expenses Paid During the Six Months Ended February 28, 2010*	Beginning Account Value at  September 1, 2009	Ending Account Value Using a Hypothetical 5% Assumed Return at February 28, 2010	Expenses Paid During the Six Months  Ended February 28, 2010*	Expense Ratio as of February 28, 2010*
Large Cap Value	$1,000.00	$1,059.35	$4.14	$1,000.00	$1,020.78	$4.06	0.81	%
Mid Cap Growth	$1,000.00	$1,148.53	$4.42	$1,000.00	$1,020.68	$4.16	0.83	%
Mid Cap Value	$1,000.00	$1,113.12	$5.45	$1,000.00	$1,019.64	$5.21	1.04	%
Small Cap Growth	$1,000.00	$1,105.26	$6.00	$1,000.00	$1,019.09	$5.76	1.15	%
Small Cap Value	$1,000.00	$1,100.75	$4.95	$1,000.00	$1,020.08	$4.76	0.95	%

3

VALIC Company II Aggressive Growth Lifestyle Fund

PORTFOLIO PROFILE — February 28, 2010 (Unaudited)

Industry Allocation*

Domestic Equity Investment Companies	54.2	%
Fixed Income Investment Companies	21.5
International Equity Investment Companies	16.0
Real Estate Investment Companies	8.3
	100.0	%

* Calculated as a percentage of net assets

4

VALIC Company II Aggressive Growth Lifestyle Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited)

Security Description	Shares		Market Value (Note 2)
AFFILIATED REGISTERED INVESTMENT COMPANIES#(1) — 100.0%
Domestic Equity Investment Companies — 54.2%
VALIC Co. I Blue Chip Growth Fund	718,755		$	6,289,105
VALIC Co. I Small Cap Special Values Fund	1,160,824			8,857,090
VALIC Co. I Stock Index Fund	654,425			14,488,966
VALIC Co. I Value Fund	756,704			6,326,046
VALIC Co. II Capital Appreciation Fund	690,980			5,873,330
VALIC Co. II Mid Cap Value Fund	554,904			7,768,661
VALIC Co. II Small Cap Growth Fund†	224,721			2,312,377
VALIC Co. II Small Cap Value Fund	712,862			7,677,527
Total Domestic Equity Investment Companies
(cost $49,752,006)				59,593,102
Fixed Income Investment Companies — 21.5%
VALIC Co. II Core Bond Fund	308,935			3,089,350
VALIC Co. II High Yield Bond Fund	706,528			4,917,438
VALIC Co. II Strategic Bond Fund	1,484,060			15,597,464
Total Fixed Income Investment Companies
(cost $21,897,466)				23,604,252
International Equity Investment Companies — 16.0%
VALIC Co. I Foreign Value Fund	1,239,780			10,215,782
VALIC Co. I International Equities Fund	1,268,707			7,345,816
Total International Equity Investment Companies
(cost $16,335,903)				17,561,598
Real Estate Investment Companies — 8.3%
VALIC Co. I Global Real Estate Fund
(cost $7,333,030)	1,241,881			9,102,987
TOTAL INVESTMENTS
(cost $95,318,405)(2)	100.0	%		109,861,939
Liabilities in excess of other assets	0.0			(13,023	)
NET ASSETS —	100.0	%	$	109,848,916

† Non-income producing security

# The Aggressive Growth Lifestyle Fund invests in various VALIC Company I or VALIC Company II Funds, some of which are not presented in this report. Additional information on the underlying funds including such fund’s prospectuses and shareholder reports, is available at our website, www.valic.com.

(1) See Note 3

(2) See Note 5 for cost of investments on a tax basis.

The following is a summary of the inputs used to value the Fund’s net assets as of February 28, 2010 (see Note 2):

	Level 1 — Unadjusted Quoted Prices		Level 2 — Other Observable Inputs		Level 3 — Significant Unobservable Inputs		Total
Affiliated Registered Investment Companies:
Domestic Equity Investment Companies	$	59,593,102	$	—	$	—	$	59,593,102
Fixed Income Investment Companies		23,604,252		—		—		23,604,252
International Equity Investment Companies		17,561,598		—		—		17,561,598
Real Estate Investment Companies		9,102,987		—		—		9,102,987
Total	$	109,861,939	$	—	$	—	$	109,861,939

See Notes to Financial Statements

5

VALIC Company II Capital Appreciation Fund

PORTFOLIO PROFILE — February 28, 2010 (Unaudited)

Industry Allocation*

Computers	7.7	%
Medical — Biomedical/Gene	6.0
Applications Software	4.9
Medical — Drugs	4.4
Electronic Components — Semiconductors	4.1
Savings & Loans/Thrifts	4.0
Medical Products	3.8
Retail — Restaurants	3.5
Enterprise Software/Service	3.1
E-Commerce/Services	3.0
Aerospace/Defense	2.6
Cosmetics & Toiletries	2.6
Chemicals — Specialty	2.5
Schools	2.4
Retail — Discount	2.2
Auto/Truck Parts & Equipment — Original	2.2
Medical — Generic Drugs	2.1
Oil Field Machinery & Equipment	2.1
Pharmacy Services	2.1
Athletic Footwear	2.0
Retail — Major Department Stores	2.0
Web Portals/ISP	1.9
Distribution/Wholesale	1.8
E-Commerce/Products	1.8
Commercial Services — Finance	1.8
Oil Companies — Exploration & Production	1.8
Telecommunication Equipment	1.6
Beverages — Non-alcoholic	1.6
Cable/Satellite TV	1.6
Web Hosting/Design	1.5
Retail — Apparel/Shoe	1.3
Retail — Auto Parts	1.3
Insurance — Life/Health	1.3
Oil & Gas Drilling	1.3
Retail — Drug Store	1.2
Banks — Super Regional	1.1
Medical Instruments	1.1
Apparel Manufacturers	1.0
Food — Misc.	1.0
Time Deposits	1.0
Transport — Services	1.0
Energy — Alternate Sources	0.9
Banks — Fiduciary	0.8
	99.0	%

* Calculated as a percentage of net assets

6

VALIC Company II Capital Appreciation Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK — 98.0%
Aerospace/Defense — 2.6%
Lockheed Martin Corp.	14,400	$	1,119,744
Apparel Manufacturers — 1.0%
Coach, Inc.	12,300		448,212
Applications Software — 4.9%
Microsoft Corp.	31,300		897,058
Salesforce.com, Inc.†	18,200		1,236,690
			2,133,748
Athletic Footwear — 2.0%
NIKE, Inc., Class B	12,900		872,040
Auto/Truck Parts & Equipment - Original — 2.2%
TRW Automotive Holdings Corp.†	35,200		945,824
Banks - Fiduciary — 0.8%
State Street Corp.	8,200		368,262
Banks - Super Regional — 1.1%
Wells Fargo & Co.	17,800		486,652
Beverages - Non-alcoholic — 1.6%
The Coca - Cola Co.	13,100		690,632
Cable/Satellite TV — 1.6%
Comcast Corp., Class A	42,000		690,480
Chemicals - Specialty — 2.5%
Ecolab, Inc.	14,900		627,886
Lubrizol Corp.	6,000		474,060
			1,101,946
Commercial Services - Finance — 1.8%
Mastercard, Inc., Class A	3,500		785,295
Computers — 7.7%
Apple, Inc.†	6,300		1,289,106
Hewlett - Packard Co.	15,000		761,850
International Business Machines Corp.	10,200		1,297,032
			3,347,988
Cosmetics & Toiletries — 2.6%
The Estee Lauder Cos., Inc., Class A	18,600		1,118,418
Distribution/Wholesale — 1.8%
WW Grainger, Inc.	7,900		803,035
E - Commerce/Products — 1.8%
Amazon.com, Inc.†	6,700		793,280
E - Commerce/Services — 3.0%
Expedia, Inc.†	18,100		402,544
priceline.com, Inc.†	4,000		907,040
			1,309,584
Electronic Components - Semiconductors — 4.1%
Intel Corp.	42,200		866,366
Micron Technology, Inc.†	100,800		913,248
			1,779,614
Energy - Alternate Sources — 0.9%
First Solar, Inc.†	3,800		402,420
Enterprise Software/Service — 3.1%
CA, Inc.	40,000		900,000
Oracle Corp.	18,900		465,885
			1,365,885
Food - Misc. — 1.0%
General Mills, Inc.	6,100		439,261

Security Description	Shares	Market Value (Note 2)
Insurance - Life/Health — 1.3%
Aflac, Inc.	11,200	$	553,840
Medical Instruments — 1.1%
Intuitive Surgical, Inc.†	1,400		485,996
Medical Products — 3.8%
Johnson & Johnson	14,600		919,800
Varian Medical Systems, Inc.†	15,200		744,344
			1,664,144
Medical - Biomedical/Gene — 6.0%
Biogen Idec, Inc.†	16,900		929,669
Gilead Sciences, Inc.†	26,700		1,271,187
Life Technologies Corp.†	7,900		401,004
			2,601,860
Medical - Drugs — 4.4%
Bristol - Myers Squibb Co.	16,275		398,900
Forest Laboratories, Inc.†	23,700		708,156
Merck & Co., Inc.	21,800		803,984
			1,911,040
Medical - Generic Drugs — 2.1%
Mylan, Inc.†	42,600		909,084
Oil & Gas Drilling — 1.3%
Diamond Offshore Drilling, Inc.	6,300		550,116
Oil Companies - Exploration & Production — 1.8%
Southwestern Energy Co.†	18,000		765,900
Oil Field Machinery & Equipment — 2.1%
Cameron International Corp.†	22,000		904,860
Pharmacy Services — 2.1%
Express Scripts, Inc.†	9,400		902,494
Retail - Apparel/Shoe — 1.3%
Ross Stores, Inc.	11,900		582,029
Retail - Auto Parts — 1.3%
O’Reilly Automotive, Inc.†	14,800		581,640
Retail - Discount — 2.2%
Dollar Tree, Inc.†	3,700		206,238
Family Dollar Stores, Inc.	23,200		765,368
			971,606
Retail - Drug Store — 1.2%
Walgreen Co.	14,300		503,932
Retail - Major Department Stores — 2.0%
TJX Cos., Inc.	20,500		853,415
Retail - Restaurants — 3.5%
McDonald’s Corp.	17,200		1,098,220
Starbucks Corp.†	18,100		414,671
			1,512,891
Savings & Loans/Thrifts — 4.0%
Hudson City Bancorp, Inc.	68,500		926,120
New York Community Bancorp, Inc.	51,800		802,382
			1,728,502
Schools — 2.4%
Apollo Group, Inc., Class A†	7,600		455,088
ITT Educational Services, Inc.†	5,400		588,816
			1,043,904
Telecommunication Equipment — 1.6%
Harris Corp.	15,600		705,432

7

VALIC Company II Capital Appreciation Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Shares/ Principal Amount			Market Value (Note 2)
COMMON STOCK (continued)
Transport - Services — 1.0%
C.H. Robinson Worldwide, Inc.		7,800		$	415,974
Web Hosting/Design — 1.5%
Equinix, Inc.†		6,900			651,843
Web Portals/ISP — 1.9%
Google, Inc., Class A†		1,600			842,880
Total Long-Term Investment Securities
(cost $39,086,180)					42,645,702
SHORT-TERM INVESTMENT SECURITIES — 1.0%
Time Deposits — 1.0%
Euro Time Deposit with State Street Bank & Trust Co. 0.01% due 03/01/10 (cost $418,000)	$	418,000			418,000
TOTAL INVESTMENTS
(cost $39,504,180)(1)		99.0	%		43,063,702
Other assets less liabilities		1.0			435,680
NET ASSETS —		100.0	%	$	43,499,382

† Non-income producing security

(1) See Note 5 for cost of investments on a tax basis.

The following is a summary of the inputs used to value the Fund’s net assets as of February 28, 2010 (see Note 2):

	Level 1 — Unadjusted Quoted Prices		Level 2 — Other Observable Inputs		Level 3 — Significant Unobservable Inputs		Total
Long-Term Investment Securities:
Common Stock:
Computers	$	3,347,988	$	—	$	—	$	3,347,988
Medical — Biomedical/Gene		2,601,860		—		—		2,601,860
Other Industries*		36,695,854		—		—		36,695,854
Short-Term Investment Securities:
Time Deposits		—		418,000		—		418,000
Total	$	42,645,702	$	418,000	$	—	$	43,063,702

* Sum of all other industries each of which individually has an aggregate market value of less than 5% of net assets.

See Notes to Financial Statements

8

VALIC Company II Conservative Growth Lifestyle Fund

PORTFOLIO PROFILE — February 28, 2010 (Unaudited)

Industry Allocation*

Fixed Income Investment Companies	61.8	%
Domestic Equity Investment Companies	26.9
International Equity Investment Companies	9.1
Real Estate Investment Companies	2.2
	100.0	%

* Calculated as a percentage of net assets

9

VALIC Company II Conservative Growth Lifestyle Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited)

Security Description	Shares		Market Value (Note 2)
AFFILIATED REGISTERED INVESTMENT COMPANIES#(1) — 100.0%
Domestic Equity Investment Companies — 26.9%
VALIC Co. I Blue Chip Growth Fund	71,591		$	626,424
VALIC Co. I Small Cap Special Values Fund	472,312			3,603,738
VALIC Co. I Stock Index Fund	196,561			4,351,872
VALIC Co. I Value Fund	224,677			1,878,303
VALIC Co. II Capital Appreciation Fund	228,418			1,941,552
VALIC Co. II Mid Cap Value Fund	270,570			3,787,974
VALIC Co. II Small Cap Value Fund	245,049			2,639,182
Total Domestic Equity Investment Companies
(cost $15,082,982)				18,829,045
Fixed Income Investment Companies — 61.8%
VALIC Co. I Government Securities Fund	294,254			3,074,960
VALIC Co. II Core Bond Fund	1,757,533			17,575,329
VALIC Co. II High Yield Bond Fund	1,518,552			10,569,125
VALIC Co. II Strategic Bond Fund	1,155,495			12,144,251
Total Fixed Income Investment Companies
(cost $40,754,669)				43,363,665
International Equity Investment Companies — 9.1%
VALIC Co. I Foreign Value Fund	342,218			2,819,873
VALIC Co. I International Equities Fund	617,029			3,572,596
Total International Equity Investment Companies
(cost $6,594,722)				6,392,469
Real Estate Investment Companies — 2.2%
VALIC Co. I Global Real Estate Fund
(cost $211,982)	211,982			1,553,826
TOTAL INVESTMENTS
(cost $62,644,355)(2)	100.0	%		70,139,005
Liabilities in excess of other assets	0.0			(19,136	)
NET ASSETS —	100.0	%	$	70,119,869

# The Conservative Growth Lifestyle Fund invests in various VALIC Company I or VALIC Company II Funds, some of which are not presented in this report. Additional information on the underlying funds including such fund’s prospectuses and shareholder reports, is available at our website, www.valic.com.

(1) See Note 3

(2) See Note 5 for cost of investments on a tax basis.

The following is a summary of the inputs used to value the Fund’s net assets as of February 28, 2010 (see Note 2):

	Level 1 — Unadjusted Quoted Prices		Level 2 — Other Observable Inputs		Level 3 — Significant Unobservable Inputs		Total
Affiliated Registered Investment Companies:
Domestic Equity Investment Companies	$	18,829,045	$	—	$	—	$	18,829,045
Fixed Income Investment Companies		43,363,665		—		—		43,363,665
International Equity Investment Companies		6,392,469		—		—		6,392,469
Real Estate Investment Companies		1,553,826		—		—		1,553,826
Total	$	70,139,005	$	—	$	—	$	70,139,005

See Notes to Financial Statements

10

VALIC Company II Core Bond Fund

PORTFOLIO PROFILE — February 28, 2010 (Unaudited)

Industry Allocation*

Federal Home Loan Mtg. Corp.	20.2	%
United States Treasury Notes	13.3
Federal National Mtg. Assoc.	10.8
Diversified Financial Services	5.9
Government National Mtg. Assoc.	4.5
Sovereign	3.6
Diversified Banking Institutions	3.5
United States Treasury Bonds	3.0
Electric — Integrated	2.3
Banks — Commercial	2.3
Telephone — Integrated	2.1
Banks — Super Regional	2.1
Oil Companies — Exploration & Production	1.8
Cable/Satellite TV	1.6
Pipelines	1.3
Special Purpose Entities	1.2
Finance — Investment Banker/Broker	1.2
Insurance — Multi-line	1.0
Electric — Generation	0.7
Insurance — Life/Health	0.7
Non-Hazardous Waste Disposal	0.6
Medical Instruments	0.6
Telecom Services	0.5
Wireless Equipment	0.5
Diversified Minerals	0.5
Banks — Money Center	0.4
Cellular Telecom	0.4
Medical — Biomedical/Gene	0.4
Food — Misc.	0.4
Medical — Hospitals	0.4
Aerospace/Defense	0.4
Transport — Air Freight	0.4
Metal — Diversified	0.4
Chemicals — Diversified	0.3
Satellite Telecom	0.3
Containers — Metal/Glass	0.3
Insurance — Mutual	0.3
Oil Companies — Integrated	0.3
Electronic Components — Semiconductors	0.3
Gas — Transportation	0.3
Steel — Producers	0.3
Finance — Mortgage Loan/Banker	0.2
Television	0.2
Transport — Equipment & Leasing	0.2
Casino Hotels	0.2
Repurchase Agreements	0.2
Computer Services	0.2
Aerospace/Defense — Equipment	0.2
Finance — Commercial	0.2
Food — Retail	0.2
Medical Products	0.2
Office Automation & Equipment	0.2
Medical — Generic Drugs	0.2
Airlines	0.2
Diversified Manufacturing Operations	0.2
Multimedia	0.2
Independent Power Producers	0.2
Transport — Services	0.2
Gas — Distribution	0.2
Funeral Services & Related Items	0.2
Banks — Fiduciary	0.2
Paper & Related Products	0.2
Food — Meat Products	0.2
Medical — Drugs	0.1
Real Estate Management/Services	0.1
Electronic Measurement Instruments	0.1
Coal	0.1
Consumer Products — Misc.	0.1
Medical — HMO	0.1

Insurance — Reinsurance	0.1
Broadcast Services/Program	0.1
Finance — Other Services	0.1
Oil Refining & Marketing	0.1
SupraNational	0.1
Retail — Restaurants	0.1
Metal — Copper	0.1
Retail — Drug Store	0.1
Savings & Loans/Thrifts	0.1
Auto — Heavy Duty Trucks	0.1
Finance — Consumer Loans	0.1
Retail — Regional Department Stores	0.1
Physicians Practice Management	0.1
Hotels/Motels	0.1
Finance — Auto Loans	0.1
Publishing — Periodicals	0.1
Retail — Toy Stores	0.1
Rubber — Tires	0.1
Rental Auto/Equipment	0.1
Decision Support Software	0.1
Photo Equipment & Supplies	0.1
Building — Residential/Commercial	0.1
Retail — Petroleum Products	0.1
Distribution/Wholesale	0.1
Cosmetics & Toiletries	0.1
Firearms & Ammunition	0.1
Chemicals — Specialty	0.1
Real Estate Investment Trusts	0.1
Agricultural Chemicals	0.1
Home Furnishings	0.1
Gambling (Non-Hotel)	0.1
	99.5	%

Credit Quality†#

Government — Agency	35.8	%
Government — Treasury	16.5
AAA	0.8
AA	2.2
A	10.5
BBB	17.5
BB	8.3
B	5.3
CCC	1.0
C	0.1
Not Rated@	2.0
	100.0	%

* Calculated as a percentage of net assets.

@ Represent debt issues that either have no rating, or the rating is unavailable from the data source.

† Source: Standard and Poors

# Calculated as percentage of total debt issues, excluding short-term securities.

11

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited)

Security Description	Principal Amount		Market Value (Note 2)
ASSET BACKED SECURITIES — 4.8%
Diversified Financial Services — 4.8%
Banc of America Commercial Mtg., Inc. Series 2006-6, Class AM 5.39% due 10/10/45(1)	$	660,000	$	550,649
Bear Stearns Commercial Mtg. Securities, Inc. Series 2005-PWR8, Class A2 4.48% due 06/11/41(1)		800,000		801,434
Bear Stearns Commercial Mtg. Securities, Inc. Series 2007-PW15, Class A2 5.21% due 02/11/44(1)		390,000		399,821
Bear Stearns Commercial Mtg. Securities, Inc. Series 2007-PW17, Class AM 5.92% due 06/11/50(1)		1,150,000		930,253
Chase Funding Mtg. Loan Asset-Backed Certs. Series 2003-6, Class 1A6 4.59% due 05/25/15		153,165		151,241
Commercial Mtg. Pass Through Certs. Series 2006-CN2A, Class A2FL 0.45% due 02/05/19*(1)(3)		1,035,000		924,969
JP Morgan Chase Commercial Mtg. Securities Corp. Series 2006-LDP9, Class AM 5.37% due 05/15/47(1)		1,330,000		969,027
LB-UBS Commercial Mtg. Trust Series 2007-C2, Class A3 5.43% due 02/15/40(1)		700,000		652,371
Morgan Stanley ABS Capital I Series 2007-HE2, Class A2A 0.27% due 01/25/37(3)		1,755,230		1,708,866
Morgan Stanley Capital I Series 2007-IQ15, Class A 5.88% due 06/11/49(1)(4)		1,500,000		1,395,926
Residential Asset Securities Corp. Series 2003-KS10, Class AI6 4.54% due 12/25/33(4)		156,198		154,302
Wells Fargo Mtg. Backed Securities Trust Series 2006-AR12, Class 2A1 6.07% due 09/25/36(4)(5)		485,729		422,439
Total Asset Backed Securities
(cost $9,483,687)				9,061,298
CONVERTIBLE BONDS & NOTES — 0.0%
Telecom Services — 0.0%
ICO North America, Inc. Senior Sec. Notes 7.50% due 08/15/09†(6)(7)(8)(9)(16)(17) (cost $28,000)		28,000		17,640
U.S. CORPORATE BONDS & NOTES — 31.2%
Aerospace/Defense — 0.4%
Lockheed Martin Corp. Senior Notes 5.50% due 11/18/39		395,000		390,407
Meccanica Holdings USA Company Guar. Notes 6.25% due 01/15/40*		220,000		217,631
Spirit Aerosystems, Inc. Company Guar. Notes 7.50% due 10/01/17*		137,000		135,630
				743,668
Aerospace/Defense - Equipment — 0.2%
United Technologies Corp. Senior Notes 5.70% due 04/15/40		418,000		425,214

Security Description	Principal Amount		Market Value (Note 2)
Agricultural Chemicals — 0.1%
Incitec Pivot Finance LLC Company Guar. Notes 6.00% due 12/10/19*	$	33,000	$	32,821
Terra Capital, Inc. Senior Notes 7.75% due 11/01/19*		62,000		69,130
				101,951
Airlines — 0.2%
Continental Airlines, Inc. Pass Through Certs. Series 2001-1, Class A-2 6.50% due 06/15/11		88,000		89,320
Delta Air Lines, Inc. Senior Sec. Notes 9.50% due 09/15/14*		160,000		162,800
United AirLines, Inc. Pass Through Certs. Series 2009-2, Class A 9.75% due 01/15/17		70,000		73,150
				325,270
Auction House/Art Dealers — 0.0%
KAR Auction Services, Inc. Company Guar. Notes 8.75% due 05/01/14		47,000		47,470
Auto - Heavy Duty Trucks — 0.1%
Navistar International Corp. Senior Notes 8.25% due 11/01/21		170,000		172,550
Auto/Truck Parts & Equipment - Original — 0.0%
ArvinMeritor, Inc. Senior Notes 8.13% due 09/15/15		84,000		76,440
Auto/Truck Parts & Equipment - Replacement — 0.0%
Allison Transmission Senior Notes 11.00% due 11/01/15*		89,000		92,338
Banks - Commercial — 0.5%
BB&T Corp. Sub. Notes 0.55% due 05/23/17(3)		217,000		197,481
KeyBank NA Sub. Notes 7.41% due 10/15/27		82,000		85,053
Wachovia Bank NA Sub. Notes 5.00% due 08/15/15		569,000		583,521
				866,055
Banks - Fiduciary — 0.2%
State Street Capital Trust IV Company Guar. Notes 1.25% due 06/15/37(3)		420,000		291,690
Banks - Money Center — 0.0%
Chase Capital III Company Guar. Notes 0.81% due 03/01/27(3)		92,000		68,135
Banks - Super Regional — 2.0%
BAC Capital Trust XIII Bank Guar. Notes 0.65% due 03/15/12(3)(10)		822,000		490,399

12

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Banks - Super Regional (continued)
BAC Capital Trust XV Bank Guar. Notes 1.06% due 06/01/56(3)	$	205,000	$	126,192
Bank of America NA Senior Sub. Notes 5.30% due 03/15/17		474,000		466,334
JPMorgan Chase Bank NA Sub. Notes 5.88% due 06/13/16		766,000		818,918
National City Corp. Senior Notes 4.90% due 01/15/15		99,000		103,959
PNC Preferred Funding Trust II Jr. Sub. Bonds 6.52% due 03/15/12*(3)(10)		250,000		187,929
SunTrust Banks, Inc. Senior Notes 6.00% due 09/11/17		190,000		192,945
USB Capital IX Company Guar. Notes 6.19% due 04/15/11(3)(10)		523,000		431,475
USB Capital XIII Trust Company Guar. Bonds 6.63% due 12/15/39		207,000		205,775
Wachovia Corp. Sub. Notes 5.63% due 10/15/16		155,000		160,442
Wells Fargo & Co. Jr. Sub. Notes 7.98% due 03/15/18(3)(10)		235,000		236,175
Wells Fargo Bank NA Sub. Notes 5.75% due 05/16/16		311,000		325,739
				3,746,282
Broadcast Services/Program — 0.1%
Nexstar Broadcasting, Inc. Company Guar. Notes 0.50% due 01/15/14*(11)(13)		191,905		149,686
Nexstar Broadcasting, Inc. Company Guar. Notes 7.00% due 01/15/14		64,000		50,240
				199,926
Building - Residential/Commercial — 0.1%
KB Home Company Guar. Notes 6.25% due 06/15/15		120,000		113,250
Cable/Satellite TV — 1.6%
CCH II LLC/CCH II Capital Corp. Senior Notes 13.50% due 11/30/16		269,160		317,945
CCO Holdings LLC/CCO Holdings Capital Corp. Senior Notes 8.75% due 11/15/13		99,000		100,485
Charter Communications Operating LLC/Charter Communications Operating Capital, Inc. Senior Notes 8.38% due 04/30/14*		383,000		388,745
Comcast Corp. Company Guar. Notes 5.70% due 05/15/18		148,000		157,208

Security Description	Principal Amount		Market Value (Note 2)
Cable/Satellite TV (continued)
Comcast Corp. Company Guar. Notes 5.90% due 03/15/16	$	550,000	$	599,582
Comcast Corp. Company Guar. Notes 6.40% due 03/01/40		440,000		447,689
COX Communications, Inc. Senior Notes 6.95% due 06/01/38*		125,000		134,256
COX Communications, Inc. Notes 7.13% due 10/01/12		156,000		174,716
CSC Holdings, Inc. Senior Notes 8.63% due 02/15/19*		105,000		113,400
DISH DBS Corp. Company Guar. Notes 7.75% due 05/31/15		54,000		56,025
Echostar DBS Corp. Company Guar. Notes 7.13% due 02/01/16		64,000		64,160
Time Warner Cable, Inc. Company Guar. Notes 5.85% due 05/01/17		526,000		565,593
				3,119,804
Casino Hotels — 0.2%
Harrah’s Operating Co., Inc. Senior Sec. Notes 11.25% due 06/01/17		164,000		170,150
MGM Mirage, Inc. Senior Sec. Notes 11.13% due 11/15/17*		187,000		201,492
Turning Stone Resort Casino Enterprise Senior Notes 9.13% due 09/15/14*		84,000		84,000
				455,642
Cellular Telecom — 0.4%
AT&T Wireless Services, Inc. Senior Notes 7.88% due 03/01/11		594,000		635,215
Cricket Communications, Inc. Company Guar. Notes 10.00% due 07/15/15		129,000		130,612
Nextel Communications, Inc. Senior Notes 7.38% due 08/01/15		91,000		83,948
				849,775
Chemicals - Diversified — 0.3%
Olin Corp. Senior Notes 8.88% due 08/15/19		134,000		142,710
Rohm & Haas Co. Notes 6.00% due 09/15/17		304,000		322,451
Union Carbide Corp. Senior Notes 7.75% due 10/01/96		240,000		202,404
				667,565

13

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Chemicals - Plastics — 0.0%
Hexion Finance Escrow LLC/Hexion Escrow Corp. Senior Sec. Notes 8.88% due 02/01/18*	$	65,000	$	61,100
Chemicals - Specialty — 0.1%
Momentive Performance Materials, Inc. Company Guar. Notes 9.75% due 12/01/14		112,000		105,560
Coal — 0.1%
Arch Coal, Inc. Senior Notes 8.75% due 08/01/16*		105,000		108,675
Drummond Co., Inc. Senior Notes 9.00% due 10/15/14*		105,000		105,000
				213,675
Commercial Services — 0.0%
Ceridian Corp. Senior Notes 11.25% due 11/15/15		65,000		62,238
Computer Services — 0.2%
Affiliated Computer Services, Inc. Senior Notes 5.20% due 06/01/15		206,000		212,695
Compucom Systems, Inc. Senior Sub. Notes 12.50% due 10/01/15*		82,000		85,280
SunGard Data Systems, Inc. Company Guar. Notes 9.13% due 08/15/13		129,000		132,064
				430,039
Consulting Services — 0.0%
FTI Consulting, Inc. Company Guar. Notes 7.75% due 10/01/16		65,000		65,163
Consumer Products - Misc. — 0.1%
American Achievement Corp. Company Guar. Notes 8.25% due 04/01/12*		210,000		206,850
Containers - Metal/Glass — 0.3%
Ball Corp. Company Guar. Notes 6.88% due 12/15/12		232,000		234,900
Ball Corp. Company Guar. Notes 7.13% due 09/01/16		176,000		182,600
Ball Corp. Company Guar. Notes 7.38% due 09/01/19		104,000		107,900
Owens-Brockway Glass Container, Inc. Company Guar. Notes 8.25% due 05/15/13		89,000		90,335
				615,735
Containers - Paper/Plastic — 0.0%
Graphic Packaging International, Inc. Company Guar. Notes 9.50% due 06/15/17		89,000		93,450

Security Description	Principal Amount		Market Value (Note 2)
Cosmetics & Toiletries — 0.1%
Revlon Consumer Products Corp. Company Guar. Notes 9.75% due 11/15/15*	$	105,000	$	107,888
Decision Support Software — 0.1%
Vangent, Inc. Company Guar. Notes 9.63% due 02/15/15		139,000		127,880
Direct Marketing — 0.0%
Affinity Group, Inc. Company Guar. Notes 9.00% due 02/15/12		120,000		84,000
Distribution/Wholesale — 0.1%
McJunkin Red Man Corp. Senior Sec. Notes 9.50% due 12/15/16*		110,000		110,275
Diversified Banking Institutions — 3.3%
Bank of America Corp. Sub. Notes 5.42% due 03/15/17		8,000		7,821
Bank of America Corp. Senior Notes 6.25% due 04/15/12		152,000		163,174
Bank of America Corp. Sub. Notes 7.25% due 10/15/25		75,000		78,173
Bank of America Corp. Jr. Sub. Notes 8.00% due 07/30/18(3)(10)		280,000		266,874
Citigroup, Inc. Sub. Notes 5.00% due 09/15/14		188,000		186,962
Citigroup, Inc. Senior Notes 5.50% due 04/11/13		211,000		220,863
Citigroup, Inc. Sub. Notes 5.50% due 02/15/17		190,000		185,326
Citigroup, Inc. Senior Notes 5.85% due 07/02/13		385,000		406,717
Citigroup, Inc. Global Sub. Notes 6.00% due 10/31/33		185,000		157,094
Citigroup, Inc. Senior Notes 6.13% due 05/15/18		152,000		152,511
Citigroup, Inc. Senior Notes 6.38% due 08/12/14		502,000		532,772
GMAC, Inc. Sub. Notes 8.00% due 12/31/18		421,000		389,425
GMAC, Inc. Company Guar. Notes 8.00% due 11/01/31		365,000		336,713
JP Morgan Chase & Co. Sub. Notes 4.89% due 09/01/15(3)		317,000		319,863
Morgan Stanley Senior Notes 5.50% due 01/26/20		190,000		186,129

14

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Diversified Banking Institutions (continued)
Morgan Stanley Senior Notes 6.00% due 04/28/15	$	1,103,000	$	1,178,192
The Goldman Sachs Group, Inc. Senior Notes 5.45% due 11/01/12		195,000		209,124
The Goldman Sachs Group, Inc. Sub. Notes 5.63% due 01/15/17		190,000		193,809
The Goldman Sachs Group, Inc. Senior Notes 5.95% due 01/18/18		260,000		272,870
The Goldman Sachs Group, Inc. Senior Notes 6.25% due 09/01/17		236,000		254,075
The Goldman Sachs Group, Inc. Sub. Notes 6.45% due 05/01/36		430,000		403,211
The Goldman Sachs Group, Inc. Sub. Notes 6.75% due 10/01/37		200,000		193,913
				6,295,611
Diversified Financial Services — 1.0%
CIT Group Funding Co. of Delaware LLC Senior Sec. Notes 10.25% due 05/01/13		17,957		18,518
CIT Group Funding Co. of Delaware LLC Senior Sec. Notes 10.25% due 05/01/14		26,938		27,712
CIT Group Funding Co. of Delaware LLC Senior Sec. Notes 10.25% due 05/01/15		26,938		27,578
CIT Group Funding Co. of Delaware LLC Senior Sec. Notes 10.25% due 05/01/16		44,895		45,905
CIT Group Funding Co. of Delaware LLC Senior Sec. Notes 10.25% due 05/01/17		210,461		215,196
Citigroup Capital XXI Company Guar. Bonds 8.30% due 12/21/57(3)		281,000		260,628
General Electric Capital Corp. Senior Notes 2.80% due 01/08/13		370,000		373,203
General Electric Capital Corp. Senior Notes 5.88% due 01/14/38		344,000		319,367
General Electric Capital Corp. Senior Notes 6.15% due 08/07/37		547,000		527,346
				1,815,453
Diversified Manufacturing Operations — 0.2%
Acuity Brands Lighting, Inc. Company Guar. Notes 6.00% due 12/15/19*		115,000		113,790
General Electric Co. Senior Notes 5.25% due 12/06/17		119,000		124,879
SPX Corp. Senior Notes 7.63% due 12/15/14		75,000		76,687
				315,356

Security Description	Principal Amount		Market Value (Note 2)
Electric - Generation — 0.7%
Allegheny Energy Supply Co., LLC Senior Notes 6.75% due 10/15/39*	$	540,000	$	531,118
Edison Mission Energy Senior Notes 7.20% due 05/15/19		317,000		222,693
The AES Corp. Senior Notes 8.00% due 10/15/17		354,000		351,787
The AES Corp. Senior Notes 8.88% due 02/15/11		238,000		246,330
				1,351,928
Electric - Integrated — 1.2%
Ameren Energy Generating Co. Senior Notes 6.30% due 04/01/20		252,000		255,870
CenterPoint Energy Houston Electric LLC General Refunding Mtg. 7.00% due 03/01/14		266,000		305,308
Dominion Resources, Inc. Senior Notes 5.25% due 08/01/33		407,000		437,811
Entergy Texas, Inc. 1st Mtg. Notes 7.13% due 02/01/19		16,000		18,121
Mirant Americas Generation LLC Senior Notes 8.50% due 10/01/21		370,000		345,950
Mirant Mid-Atlantic LLC Pass Through Certs., Series B 9.13% due 06/30/17		111,816		117,127
Pepco Holdings, Inc. Senior Notes 6.45% due 08/15/12		490,000		529,442
Southern Energy, Inc. Notes 7.90% due 07/15/09†(8)(9)		150,000		0
Texas Competitive Electric Holdings Co., LLC Company Guar. Notes, Series A 10.25% due 11/01/15		185,000		138,269
Texas Competitive Electric Holdings Co., LLC Company Guar. Notes, Series B 10.25% due 11/01/15		28,000		20,930
Trans - Allegheny Interstate Line Co. Senior Notes 4.00% due 01/15/15*		195,000		197,002
				2,365,830
Electronic Components - Misc. — 0.0%
Jabil Circuit, Inc. Senior Notes 7.75% due 07/15/16		89,000		92,115
Electronic Components - Semiconductors — 0.3%
Amkor Technology, Inc. Senior Notes 7.75% due 05/15/13		54,000		54,810
Freescale Semiconductor, Inc. Senior Sec. Notes 10.13% due 03/15/18*		57,000		58,140

15

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Electronic Components - Semiconductors (continued)
National Semiconductor Corp. Senior Notes 6.15% due 06/15/12	$	168,000	$	179,617
National Semiconductor Corp. Senior Notes 6.60% due 06/15/17		215,000		223,929
				516,496
Electronic Measurement Instruments — 0.1%
Agilent Technologies, Inc. Senior Notes 5.50% due 09/14/15		207,000		222,608
Finance - Auto Loans — 0.1%
Ford Motor Credit Co. LLC Senior Notes 7.50% due 08/01/12		154,000		154,645
Finance - Commercial — 0.2%
Textron Financial Corp. Senior Notes 5.40% due 04/28/13		410,000		416,695
Finance - Consumer Loans — 0.1%
SLM Corp. Senior Notes 5.13% due 08/27/12		174,000		169,905
Finance - Investment Banker/Broker — 1.0%
Cemex Finance LLC Senior Sec. Notes 9.50% due 12/14/16*		150,000		153,000
JPMorgan Chase Capital XXIII Ltd. Guar. Bonds 1.25% due 05/15/77(3)		103,000		73,755
Lehman Brothers Holdings Capital Trust VII Company Guar. Notes 0.00% due 05/31/12†(3)(6)(10)(12)		148,000		370
Lehman Brothers Holdings, Inc. Sub. Notes 6.75% due 12/28/17†(6)(12)		179,000		448
Lehman Brothers Holdings, Inc. Sub. Notes 7.50% due 05/11/38†(6)(12)		230,000		575
Merrill Lynch & Co., Inc. Sub. Notes 6.05% due 05/16/16		500,000		508,936
TD Ameritrade Holding Corp. Company Guar. Notes 2.95% due 12/01/12		560,000		564,974
The Bear Stearns Cos., Inc. Senior Notes 6.40% due 10/02/17		595,000		656,907
				1,958,965
Finance - Mortgage Loan/Banker — 0.2%
Countrywide Financial Corp. Sub. Notes 6.25% due 05/15/16		330,000		336,832
Firearms & Ammunition — 0.1%
Freedom Group, Inc. Senior Sec. Notes 10.25% due 08/01/15*		100,000		106,000
Food - Meat Products — 0.1%
Smithfield Foods, Inc. Senior Sec. Notes 10.00% due 07/15/14*		89,000		96,343

Security Description	Principal Amount		Market Value (Note 2)
Food - Misc. — 0.4%
Kraft Foods, Inc. Senior Notes 6.50% due 02/09/40	$	450,000	$	471,404
Kraft Foods, Inc. Senior Notes 6.75% due 02/19/14		256,000		290,755
				762,159
Food - Retail — 0.2%
Ahold Finance USA LLC Company Guar. Notes 6.88% due 05/01/29		385,000		415,670
Funeral Services & Related Items — 0.2%
Carriage Services, Inc. Senior Notes 7.88% due 01/15/15		139,000		133,787
Service Corp. International Senior Notes 8.00% due 11/15/21		164,000		163,590
				297,377
Gambling (Non-Hotel) — 0.1%
Downstream Development Authority Senior Sec. Notes 12.00% due 10/15/15*		107,000		95,230
Gas - Distribution — 0.2%
Sempra Energy Senior Notes 6.50% due 06/01/16		267,000		298,956
Gas - Transportation — 0.3%
Sabine Pass LNG LP Senior Sec. Notes 7.50% due 11/30/16		557,000		488,767
Hazardous Waste Disposal — 0.0%
Clean Harbors, Inc. Senior Sec. Notes 7.63% due 08/15/16		75,000		75,750
Home Furnishings — 0.1%
Norcraft Cos., LP/Norcraft Finance Corp. Senior Sec. Notes 10.50% due 12/15/15*		95,000		98,325
Simmons Co. Senior Disc. Notes 10.00% due 12/15/14†(6)(12)(14)		7,000		578
				98,903
Hotel/Motels — 0.1%
Starwood Hotels & Resorts Worldwide, Inc. Senior Notes 6.75% due 05/15/18		156,000		155,220
Independent Power Producers — 0.2%
Calpine Corp. Escrow Notes 8.75% due 07/15/13†(8)(9)		380,000		0
NRG Energy, Inc. Company Guar. Notes 7.38% due 02/01/16		311,000		306,724
				306,724

16

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Insurance - Life/Health — 0.7%
Jefferson-Pilot Corp. Senior Notes 4.75% due 01/30/14	$	186,000	$	189,159
Lincoln National Corp. Bonds 7.00% due 05/17/66(3)		105,000		89,649
Nationwide Financial Services, Inc. Senior Notes 5.90% due 07/01/12		256,000		269,841
Pacific LifeCorp Senior Notes 6.00% due 02/10/20*		216,000		214,244
Principal Life Income Funding Trusts Senior Sec. Notes 0.43% due 11/08/13(3)		291,000		277,851
Prudential Financial, Inc. Senior Notes 6.00% due 12/01/17		115,000		121,641
Unum Group Senior Notes 7.13% due 09/30/16		121,000		129,150
				1,291,535
Insurance - Multi-line — 0.7%
Genworth Financial, Inc. Senior Notes 4.95% due 10/01/15		240,000		218,129
Genworth Financial, Inc. Senior Notes 8.63% due 12/15/16		190,000		197,825
MetLife, Inc. Senior Notes 6.75% due 06/01/16		175,000		194,421
Metropolitan Life Global Funding I Notes 2.88% due 09/17/12*		360,000		366,104
Nationwide Mutual Insurance Co. Notes 9.38% due 08/15/39*		279,000		310,812
				1,287,291
Insurance - Mutual — 0.3%
Liberty Mutual Group, Inc. Notes 6.50% due 03/15/35*		215,000		182,779
Liberty Mutual Group, Inc. Company Guar. Notes 7.80% due 03/07/87*		441,000		377,055
				559,834
Medical Instruments — 0.6%
Boston Scientific Corp. Senior Notes 4.50% due 01/15/15		430,000		428,281
Boston Scientific Corp. Senior Notes 6.25% due 11/15/15		224,000		238,720
Boston Scientific Corp. Senior Notes 7.38% due 01/15/40		432,000		442,181
				1,109,182

Security Description	Principal Amount		Market Value (Note 2)
Medical Products — 0.2%
CareFusion Corp. Senior Notes 4.13% due 08/01/12	$	180,000	$	186,977
LVB Acquisition Holding LLC Company Guar. Notes 10.00% due 10/15/17		167,000		182,448
				369,425
Medical - Biomedical/Gene — 0.4%
Amgen, Inc. Senior Notes 5.85% due 06/01/17		350,000		388,302
Life Technologies Corp. Senior Notes 3.38% due 03/01/13		440,000		442,880
				831,182
Medical - Drugs — 0.1%
Axcan Intermediate Holdings, Inc. Senior Notes 9.25% due 03/01/15		83,000		87,565
Valeant Pharmaceuticals International Senior Notes 8.38% due 06/15/16*		185,000		191,475
				279,040
Medical - Generic Drugs — 0.2%
Watson Pharmaceuticals, Inc. Senior Notes 6.13% due 08/15/19		336,000		356,900
Medical - HMO — 0.1%
UnitedHealth Group, Inc. Senior Notes 5.25% due 03/15/11		195,000		202,373
Medical - Hospitals — 0.4%
Community Health Systems, Inc. Company Guar. Notes 8.88% due 07/15/15		251,000		259,785
HCA, Inc. Senior Notes 7.50% due 11/15/95		214,000		168,386
HCA, Inc. Senior Notes 8.50% due 04/15/19*		310,000		332,475
				760,646
Metal - Copper — 0.1%
Freeport-McMoRan Copper & Gold, Inc. Senior Notes 8.38% due 04/01/17		165,000		179,025
Multimedia — 0.2%
Time Warner Entertainment Co. LP Senior Notes 8.38% due 07/15/33		256,000		312,181
Non-Hazardous Waste Disposal — 0.6%
Allied Waste North America, Inc. Company Guar. Notes 7.13% due 05/15/16		646,000		697,680
Republic Services, Inc. Notes 6.09% due 03/15/35		75,000		72,714

17

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Non-Hazardous Waste Disposal (continued)
Waste Management, Inc. Company Guar. Notes 6.13% due 11/30/39	$	196,000	$	198,532
Waste Management, Inc. Company Guar. Notes 6.38% due 11/15/12		162,000		179,393
Waste Services, Inc. Senior Sub. Notes 9.50% due 04/15/14		75,000		77,062
				1,225,381
Office Automation & Equipment — 0.2%
Pitney Bowes, Inc. Senior Notes 5.25% due 01/15/37		351,000		368,356
Oil Companies - Exploration & Production — 1.6%
Atlas Energy Operating Co. LLC/Atlas Energy Finance Corp. Company Guar. Notes 10.75% due 02/01/18		459,000		496,868
Chesapeake Energy Corp. Senior Notes 6.63% due 01/15/16		404,000		389,860
Chesapeake Energy Corp. Senior Notes 7.25% due 12/15/18		100,000		98,500
Devon Financing Corp. ULC Company Guar. Notes 6.88% due 09/30/11		550,000		596,895
Hilcorp Energy I LP Senior Notes 7.75% due 11/01/15*		176,000		171,160
Kerr - McGee Corp. Company Guar. Notes 6.95% due 07/01/24		729,000		825,782
XTO Energy, Inc. Senior Notes 6.38% due 06/15/38		252,000		284,210
XTO Energy, Inc. Senior Notes 6.50% due 12/15/18		200,000		231,730
				3,095,005
Oil Companies - Integrated — 0.3%
ConocoPhillips Holding Co. Senior Notes 6.95% due 04/15/29		196,000		226,795
Hess Corp. Senior Notes 7.88% due 10/01/29		265,000		321,416
				548,211
Oil Refining & Marketing — 0.1%
Valero Energy Corp. Senior Notes 6.13% due 02/01/20		190,000		191,243
Paper & Related Products — 0.1%
Georgia - Pacific LLC Company Guar. Notes 7.00% due 01/15/15*		107,000		108,471
Georgia - Pacific LLC Company Guar. Notes 7.13% due 01/15/17*		25,000		25,250
				133,721

Security Description	Principal Amount		Market Value (Note 2)
Photo Equipment & Supplies — 0.1%
Eastman Kodak Co. Senior Sec. Notes 9.75% due 03/01/18*	$	118,000	$	115,640
Physicians Practice Management — 0.1%
US Oncology, Inc. Senior Sec. Notes 9.13% due 08/15/17		151,000		156,663
Pipelines — 1.3%
Copano Energy LLC Company Guar. Notes 8.13% due 03/01/16		109,000		109,818
Copano Energy LLC/Copano Energy Finance Corp. Company Guar. Notes 7.75% due 06/01/18		50,000		48,875
Dynegy - Roseton Danskammer Pass Through Certs., Series B 7.67% due 11/08/16		240,000		231,600
Enbridge Energy Partners LP Senior Notes 5.20% due 03/15/20		149,000		150,821
MarkWest Energy Partners LP/MarkWest Energy Finance Corp. Senior Notes 8.75% due 04/15/18		180,000		182,250
Plains All American Pipeline LP Senior Notes 4.25% due 09/01/12		447,000		467,819
Regency Energy Partners LP/Regency Energy Finance Corp. Company Guar. Notes 8.38% due 12/15/13		156,000		160,290
Williams Cos., Inc. Senior Notes 7.88% due 09/01/21		230,000		281,769
Williams Partners LP Bonds 6.30% due 04/15/40*		205,000		204,982
Williams Partners LP Senior Notes 7.50% due 06/15/11		583,000		621,736
				2,459,960
Printing - Commercial — 0.0%
Valassis Communications, Inc. Senior Notes 8.25% due 03/01/15		89,000		89,890
Private Corrections — 0.0%
Corrections Corp. of America Company Guar. Notes 7.75% due 06/01/17		60,000		61,500
Publishing - Periodicals — 0.1%
Nielsen Finance LLC/Nielsen Finance Co. Company Guar. Notes 11.50% due 05/01/16		135,000		150,356
The Reader’s Digest Association, Inc. Company Guar. Notes 9.00% due 02/15/17†(6)(9)(12)		120,000		396
				150,752
Real Estate Investment Trusts — 0.1%
Federal Realty Investors Trust Bonds 5.90% due 04/01/20		103,000		103,506

18

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Real Estate Management/Services — 0.1%
AMB Property LP Company Guar. Notes 6.63% due 12/01/19	$	185,000	$	189,018
CB Richard Ellis Services, Inc. Company Guar. Notes 11.63% due 06/15/17		79,000		87,098
				276,116
Recycling — 0.0%
Aleris International, Inc. Company Guar. Notes 9.00% due 12/15/14†(6)(7)(12)		100,000		760
Rental Auto/Equipment — 0.1%
RSC Equipment Rental, Inc. Notes 9.50% due 12/01/14		67,000		64,823
United Rentals North America, Inc. Company Guar. Notes 7.75% due 11/15/13		80,000		74,600
				139,423
Retail - Drug Store — 0.1%
CVS Pass-Through Trust Pass Through Certs. 7.51% due 01/10/32*		163,842		178,102
Retail - Petroleum Products — 0.1%
Inergy LP/Inergy Finance Corp. Company Guar. Notes 8.25% due 03/01/16		110,000		111,375
Retail - Regional Department Stores — 0.1%
JC Penney Corp., Inc. Senior Notes 6.38% due 10/15/36		125,000		112,812
Macy’s Retail Holdings, Inc. Company Guar. Notes 6.65% due 07/15/24		53,000		49,025
				161,837
Retail - Restaurants — 0.1%
Brinker International, Inc. Senior Notes 5.75% due 06/01/14		89,000		91,551
Wendy’s/Arby’s Restaurants LLC Company Guar. Notes 10.00% due 07/15/16		89,000		95,452
				187,003
Retail - Toy Stores — 0.1%
Toys R Us Property Co. LLC Senior Sec. Notes 8.50% due 12/01/17*		142,000		143,420
Rubber - Tires — 0.1%
The Goodyear Tire & Rubber Co. Senior Notes 9.00% due 07/01/15		139,000		143,344
Satellite Telecom — 0.0%
Intelsat Corp. Senior Notes 9.25% due 06/15/16		25,000		25,875

Security Description	Principal Amount		Market Value (Note 2)
Savings & Loans/Thrifts — 0.1%
Amsouth Bank NA Sub. Notes 4.85% due 04/01/13	$	185,000	$	177,921
Special Purpose Entities — 0.5%
Capital One Capital VI Company Guar. Notes 8.88% due 05/15/40		424,000		449,828
Chukchansi Economic Development Authority Senior Notes 8.00% due 11/15/13*		82,000		66,420
TECO Finance, Inc. Company Guar. Notes 6.57% due 11/01/17		124,000		131,865
Teco Finance, Inc. Company Guar. Notes 7.00% due 05/01/12		208,000		225,884
The Goldman Sachs Capital III Company Guar. Notes 1.03% due 09/01/12(3)(10)		156,000		104,130
				978,127
Steel - Producers — 0.2%
AK Steel Corp. Company Guar. Notes 7.75% due 06/15/12		107,000		107,134
Steel Dynamics, Inc. Company Guar. Notes 6.75% due 04/01/15		75,000		72,375
Steel Dynamics, Inc. Senior Notes 7.75% due 04/15/16		117,000		117,292
				296,801
Storage/Warehousing — 0.0%
Mobile Mini, Inc. Company Guar. Notes 9.75% due 08/01/14		89,000		91,225
Telecom Services — 0.5%
Clearwire Communications LLC/Clearwire Finance, Inc. Senior Sec. Notes 12.00% due 12/01/15*		190,000		185,725
Qwest Corp. Senior Notes 7.50% due 10/01/14		135,000		143,775
Qwest Corp. Senior Notes 8.88% due 03/15/12		652,000		706,605
				1,036,105
Telephone - Integrated — 1.1%
AT&T, Inc. Senior Notes 5.63% due 06/15/16		155,000		170,279
CenturyTel, Inc. Senior Notes 7.60% due 09/15/39		843,000		860,015
Cincinnati Bell, Inc. Company Guar. Notes 7.00% due 02/15/15		22,000		21,120
Citizens Communications Co. Senior Notes 9.00% due 08/15/31		179,000		173,630

19

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Telephone - Integrated (continued)
Qwest Communications International, Inc. Company Guar. Notes 8.00% due 10/01/15*	$	173,000	$	179,055
Sprint Capital Corp. Company Guar. Notes 6.88% due 11/15/28		267,000		202,253
Sprint Capital Corp. Company Guar. Notes 8.75% due 03/15/32		148,000		130,610
Verizon Pennsylvania, Inc. Senior Notes 8.35% due 12/15/30		212,000		239,779
Verizon Virginia, Inc. Senior Notes 4.63% due 03/15/13		155,000		163,767
				2,140,508
Television — 0.2%
Allbritton Communications Co. Senior Sub. Notes 7.75% due 12/15/12		40,000		39,650
CBS Corp. Company Guar. Notes 7.88% due 07/30/30		398,000		427,353
Paxson Communications Corp. Senior Sec. Notes 0.00% due 01/15/13†*(3)(6)(7)(12)		226,373		2,547
Young Broadcasting, Inc. Company Guar. Notes 10.00% due 03/01/11†(6)(12)		105,000		735
				470,285
Theaters — 0.0%
Marquee Holdings, Inc. Senior Disc. Notes 9.51% due 08/15/14(14)		55,000		46,338
Transactional Software — 0.0%
Open Solutions, Inc. Company Guar. Notes 9.75% due 02/01/15*		10,000		8,400
Transport - Air Freight — 0.4%
Atlas Air, Inc. Pass Through Certs. Series 1991-1, Class A-1 7.20% due 01/02/19		241,939		208,067
Atlas Air, Inc. Pass Through Certs. Series 1991-1, Class B 7.63% due 01/02/15		361,362		303,544
Atlas Air, Inc. Pass Through Certs. Series 2000-1, Class A 8.71% due 01/02/19		204,373		190,067
				701,678
Transport - Equipment & Leasing — 0.2%
GATX Corp. Notes 4.75% due 10/01/12		257,000		267,125
GATX Corp. Senior Notes 4.75% due 05/15/15		190,000		190,444
				457,569

Security Description	Principal Amount		Market Value (Note 2)
Transport - Services — 0.2%
PHI, Inc. Company Guar. Notes 7.13% due 04/15/13	$	315,000	$	303,975
Web Hosting/Design — 0.0%
Equinix, Inc. Senior Notes 8.13% due 03/01/18		75,000		75,000
Wireless Equipment — 0.5%
Motorola, Inc. Senior Notes 5.38% due 11/15/12		467,000		496,588
Motorola, Inc. Senior Notes 6.00% due 11/15/17		220,000		228,303
Motorola, Inc. Debentures 6.50% due 09/01/25		264,000		258,236
				983,127
Total U.S. Corporate Bonds & Notes
(cost $58,682,812)				59,229,172
FOREIGN CORPORATE BONDS & NOTES — 7.1%
Banks - Commercial — 1.6%
ANZ National International, Ltd. Company Guar. Notes 2.38% due 12/21/12*		300,000		301,581
ANZ National International, Ltd. Company Guar. Notes 6.20% due 07/19/13*		314,000		345,813
Barclays Bank PLC Jr. Sub. Bonds 5.93% due 06/15/16*(3)(10)		390,000		319,800
Groupe BPCE Notes 4.15% due 06/30/10(3)(10)		132,000		87,127
National Australia Bank, Ltd. Senior Notes 2.50% due 01/08/13*		393,000		394,382
Nordea Bank AB Bonds 8.38% due 03/25/15(3)(10)		164,000		172,610
Nordea Bank AB Senior Notes 2.50% due 11/13/12*		290,000		292,517
Nordea Bank AB Senior Notes 4.88% due 01/27/20*		201,000		200,011
Westpac Banking Corp. Sub. Notes 0.84% due 09/30/10(3)(10)		820,000		500,200
Westpac Securities NZ, Ltd. Company Guar. Notes 2.63% due 01/28/13*		409,000		410,764
				3,024,805
Banks - Money Center — 0.4%
Bank of Scotland PLC Senior Sub. Notes 0.69% due 05/28/10(3)(10)		590,000		283,200
KBC Internationale Financieringsmaatschappij NV Bank Guar. Notes 8.50% due 02/07/25(2)		205,000		164,000

20

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount		Market Value (Note 2)
FOREIGN CORPORATE BONDS & NOTES (continued)
Banks - Money Center (continued)
Lloyds TSB Bank PLC Bank Guar. Notes 4.38% due 01/12/15*	$	186,000	$	182,893
Lloyds TSB Bank PLC Bank Guar. Notes 5.80% due 01/13/20*		185,000		179,016
				809,109
Diversified Banking Institutions — 0.2%
Credit Agricole SA Jr. Sub. Bonds 6.64% due 05/31/17*(3)(10)		350,000		290,500
Natixis Sub. Notes 0.50% due 01/15/19(3)		150,000		131,521
				422,021
Diversified Minerals — 0.5%
BHP Billiton Finance USA, Ltd. Company Guar. Notes 6.42% due 03/01/26		400,000		446,578
Rio Tinto Finance USA, Ltd. Company Guar. Notes 5.88% due 07/15/13		269,000		295,835
Teck Resources, Ltd. Senior Sec. Notes 10.25% due 05/15/16		139,000		165,757
				908,170
Electric - Integrated — 1.1%
EDF SA Senior Notes 5.60% due 01/27/40*		438,000		423,917
Electricite de France Notes 5.50% due 01/26/14*		210,000		231,011
Enel Finance International SA Company Guar. Notes 3.88% due 10/07/14*		542,000		553,014
Enel Finance International SA Company Guar. Notes 5.13% due 10/07/19*		252,000		252,594
Enel Finance International SA Company Guar. Notes 6.00% due 10/07/39*		435,000		421,523
TransAlta Corp. Senior Notes 4.75% due 01/15/15		288,000		298,188
				2,180,247
Electronic Components - Misc. — 0.0%
Flextronics International, Ltd. Senior Sub. Notes 6.25% due 11/15/14		50,000		49,875
Finance - Other Services — 0.1%
Iberdrola Finance Ireland, Ltd. Company Guar. Notes 5.00% due 09/11/19*		198,000		196,327
Food - Meat Products — 0.1%
JBS SA Company Guar. Notes 9.38% due 02/07/11		100,000		103,875

Security Description	Principal Amount		Market Value (Note 2)
Insurance - Multi-line — 0.3%
Aegon NV Sub. Notes 3.92% due 07/15/14(3)(10)	$	104,000	$	60,871
XL Capital, Ltd. Senior Notes 5.25% due 09/15/14		297,000		307,077
XL Capital, Ltd. Senior Notes 6.38% due 11/15/24		194,000		188,843
				556,791
Insurance - Reinsurance — 0.1%
Validus Holdings, Ltd. Senior Notes 8.88% due 01/26/40		200,000		201,967
Metal - Diversified — 0.4%
Falconbridge, Ltd. Senior Notes 7.35% due 06/05/12		252,000		278,242
Inco, Ltd. Senior Notes 7.75% due 05/15/12		185,000		202,878
Noranda, Inc. Notes 6.00% due 10/15/15		200,000		215,833
				696,953
Oil Companies - Exploration & Production — 0.2%
Nexen, Inc. Senior Notes 5.88% due 03/10/35		206,000		196,537
OPTI Canada, Inc. Senior Sec. Notes 7.88% due 12/15/14		219,000		192,720
OPTI Canada, Inc. Senior Notes 8.25% due 12/15/14		10,000		8,900
				398,157
Paper & Related Products — 0.1%
PE Paper Escrow GmbH Senior Sec. Notes 12.00% due 08/01/14*		89,000		95,360
Printing - Commercial — 0.0%
Quebecor World Capital Corp. Escrow Notes 6.50% due 03/15/16†(8)(9)		165,000		0
Satellite Telecom — 0.3%
Intelsat Intermediate Holding Co., Ltd. Company Guar. Bonds 9.50% due 02/01/15(14)		428,000		441,910
Intelsat Subsidiary Holding Co., Ltd. Company Guar. Notes 8.88% due 01/15/15		159,000		162,180
				604,090
Special Purpose Entities — 0.5%
Aries Vermoegensverwaltungs GmbH Sec. Notes 9.60% due 10/25/14		500,000		632,505
SMFG Preferred Capital, Ltd. Sub. Notes 6.08% due 01/25/17*(3)(10)		272,000		252,688
				885,193

21

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount		Market Value (Note 2)
FOREIGN CORPORATE BONDS & NOTES (continued)
Steel - Producers — 0.1%
Essar Steel Algoma, Inc. Senior Sec. Notes 9.38% due 03/15/15*	$	165,000	$	162,525
SupraNational — 0.1%
Asian Development Bank Bonds 5.82% due 06/16/28		176,000		189,194
Telephone - Integrated — 1.0%
Telecom Italia Capital SA Company Guar. Notes 4.95% due 09/30/14		607,000		633,633
Telecom Italia Capital SA Company Guar. Bonds 5.25% due 10/01/15		606,000		636,007
Telecom Italia Capital SA Company Guar. Bonds 7.72% due 06/04/38		210,000		233,253
Telefonica Emisiones SAU Company Guar. Notes 5.98% due 06/20/11		200,000		211,164
Telefonos de Mexico SAB de CV Senior Notes 5.50% due 01/27/15		207,000		221,225
				1,935,282
Total Foreign Corporate Bonds & Notes
(cost $13,106,146)				13,419,941
FOREIGN GOVERNMENT AGENCIES — 3.6%
Sovereign — 3.6%
Federal Republic of Brazil Bonds 5.63% due 01/07/41		800,000		746,000
Republic of Argentina Bonds 8.28% due 12/31/33		380,671		248,388
Republic of Colombia Bonds 6.13% due 01/18/41		400,000		374,000
Republic of Indonesia Bonds 6.63% due 02/17/37		850,000		833,974
Republic of the Philippines Bonds 6.38% due 10/23/34		1,000,000		948,750
Republic of Turkey Senior Bonds 11.88% due 01/15/30		650,000		1,028,625
Republic of Venezuela Bonds 9.25% due 09/15/27		1,410,000		1,053,975
Russian Federation Senior Bonds 7.50% due 03/31/30(13)		752,000		852,091
United Mexican States Notes 5.95% due 03/19/19		800,000		856,000
United Mexican States Notes 6.75% due 09/27/34		2,000		2,145
Total Foreign Government Agencies
(cost $7,184,471)				6,943,948

Security Description	Principal Amount		Market Value (Note 2)
U.S. GOVERNMENT AGENCIES — 35.5%
Federal Home Loan Mtg. Corp. — 20.2%
4.50% due 11/01/18	$	327,889	$	346,418
4.50% due 02/01/19		354,367		373,839
4.50% due 01/01/39		1,105,949		1,121,896
5.00% due 03/01/19		140,714		149,805
5.00% due 10/01/33		46,352		48,390
5.00% due 06/01/34		893,725		932,187
5.00% due 12/01/34		315,385		328,958
5.00% due 07/01/35		451,124		470,115
5.00% due 08/01/35		1,043,495		1,087,424
5.00% due 10/01/35		704,240		733,887
5.00% due 11/01/35		655,002		682,577
5.00% due 11/01/36		381,668		397,319
5.00% due 01/01/37		409,694		426,494
5.00% due 11/01/37		1,526,194		1,588,689
5.00% due 03/01/38		785,530		817,696
5.00% due 10/01/39		1,391,668		1,448,516
5.48% due 03/01/36(3)		285,348		298,079
5.50% due 11/01/18		151,258		162,964
5.50% due 10/01/33		406,612		431,522
5.50% due 07/01/34		277,443		294,266
5.50% due 02/01/35		462,905		490,540
5.50% due 07/01/35		12,410		13,151
5.50% due 05/01/37		985,499		1,043,199
5.50% due 09/01/37		1,427,376		1,510,946
5.50% due 10/01/37		5,732,592		6,068,228
5.50% due 07/01/38		287,259		304,078
5.79% due 01/01/37(3)		659,386		687,606
5.93% due 10/01/36(3)		2,132,131		2,214,668
6.00% due 07/01/35		390,830		420,832
6.00% due 12/01/36		425,748		456,701
6.00% due 08/01/37		2,648,640		2,837,888
6.50% due 12/01/32		435,831		477,390
6.50% due 02/01/36		145,640		158,072
6.50% due 09/01/36		4,688		5,077
6.50% due 05/01/37		638,653		690,772
6.50% due 11/01/37		1,687,369		1,825,071
7.00% due 11/01/16		18,895		20,481
7.00% due 07/01/32		47,844		52,686
7.50% due 12/01/30		5,857		6,616
7.50% due 04/01/31		47,722		53,872
8.00% due 02/01/30		4,970		5,722
8.00% due 07/01/30		1,316		1,515
Federal Home Loan Mtg. Corp. REMIC Series 3102, Class PG 5.00% due 11/15/28		779,000		825,275
Series 3317, Class PD 5.00% due 09/15/31		1,000,000		1,062,890
Series 3116, Class PD 5.00% due 10/15/34		3,355,000		3,552,707
Series 3349, Class HB 5.50% due 06/15/31		1,338,000		1,425,588
				38,352,612
Federal National Mtg. Assoc. — 10.8%
2.13% due 01/25/13		333,000		336,285
4.50% due 12/01/39		2,992,042		3,034,886
4.50% due 06/01/18		79,216		83,410
4.50% due 01/01/25		1,968,096		2,051,945
4.50% due 01/01/40		1,219,374		1,236,263
4.50% due 02/01/40		2,996,760		3,038,266
4.75% due 10/01/35(3)		197,683		206,952
5.00% due 03/15/16		248,000		275,840
5.00% due 09/01/18		29,288		31,165

22

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. GOVERNMENT AGENCIES (continued)
Federal National Mtg. Assoc. (continued)
5.00% due 10/01/18	$	27,377	$	29,132
5.00% due 02/01/20		46,535		49,489
5.00% due 06/01/22		1,306,633		1,379,374
5.00% due 10/01/24		951,685		1,004,370
5.00% due 03/01/37		326,764		339,429
5.00% due 06/01/37		107,683		111,857
5.00% due 07/01/37		643,291		668,225
5.50% due 10/01/17		56,103		60,304
5.50% due 05/01/18		56,657		60,971
5.50% due 11/01/19		52,902		56,930
5.50% due 11/01/22		326,716		348,580
5.50% due 12/01/33		334,816		354,438
5.50% due 05/01/34		170,616		180,614
5.50% due 12/01/35		66,726		70,449
5.50% due 02/01/36(3)		456,534		472,959
5.50% due 11/01/36		547,634		577,503
6.00% due 09/01/16		80,153		86,414
6.00% due 12/01/16		18,898		20,374
6.00% due 12/01/33		352,493		378,670
6.00% due 07/01/34		302,952		326,667
6.00% due 10/01/36		989,199		1,052,460
6.00% due 10/01/37		570,248		605,648
6.50% due 02/01/17		32,539		35,440
6.50% due 03/01/17		39,139		42,630
6.50% due 04/01/29		44,310		48,107
6.50% due 06/01/29		108,647		117,954
6.50% due 07/01/32		43,362		47,077
6.50% due 02/01/37		802,434		858,890
7.00% due 09/01/31		106,375		118,159
Federal National Mtg. Assoc. REMIC Series 2005-12, Class BE 5.00% due 11/25/30		600,000		636,529
				20,434,655
Government National Mtg. Assoc. — 4.5%
4.50% due 05/15/39		1,941,763		1,979,515
5.00% due 05/15/34		1,144,408		1,200,722
5.50% due 12/15/39		2,686,884		2,848,037
6.00% due 10/15/39		2,388,369		2,550,596
6.50% due 06/15/29		12,086		13,264
7.00% due 09/15/28		12,854		14,345
				8,606,479
Total U.S. Government Agencies
(cost $65,034,457)				67,393,746
U.S. GOVERNMENT TREASURIES — 16.3%
United States Treasury Bonds — 3.0%
3.50% due 02/15/39		1,805,000		1,506,047
4.25% due 05/15/39		402,000		383,910
4.38% due 02/15/38		674,000		660,520
4.38% due 11/15/39		386,000		376,230
4.50% due 05/15/38		588,000		587,908
4.50% due 08/15/39		1,401,000		1,394,652
5.25% due 11/15/28		559,000		621,189
8.13% due 08/15/19		158,000		216,250
				5,746,706
United States Treasury Notes — 13.3%
0.88% due 03/31/11		600,000		603,281
1.00% due 07/31/11		2,000,000		2,014,610
1.13% due 12/15/11		4,000,000		4,031,248
1.13% due 01/15/12		750,000		755,215
2.25% due 05/31/14		26,000		26,325

Security Description	Shares/ Principal Amount		Market Value (Note 2)
United States Treasury Notes (continued)
2.38% due 09/30/14	$	141,000	$	142,707
2.63% due 06/30/14		1,001,000		1,027,589
2.63% due 02/29/16		2,750,000		2,737,969
2.75% due 02/15/19		760,000		716,953
3.13% due 05/15/19		262,000		253,751
3.38% due 11/15/19		1,099,000		1,079,853
3.63% due 08/15/19		78,000		78,390
3.75% due 11/15/18		505,000		516,836
3.88% due 05/15/18		10,000,000		10,391,410
4.25% due 08/15/15		750,000		819,375
				25,195,512
Total U.S. Government Treasuries
(cost $31,163,974)				30,942,218
COMMON STOCK — 0.0%
Independent Power Producers — 0.0%
Mirant Corp.†		186		2,340
Printing - Commercial — 0.0%
World Color Press, Inc.†		95		1,045
Total Common Stock
(cost $0)				3,385
PREFERRED STOCK — 0.8%
Banks - Commercial — 0.2%
CoBank ACB 11.00%*		7,302		394,993
Banks - Super Regional — 0.1%
Wachovia Capital Trust IX 6.38%		10,650		243,672
Diversified Financial Services — 0.1%
General Electric Capital Corp. 4.50%(14)		6,441		160,703
Finance - Mortgage Loan/Banker — 0.2%
Countrywide Capital V 7.00%		11,844		256,422
Federal Home Loan Mtg. Corp. 0.00%(3)		6,900		7,866
				264,288
Special Purpose Entity — 0.2%
Structured Repackaged Asset-Backed Trust Securities 3.00%(3)		21,200		439,052
Total Preferred Stock
(cost $1,659,458)				1,502,708
WARRANTS — 0.0%
Printing - Commercial — 0.0%
World Color Press, Inc. Expires 07/20/14 (strike price $13.00)†		54		284
World Color Press, Inc. Expires 07/20/14 (strike price $16.30)†		54		205
Total Warrants
(cost $0)				489
Total Long-Term Investment Securities
(cost $186,343,005)				188,514,545

23

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount			Market Value (Note 2)
REPURCHASE AGREEMENT — 0.2%
Agreement with State Street Bank & Trust Co., bearing interest at 0.01%, dated 02/26/10, to be repurchased 03/01/10 in the amount of $437,000 and collateralized by $455,000 of United States Treasury Bills, bearing interest at 0.17% due 06/17/10 and having an approximate value of $454,818 (cost $437,000)	$	437,000		$	437,000
TOTAL INVESTMENTS
(cost $186,780,005)(15)		99.5	%		188,951,545
Other assets less liabilities		0.5			1,044,648
NET ASSETS —		100.0	%	$	189,996,193

* Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. The Fund has no right to demand registration of these securities. At February 28, 2010, the aggregate value of these securities was $14,394,188 representing 7.6% of net assets. Unless otherwise indicated these securities are not considered to be illiquid.

† Non-income producing security

(1) Commercial Mortgage Backed Security

(2) Variable Rate Security — the rate reflected is as of February 28, 2010, maturity date reflects next reset date.

(3) Floating rate security where the rate fluctuates. The rate moves up or down at each reset date. The rate reflected is as of February 28, 2010.

(4) Variable Rate Security — the rate reflected is as of February 28, 2010, maturity date reflects the stated maturity date.

(5) Collateralized Mortgage Obligation

(6) Company has filed for Chapter 11 bankruptcy protection.

(7) Income may be received in cash or additional bonds at the discretion of the issuer.

(8) Illiquid security. At February 28, 2010, the aggregate value of these securities was $17,640 representing 0.0% of net assets.

(9) Fair valued security. Securities are classified as Level 3 based on the securities valuation inputs; see Note 2.

(10) Perpetual maturity — maturity date reflects the next call date.

(11) PIK (“Payment-in-Kind”) security. Bond or preferred stock that pays interest/dividends in the form of additional bonds or preferred stocks.

(12) Bond in default

(13) “Step-up” security where the rate increases (“step-up”) at a predetermined rate. Rate shown reflects the stated rate.

(14) “Step-up” security where the rate increases (“steps-up”) at a predetermined rate. Rate shown reflects the increased rate.

(15) See Note 5 for cost of investments on a tax basis.

(16) Denotes a restricted security that: (a) cannot be offered for public sale without first being registered, or being able to take advantage of an exemption from registration, under the Securities Act of 1933, as amended (the “1933 Act”); (b) is subject to a contractual restriction on public sales; or (c) is otherwise subject to a restriction on sales by operation of applicable law. Restricted securities are valued pursuant to Note 2. Certain restricted securities held by the Fund may not be sold except in exempt transactions or in a public offering registered under the 1933 Act. The Fund has no right to demand registration of these securities. The risk of investing in certain restricted securities is greater than the risk of investing in the securities of widely held, publicly traded companies. To the extent applicable, lack of a secondary market and resale restrictions may result in the inability of a Fund to sell a security at a fair price and may substantially delay the sale of the security. In addition, certain restricted securities may exhibit greater price volatility than securities for which secondary markets exist. As of February 28, 2010, the Core Bond Fund held the following restricted securities:

Name	Acquisition Date	Principal Amount		Acquisition Cost		Market Value		Value Per Share		% of Net Assets
ICO North America, Inc. Senior Sec. Notes 7.50% due 08/15/09	08/11/05	$	25,000	$	25,000
	02/15/08		1,000		1,000
	09/11/08		1,000		1,000
	02/15/09		1,000		1,000
		$	28,000	$	28,000	$	17,640	$	63.00	0.00	%

(17) Bond in default and did not pay principal maturity.

REMIC—Real Estate Mortgage Investment Conduit

The following is a summary of the inputs used to value the Fund’s net assets as of February 28, 2010 (see Note 2):

	Level 1 — Unadjusted Quoted Prices		Level 2 — Other Observable Inputs		Level 3 — Significant Unobservable Inputs		Total
Long-Term Investment Securities:
Asset Backed Securities	$	—	$	9,061,298	$	—	$	9,061,298
Convertible Bonds & Notes		—		—		17,640		17,640
U.S. Corporate Bonds & Notes		—		58,437,778		791,394		59,229,172
Foreign Corporate Bonds & Notes		—		13,419,941		0		13,419,941
Foreign Government Agencies		—		6,943,948		—		6,943,948
U.S. Government Agencies		—		67,393,746		—		67,393,746
U.S. Government Treasuries		—		30,942,218		—		30,942,218
Common Stock		3,385		—		—		3,385
Preferred Stock		1,107,715		394,993		—		1,502,708
Warrants		489						489
Repurchase Agreement				437,000				437,000
Total	$	1,111,589	$	187,030,922	$	809,034	$	188,951,545

The following is a reconciliation of Level 3 assets which significant unobservable

inputs were used to determine fair value:

	Convertible Bonds & Notes		U.S. Corporate Bonds & Notes		Foreign Corporate Bonds & Notes
Balance as of 8/31/2009	$	9,800	$	612,651	$	—
Accrued discounts/premiums		—		1,079		—
Realized gain (loss)		—		22,611		—
Change in unrealized appreciation (depreciation)		7,840		142,601		—
Net purchases (sales)		—		9,602		0
Transfers in and/or out of Level 3		—		2,850		—
Balance as of 2/28/2010	$	17,640	$	791,394	$	0

See Notes to Financial Statements

24

VALIC Company II High Yield Bond Fund

PORTFOLIO PROFILE — February 28, 2010 (Unaudited)

Industry Allocation*

Medical — Hospitals	4.5	%
Auto/Truck Parts & Equipment — Original	3.6
Diversified Banking Institutions	3.3
Oil Companies — Exploration & Production	3.0
Diversified Financial Services	2.9
Computer Services	2.9
Cable/Satellite TV	2.7
Repurchase Agreements	2.5
Electric — Integrated	2.4
Banks — Commercial	2.3
Auto — Cars/Light Trucks	2.3
Telephone — Integrated	2.3
Finance — Auto Loans	2.2
Special Purpose Entities	2.2
Telecom Services	2.1
Pipelines	2.1
Electric — Generation	2.0
Data Processing/Management	1.8
Broadcast Services/Program	1.7
Diversified Manufacturing Operations	1.7
Theaters	1.7
Banks — Super Regional	1.6
Casino Services	1.6
Independent Power Producers	1.5
Medical — Drugs	1.5
Satellite Telecom	1.4
Transport — Marine	1.4
Chemicals — Specialty	1.4
Cellular Telecom	1.4
Paper & Related Products	1.3
Rental Auto/Equipment	1.2
Casino Hotels	1.2
Oil-Field Services	1.2
Telecommunication Equipment	1.2
Retail — Regional Department Stores	1.1
Retail — Drug Store	1.1
Web Hosting/Design	1.1
Medical Products	1.0
Food — Meat Products	1.0
Auto/Truck Parts & Equipment — Replacement	0.9
Electronic Components — Semiconductors	0.9
Funeral Services & Related Items	0.9
Tobacco	0.9
Containers — Paper/Plastic	0.8
Publishing — Periodicals	0.7
Diagnostic Kits	0.7
Diversified Operations/Commercial Services	0.7
Finance — Investment Banker/Broker	0.7
Computers — Memory Devices	0.7
Diversified Minerals	0.7
Machinery — General Industrial	0.7
Transactional Software	0.6
Banks — Money Center	0.6
Airlines	0.6
Insurance — Multi-line	0.6
Rubber — Tires	0.6
Retail — Apparel/Shoe	0.6
Semiconductor Equipment	0.5
Machinery — Farming	0.5
Storage/Warehousing	0.5
Real Estate Investment Trusts	0.5
Athletic Equipment	0.5
Chemicals — Plastics	0.5
Metal — Diversified	0.5
Energy — Alternate Sources	0.5
Metal — Aluminum	0.4
Building Products — Air & Heating	0.4
Television	0.4
Electronics — Military	0.4

Commercial Services	0.4
Beverages — Wine/Spirits	0.3
Advertising Services	0.3
Oil & Gas Drilling	0.3
Direct Marketing	0.3
Office Supplies & Forms	0.3
Retail — Arts & Crafts	0.3
Distribution/Wholesale	0.3
Containers — Metal/Glass	0.3
Printing — Commercial	0.2
Transport — Services	0.2
Medical — Biomedical/Gene	0.2
Consumer Products — Misc.	0.2
Multimedia	0.2
Firearms & Ammunition	0.2
Building & Construction — Misc.	0.1
Hazardous Waste Disposal	0.1
Agricultural Chemicals	0.1
Food — Retail	0.1
Coal	0.1
E-Commerce/Services	0.1
Beverages — Non-alcoholic	0.1
Diversified Operations	0.1
Gas — Distribution	0.1
Specified Purpose Acquisitions	0.1
Building & Construction Products — Misc.	0.1
Food — Misc.	0.1
	99.1	%
Credit Quality†#
A	3.0	%
BBB	1.0
BB	27.7
B	45.5
CCC	15.8
C	0.3
Below C	0.2
Not Rated@	6.5
	100.0	%

* Calculated as a percentage of net assets

@ Represents debt issues that either have no rating, or the rating is unavailable from source.

† Source Standard and Poors

# Calculated as percentage of total debt issues, excluding short-term securities.

25

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited)

Security Description	Principal Amount		Market Value (Note 2)
CONVERTIBLE BONDS & NOTES — 0.7%
Auto - Cars/Light Trucks — 0.7%
Ford Motor Co. Senior Notes 4.25% due 11/15/16
Total Convertible Bonds & Notes
(cost $1,051,000)	$	1,051,000	$	1,492,420
U.S. CORPORATE BONDS & NOTES — 80.8%
Advertising Services — 0.3%
Visant Holding Corp. Senior Notes 8.75% due 12/01/13		85,000		86,275
Visant Holding Corp. Senior Notes 10.25% due 12/01/13(1)		640,000		657,600
				743,875
Agricultural Chemicals — 0.1%
Terra Capital, Inc. Senior Notes 7.75% due 11/01/19*		250,000		278,750
Airlines — 0.6%
American Airlines, Inc. Pass Through Certs. Series 2001-2, Class A-2 7.86% due 04/01/13		506,000		509,795
Continental Airlines, Inc. Senior Notes 4.50% due 01/15/15		500,000		609,375
Continental Airlines, Inc. Pass Through Certs. Series 1991, Class A 6.55% due 02/02/19		308,619		309,391
				1,428,561
Athletic Equipment — 0.5%
Easton - Bell Sports, Inc. Senior Sec. Notes 9.75% due 12/01/16*		1,075,000		1,115,313
Auto - Cars/Light Trucks — 1.7%
Ford Motor Co. Notes 7.45% due 07/16/31		4,325,000		3,800,594
Auto/Truck Parts & Equipment - Original — 2.3%
Accuride Corp. Company Guar. Notes 7.50% due 06/26/20†		481,045		481,045
ArvinMeritor, Inc. Senior Notes 8.13% due 09/15/15		1,150,000		1,046,500
ArvinMeritor, Inc. Company Guar. Notes 10.63% due 03/15/18		1,095,000		1,073,363
Cooper - Standard Automotive, Inc. Company Guar. Notes 8.38% due 12/15/14†(4)(5)		720,000		360,000
Tenneco, Inc. Company Guar. Notes 8.13% due 11/15/15		120,000		118,800
Tenneco, Inc. Company Guar. Notes 8.63% due 11/15/14		530,000		520,725

Security Description	Principal Amount		Market Value (Note 2)
Auto/Truck Parts & Equipment - Original (continued)
TRW Automotive, Inc. Company Guar. Notes 7.00% due 03/15/14*	$	750,000	$	716,250
TRW Automotive, Inc. Company Guar. Notes 7.25% due 03/15/17*		925,000		874,125
				5,190,808
Auto/Truck Parts & Equipment - Replacement — 0.9%
Affinia Group, Inc. Company Guar. Notes 9.00% due 11/30/14		1,125,000		1,098,281
Affinia Group, Inc. Senior Sec. Notes 10.75% due 08/15/16*		910,000		987,350
Exide Corp. Notes 10.00% due 04/15/05†(2)(3)		300,000		0
				2,085,631
Banks - Commercial — 1.9%
CIT Group, Inc. Senior Sec. Notes 7.00% due 05/01/13		300,906		284,356
CIT Group, Inc. Senior Sec. Notes 7.00% due 05/01/14		451,360		412,995
CIT Group, Inc. Senior Sec. Notes 7.00% due 05/01/15		451,360		409,609
CIT Group, Inc. Senior Sec. Notes 7.00% due 05/01/16		752,268		665,757
CIT Group, Inc. Senior Sec. Notes 7.00% due 05/01/17		2,803,175		2,477,306
				4,250,023
Banks - Money Center — 0.6%
NB Capital Trust IV Bank Guar. Notes 8.25% due 04/15/27		1,475,000		1,430,750
Banks - Super Regional — 1.6%
BAC Capital Trust XI Bank Guar. Notes 6.63% due 05/23/36		530,000		472,144
Wells Fargo & Co. Jr. Sub. Notes 7.98% due 03/15/18(7)(10)		3,250,000		3,266,250
				3,738,394
Beverages - Wine/Spirits — 0.3%
Constellation Brands, Inc. Company Guar. Notes 7.25% due 05/15/17		750,000		755,625
Broadcast Services/Program — 1.7%
Clear Channel Worldwide Holdings, Inc. Company Guar. Notes, Series A 9.25% due 12/15/17*		210,000		214,200
Clear Channel Worldwide Holdings, Inc. Company Guar. Notes, Series B 9.25% due 12/15/17*		830,000		852,825

26

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Broadcast Services/Program (continued)
Fisher Communications, Inc. Senior Notes 8.63% due 09/15/14	$	806,000	$	772,752
Liberty Media LLC Debentures 8.25% due 02/01/30		1,130,000		1,017,000
Liberty Media LLC Senior Notes 8.50% due 07/15/29		820,000		741,075
Nexstar Broadcasting, Inc. Company Guar. Notes 0.50% due 01/15/14*(6)(11)		325,370		253,789
Nexstar Broadcasting, Inc. Company Guar. Notes 7.00% due 01/15/14		108,000		84,780
				3,936,421
Building & Construction Products - Misc. — 0.1%
Associated Materials LLC/Associated Materials Finance, Inc. Senior Sec. Notes 9.88% due 11/15/16		145,000		153,700
Building & Construction - Misc. — 0.1%
Esco Corp. Senior Notes 8.63% due 12/15/13*		335,000		329,975
Building Products - Air & Heating — 0.4%
Goodman Global Group, Inc. Senior Disc. Notes 0.00% due 12/15/14*		1,740,000		1,009,200
Cable/Satellite TV — 2.7%
CCH II LLC/CCH II Capital Corp. Senior Notes 13.50% due 11/30/16		1,090,065		1,287,639
CCO Holdings LLC/CCO Holdings Capital Corp. Senior Notes 8.75% due 11/15/13		2,299,000		2,333,485
Mediacom LLC/Mediacom Capital Corp. Senior Notes 9.13% due 08/15/19*		2,405,000		2,417,025
				6,038,149
Casino Hotels — 1.2%
Eldorado Casino Corp. (Shreveport) Sec. Bonds 10.00% due 08/01/12(3)(6)		429,222		364,839
Eldorado Resorts LLC Senior Notes 9.00% due 04/15/14(2)(3)		475,000		407,241
Harrah’s Operating Co., Inc. Senior Sec. Notes 11.25% due 06/01/17		950,000		985,625
MGM Mirage, Inc. Senior Sec. Notes 11.13% due 11/15/17*		900,000		969,750
				2,727,455
Casino Services — 1.0%
Peninsula Gaming LLC Senior Sec. Notes 8.38% due 08/15/15*		770,000		735,350
Peninsula Gaming LLC Senior Notes 10.75% due 08/15/17*		460,000		448,500

Security Description	Principal Amount		Market Value (Note 2)
Casino Services (continued)
Scientific Games International, Inc. Senior Sub. Notes 9.25% due 06/15/19*	$	975,000	$	1,031,063
				2,214,913
Cellular Telecom — 1.4%
Cricket Communications, Inc. Senior Sec. Notes 7.75% due 05/15/16		750,000		762,187
Leap Wireless International, Inc. Senior Notes 4.50% due 07/15/14		1,246,000		1,074,675
MetroPCS Wireless, Inc. Company Guar. Notes 9.25% due 11/01/14		904,000		901,740
Nextel Communications, Inc. Senior Notes 7.38% due 08/01/15		429,000		395,753
				3,134,355
Chemicals - Plastics — 0.5%
Hexion US Finance Corp. Senior Sec. Notes 9.75% due 11/15/14		1,175,000		1,110,375
Chemicals - Specialty — 1.4%
Huntsman International LLC Senior Sub. Notes 7.38% due 01/01/15		910,000		859,950
Huntsman International LLC Company Guar. Notes 7.88% due 11/15/14		110,000		106,700
Momentive Performance Materials, Inc. Company Guar. Notes 9.75% due 12/01/14		1,180,000		1,112,150
Momentive Performance Materials, Inc. Company Guar. Notes 12.50% due 06/15/14*		403,000		440,278
Tronox Worldwide LLC Company Guar. Notes 9.50% due 12/01/12†(4)(5)		677,000		644,842
				3,163,920
Coal — 0.1%
Drummond Co., Inc. Senior Notes 9.00% due 10/15/14*		255,000		255,000
Computer Services — 2.9%
Stream Global Services, Inc. Senior Sec. Notes 11.25% due 10/01/14*		1,500,000		1,531,875
SunGard Data Systems, Inc. Company Guar. Notes 9.13% due 08/15/13		490,000		501,637
SunGard Data Systems, Inc. Company Guar. Notes 10.25% due 08/15/15		1,030,000		1,068,625
SunGard Data Systems, Inc. Company Guar. Notes 10.63% due 05/15/15		175,000		189,000
Unisys Corp. Senior Sec. Notes 12.75% due 10/15/14*		1,850,000		2,136,750

27

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Computer Services (continued)
Unisys Corp. Senior Sec. Notes 14.25% due 09/15/15*	$	1,045,000	$	1,233,100
				6,660,987
Consumer Products - Misc. — 0.2%
Yankee Acquisition Corp. Company Guar. Notes 9.75% due 02/15/17		420,000		418,950
Containers - Metal/Glass — 0.3%
Ball Corp. Company Guar. Notes 7.13% due 09/01/16		125,000		129,688
Ball Corp. Company Guar. Notes 7.38% due 09/01/19		185,000		191,937
Crown Cork & Seal Co., Inc. Debentures 7.38% due 12/15/26		275,000		250,250
				571,875
Containers - Paper/Plastic — 0.3%
Graphic Packaging International, Inc. Company Guar. Notes 9.50% due 06/15/17		600,000		630,000
Data Processing/Management — 1.8%
First Data Corp. Company Guar. Notes 9.88% due 09/24/15		2,335,000		2,019,775
First Data Corp. Company Guar. Notes 10.55% due 09/24/15(8)		2,410,000		2,096,700
				4,116,475
Diagnostic Kits — 0.7%
Inverness Medical Innovations, Inc. Senior Notes 7.88% due 02/01/16		935,000		906,950
Inverness Medical Innovations, Inc. Senior Notes 7.88% due 02/01/16*		800,000		776,000
				1,682,950
Direct Marketing — 0.3%
Affinity Group, Inc.† Company Guar. Notes 9.00% due 02/15/12		975,000		682,500
Distribution/Wholesale — 0.3%
McJunkin Red Man Corp. Senior Sec. Notes 9.50% due 12/15/16*		610,000		611,525
Diversified Banking Institutions — 2.9%
Citigroup, Inc. Senior Sub. Notes 5.88% due 02/22/33		1,005,000		841,762
GMAC, Inc. Company Guar. Notes 6.88% due 09/15/11		2,703,000		2,703,000
GMAC, Inc. Sub. Notes 8.00% due 12/31/18		1,475,000		1,364,375

Security Description	Principal Amount		Market Value (Note 2)
Diversified Banking Institutions (continued)
GMAC, Inc. Company Guar. Notes 8.00% due 11/01/31	$	1,860,000	$	1,715,850
				6,624,987
Diversified Financial Services — 2.1%
CIT Group Funding Co. of Delaware LLC Senior Sec. Notes 10.25% due 05/01/13		80,084		82,587
CIT Group Funding Co. of Delaware LLC Senior Sec. Notes 10.25% due 05/01/14		120,126		123,579
CIT Group Funding Co. of Delaware LLC Senior Sec. Notes 10.25% due 05/01/15		120,126		122,979
CIT Group Funding Co. of Delaware LLC Senior Sec. Notes 10.25% due 05/01/16		200,211		204,716
CIT Group Funding Co. of Delaware LLC Senior Sec. Notes 10.25% due 05/01/17		280,296		286,603
Citigroup Capital XXI Company Guar. Bonds 8.30% due 12/21/57(7)		2,340,000		2,170,350
CNG Holdings, Inc. Senior Sec. Notes 12.25% due 02/15/15*		1,805,000		1,735,056
				4,725,870
Diversified Manufacturing Operations — 1.1%
Harland Clarke Holdings Corp. Notes 6.00% due 05/15/15(7)		400,000		316,000
Harland Clarke Holdings Corp. Notes 9.50% due 05/15/15		1,850,000		1,683,500
SPX Corp. Senior Notes 7.63% due 12/15/14		400,000		409,000
				2,408,500
Diversified Operations — 0.1%
Reynolds Group DL Escrow, Inc./Reynolds Group Escrow LLC Senior Sec. Notes 7.75% due 10/15/16*		230,000		232,875
Diversified Operations/Commercial Services — 0.7%
ARAMARK Corp. Company Guar. Notes 8.50% due 02/01/15		1,600,000		1,616,000
E-Commerce/Services — 0.1%
NetFlix, Inc. Company Guar. Notes 8.50% due 11/15/17		235,000		246,163
Electric - Generation — 1.9%
Edison Mission Energy Senior Notes 7.63% due 05/15/27		630,000		409,500
Homer City Funding LLC Senior Notes 8.14% due 10/01/19		374,490		368,873

28

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Electric - Generation (continued)
Midwest Generation LLC Pass Thru Certs., Series B 8.56% due 01/02/16	$	361,759	$	369,899
Reliant Energy Mid - Atlantic Power Holdings LLC Pass Through Certs., Series B 9.24% due 07/02/17		542,245		578,846
Reliant Energy Mid - Atlantic Power Holdings LLC Pass Through Certs., Series C 9.68% due 07/02/26		450,000		478,687
The AES Corp. Senior Notes 8.00% due 10/15/17		1,175,000		1,167,656
The AES Corp. Senior Notes 8.00% due 06/01/20		450,000		441,563
The AES Corp. Senior Sec. Notes 8.75% due 05/15/13*		508,000		516,890
				4,331,914
Electric - Integrated — 2.1%
Mirant Americas Generation LLC Senior Notes 8.30% due 05/01/11		550,000		561,000
Mirant Americas Generation LLC Senior Notes 8.50% due 10/01/21		1,100,000		1,028,500
Mirant Mid - Atlantic LLC Pass Through Certs., Series B 9.13% due 06/30/17		328,292		343,886
Southern Energy, Inc. Notes 7.90% due 07/15/09†(2)(3)		1,225,000		0
Texas Competitive Electric Holdings Co., LLC Company Guar. Notes, Series A 10.25% due 11/01/15		2,060,000		1,539,644
Texas Competitive Electric Holdings Co., LLC Company Guar. Notes, Series B 10.25% due 11/01/15		110,000		82,225
Texas Competitive Electric Holdings Co., LLC Company Guar. Notes 11.25% due 11/01/16(8)		1,071,037		760,436
TXU Corp. Senior Notes 5.55% due 11/15/14		700,000		510,849
				4,826,540
Electronic Components - Semiconductors — 0.9%
Freescale Semiconductor, Inc. Company Guar. Notes 8.88% due 12/15/14		2,225,000		1,974,688
Electronics - Military — 0.4%
L-3 Communications Corp. Company Guar. Notes 6.13% due 07/15/13		960,000		968,400
Energy - Alternate Sources — 0.5%
Headwaters, Inc. Senior Notes 11.38% due 11/01/14*		1,025,000		1,035,250
Finance - Auto Loans — 2.2%
Credit Acceptance Corp. Company Guar. Notes 9.13% due 02/01/17*		1,060,000		1,057,350
Ford Motor Credit Co., LLC Senior Notes 8.13% due 01/15/20		1,125,000		1,123,345

Security Description	Principal Amount		Market Value (Note 2)
Finance - Auto Loans (continued)
Ford Motor Credit Co., LLC Senior Notes 8.70% due 10/01/14	$	2,725,000	$	2,795,128
				4,975,823
Finance - Investment Banker/Broker — 0.7%
Cemex Finance LLC Senior Sec. Notes 9.50% due 12/14/16*		1,550,000		1,581,000
Firearms & Ammunition — 0.2%
Freedom Group, Inc. Senior Sec. Notes 10.25% due 08/01/15*		325,000		344,500
Food - Meat Products — 1.0%
Smithfield Foods, Inc. Senior Notes 7.75% due 07/01/17		1,625,000		1,486,875
Smithfield Foods, Inc. Senior Sec. Notes 10.00% due 07/15/14*		625,000		676,563
				2,163,438
Food - Retail — 0.1%
SUPERVALU, Inc. Senior Notes 8.00% due 05/01/16		275,000		276,375
Funeral Services & Related Items — 0.9%
Carriage Services, Inc. Senior Notes 7.88% due 01/15/15		1,125,000		1,082,813
Stonemor Operating LLC/Cornerstone Family Services/Osiris Holdings Company Guar. Notes 10.25% due 12/01/17*		845,000		887,250
				1,970,063
Gambling (Non - Hotel) — 0.0%
Greektown Holdings LLC Senior Notes ch11 10.75% due 12/01/13*†(4)(5)		930,000		55,800
Gas - Distribution — 0.1%
MXEnergy Holdings, Inc. Senior Sec. Notes 13.25% due 08/01/14*(2)(3)		192,000		148,800
Hazardous Waste Disposal — 0.1%
Clean Harbors, Inc. Senior Sec. Notes 7.63% due 08/15/16		280,000		282,800
Independent Power Producers — 1.5%
Calpine Corp. Escrow Notes 8.75% due 07/15/13†(2)(3)		3,278,000		0
Mirant North America LLC Senior Notes 7.38% due 12/31/13		725,000		722,281
NRG Energy, Inc. Company Guar. Notes 7.38% due 02/01/16		1,440,000		1,420,200
NRG Energy, Inc. Company Guar. Notes 7.38% due 01/15/17		550,000		541,063

29

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Independent Power Producers (continued)
RRI Energy, Inc. Senior Notes 7.88% due 12/31/17	$	690,000	$	645,150
				3,328,694
Insurance - Multi-line — 0.6%
Hartford Financial Services Group, Inc. Jr. Sub. Notes 8.13% due 06/15/38(7)		1,465,000		1,428,375
Machinery - Farming — 0.5%
Case New Holland, Inc. Company Guar. Notes 7.75% due 09/01/13*		1,175,000		1,180,875
Machinery - General Industrial — 0.6%
CPM Holdings, Inc. Senior Sec. Notes 10.63% due 09/01/14*		1,390,000		1,473,400
Medical Products — 1.0%
DJO Finance LLC/DJO Finance Corp. Senior Notes 10.88% due 11/15/14*		400,000		427,000
LVB Acquisition Holding LLC Company Guar. Notes 10.00% due 10/15/17		1,133,000		1,237,802
LVB Acquisition Holding LLC Company Guar. Notes 10.38% due 10/15/17(8)		636,000		696,420
				2,361,222
Medical - Biomedical/Gene — 0.2%
Talecris Biotherapeutics Holdings Corp. Senior Notes 7.75% due 11/15/16*		480,000		482,400
Medical - Drugs — 0.4%
Axcan Intermediate Holdings, Inc. Senior Notes 9.25% due 03/01/15		825,000		870,375
Medical - Hospitals — 4.0%
Community Health Systems, Inc. Company Guar. Notes 8.88% due 07/15/15		1,800,000		1,863,000
HCA, Inc. Senior Notes 6.25% due 02/15/13		900,000		882,000
HCA, Inc. Senior Notes 7.88% due 02/01/11		725,000		743,125
HCA, Inc. Senior Sec. Notes 7.88% due 02/15/20*		1,400,000		1,463,000
HCA, Inc. Senior Notes 8.50% due 04/15/19*		750,000		804,375
HCA, Inc. Senior Notes 8.75% due 09/01/10		360,000		368,100
HCA, Inc. Senior Sec. Notes 9.25% due 11/15/16		1,189,000		1,261,826

Security Description	Principal Amount		Market Value (Note 2)
Medical - Hospitals (continued)
Tenet Healthcare Corp. Senior Sec. Notes 9.00% due 05/01/15*	$	1,720,000	$	1,801,700
				9,187,126
Multimedia — 0.0%
Haights Cross Operating Co. Senior Notes 11.75% due 08/15/11†(2)(3)(4)(5)		175,000		98,831
Non - Ferrous Metals — 0.0%
Renco Metals, Inc. Bonds 11.50% due 07/01/03†(2)(3)(9)(12)		210,000		0
Office Supplies & Forms — 0.3%
ACCO Brands Corp. Senior Sec. Notes 10.63% due 03/15/15*		625,000		679,375
Oil Companies - Exploration & Production — 3.0%
Antero Resources Finance Corp. Senior Notes 9.38% due 12/01/17*		825,000		841,500
Chesapeake Energy Corp. Senior Notes 6.63% due 01/15/16		1,650,000		1,592,250
Chesapeake Energy Corp. Senior Notes 9.50% due 02/15/15		425,000		462,188
Encore Acquisition Co. Senior Sub. Notes 6.00% due 07/15/15		655,000		659,912
Encore Acquisition Co. Senior Sub. Notes 6.25% due 04/15/14		350,000		352,625
EXCO Resources, Inc. Company Guar. Notes 7.25% due 01/15/11		845,000		846,056
Hilcorp Energy I LP Senior Notes 7.75% due 11/01/15*		730,000		709,925
Petroleum Development Corp. Senior Notes 12.00% due 02/15/18		120,000		126,000
Plains Exploration & Production Co. Company Guar. Notes 7.75% due 06/15/15		450,000		453,938
Plains Exploration & Production Co. Company Guar. Notes 10.00% due 03/01/16		475,000		516,562
Quicksilver Resources, Inc. Company Guar. Notes 7.13% due 04/01/16		200,000		186,000
				6,746,956
Oil Field Machinery & Equipment — 0.0%
Complete Production Services, Inc. Company Guar. Notes 8.00% due 12/15/16		40,000		38,900
Oil - Field Services — 1.2%
Aquilex Holdings LLC/Aquilex Finance Corp. Senior Notes 11.13% due 12/15/16*		855,000		893,475

30

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Oil - Field Services (continued)
Basic Energy Services, Inc. Senior Sec. Notes 11.63% due 08/01/14	$	925,000	$	992,062
Hornbeck Offshore Services, Inc. Company Guar. Notes 8.00% due 09/01/17		830,000		813,400
				2,698,937
Paper & Related Products — 1.2%
Caraustar Industries, Inc. Senior Sec. Notes 10.00% due 08/15/14(2)(8)		180,739		180,739
Georgia - Pacific LLC Company Guar. Notes 7.00% due 01/15/15*		163,000		165,241
Georgia - Pacific LLC Company Guar. Notes 7.13% due 01/15/17*		205,000		207,050
Georgia - Pacific LLC Company Guar. Notes 8.25% due 05/01/16*		550,000		580,250
Neenah Paper, Inc. Senior Notes 7.38% due 11/15/14		1,325,000		1,220,656
NewPage Corp. Senior Sec. Notes 11.38% due 12/31/14		505,000		482,275
				2,836,211
Pipelines — 2.1%
Dynegy - Roseton Danskammer Pass Through Certs., Series B 7.67% due 11/08/16		2,085,000		2,012,025
El Paso Corp. Senior Sub. Notes 6.88% due 06/15/14		775,000		781,501
MarkWest Energy Partners LP / MarkWest Energy Finance Corp. Senior Notes 6.88% due 11/01/14		600,000		582,000
MarkWest Energy Partners LP / MarkWest Energy Finance Corp. Company Guar. Notes 8.50% due 07/15/16		305,000		306,525
NGC Corp. Capital Trust Company Guar. Bonds 8.32% due 06/01/27		970,000		543,200
Williams Cos., Inc. Senior Notes 7.88% due 09/01/21		370,000		453,280
				4,678,531
Printing - Commercial — 0.2%
Cenveo Corp. Company Guar. Notes 7.88% due 12/01/13		595,000		550,375
Publishing - Periodicals — 0.7%
Nielsen Finance LLC / Nielsen Finance Co. Company Guar. Notes 11.50% due 05/01/16		525,000		584,719
Nielsen Finance LLC/Nielsen Finance Co. Company Guar. Bonds 12.50% due 08/01/16(1)		1,225,000		1,108,625

Security Description	Principal Amount		Market Value (Note 2)
Publishing - Periodicals (continued)
The Reader’s Digest Association, Inc. Company Guar. Notes 9.00% due 02/15/17†(2)(4)(5)	$	1,415,000	$	4,669
				1,698,013
Real Estate Investment Trusts — 0.5%
DuPont Fabros Technology LP Company Guar. Notes 8.50% due 12/15/17*		1,100,000		1,116,500
Recycling — 0.0%
Aleris International, Inc. Company Guar. Notes 9.00% due 12/15/14†(4)(5)(8)		2,565,000		19,494
Rental Auto/Equipment — 1.2%
Avis Budget Car Rental LLC/Avis Budget Finance, Inc. Company Guar. Notes 7.63% due 05/15/14		2,325,000		2,168,062
RSC Equipment Rental, Inc. Senior Sec. Notes 10.00% due 07/15/17*		550,000		588,500
				2,756,562
Retail - Apparel/Shoe — 0.6%
Limited Brands, Inc. Senior Notes 5.25% due 11/01/14		508,000		492,760
Limited Brands, Inc. Senior Notes 6.95% due 03/01/33		651,000		556,605
Limited Brands, Inc. Company Guar. Notes 8.50% due 06/15/19		275,000		294,594
				1,343,959
Retail - Arts & Crafts — 0.3%
Michaels Stores, Inc. Company Guar. Notes 11.38% due 11/01/16		620,000		623,100
Retail - Drug Store — 1.1%
Rite Aid Corp. Senior Sec. Notes 9.75% due 06/12/16		150,000		160,125
Rite Aid Corp. Senior Sec. Notes 10.25% due 10/15/19		725,000		766,688
Rite Aid Corp. Senior Sec. Notes 10.38% due 07/15/16		1,475,000		1,545,062
				2,471,875
Retail - Music Store — 0.0%
MTS, Inc. Senior Notes 10.00% due 03/15/09†(2)(3)(4)(5)(6)		15,273		305
Retail - Regional Department Stores — 1.1%
Macy’s Retail Holdings, Inc. Company Guar. Notes 5.90% due 12/01/16		532,000		516,040
Macy’s Retail Holdings, Inc. Company Guar. Notes 6.38% due 03/15/37		329,000		289,520

31

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Retail - Regional Department Stores (continued)
Macy’s Retail Holdings, Inc. Company Guar. Notes 6.65% due 07/15/24	$	308,000	$	284,900
Macy’s Retail Holdings, Inc. Company Guar. Notes 6.90% due 04/01/29		314,000		286,525
Neiman-Marcus Group, Inc. Company Guar. Notes 9.75% due 10/15/15(8)		1,205,000		1,186,925
				2,563,910
Rubber - Tires — 0.6%
The Goodyear Tire & Rubber Co. Senior Notes 9.00% due 07/01/15		500,000		515,625
The Goodyear Tire & Rubber Co. Senior Notes 10.50% due 05/15/16		825,000		888,938
				1,404,563
Rubber/Plastic Products — 0.0%
Venture Holdings Co. LLC Company Guar. Notes 11.00% due 06/01/07†(2)(3)(9)(12)		50,000		0
Special Purpose Entities — 0.5%
Fox Acquisition Sub LLC Senior Notes 13.38% due 07/15/16*		775,000		691,688
UCI Holdco, Inc. Senior Notes 9.25% due 12/15/13(6)		435,000		400,200
				1,091,888
Specified Purpose Acquisitions — 0.1%
ESI Tractebel Acquisition Corp. Company Guar. Bonds 7.99% due 12/30/11		193,000		193,531
Storage/Warehousing — 0.5%
Mobile Mini, Inc. Notes 6.88% due 05/01/15		535,000		494,875
Mobile Mini, Inc. Company Guar. Notes 9.75% due 08/01/14		660,000		676,500
				1,171,375
Telecom Services — 1.6%
GCI, Inc. Senior Notes 7.25% due 02/15/14		905,000		900,475
Qwest Corp. Senior Notes 8.38% due 05/01/16		425,000		465,375
West Corp. Company Guar. Notes 9.50% due 10/15/14		1,975,000		1,960,187
West Corp. Company Guar. Notes 11.00% due 10/15/16		210,000		210,525
				3,536,562

Security Description	Principal Amount		Market Value (Note 2)
Telecommunication Equipment — 1.2%
Sorenson Communications, Inc. Senior Sec. Notes 10.50% due 02/01/15*	$	2,890,000	$	2,637,125
Telephone - Integrated — 2.3%
Frontier Communications Corp. Senior Notes 7.13% due 03/15/19		825,000		771,375
Frontier Communications Corp. Senior Notes 8.13% due 10/01/18		600,000		597,000
Qwest Communications International, Inc. Company Guar. Notes, Series B 7.50% due 02/15/14		513,000		518,130
Qwest Communications International, Inc. Company Guar. Notes 8.00% due 10/01/15*		375,000		388,125
Sprint Capital Corp. Company Guar. Notes 8.75% due 03/15/32		3,123,000		2,756,047
Valor Telecommunications Enterprises LLC Company Guar. Notes 7.75% due 02/15/15		250,000		254,375
				5,285,052
Television — 0.4%
Allbritton Communications Co. Senior Sub. Notes 7.75% due 12/15/12		148,000		146,705
Bonten Media Acquisition Co. Company Guar. Notes 9.75% due 06/01/15*(8)		137,483		48,463
Paxson Communications Corp. Senior Sec. Notes 0.00% due 01/15/13*†(4)(5)(7)(8)		1,738,596		19,559
Sinclair Television Group, Inc. Senior Sec. Notes 9.25% due 11/01/17*		745,000		772,937
Young Broadcasting, Inc. Senior Sub. Notes 8.75% due 01/15/14†(4)(5)		385,000		2,695
Young Broadcasting, Inc. Company Guar. Notes 10.00% due 03/01/11†(4)(5)		540,000		3,780
				994,139
Theaters — 1.5%
AMC Entertainment, Inc. Senior Sub. Notes 8.00% due 03/01/14		1,558,000		1,534,630
AMC Entertainment, Inc. Senior Notes 8.75% due 06/01/19		550,000		567,875
AMC Entertainment, Inc. Senior Sub Notes 11.00% due 02/01/16		475,000		509,438
Marquee Holdings, Inc. Senior Disc. Notes 9.51% due 08/15/14(1)		1,055,000		888,837
				3,500,780

32

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Tobacco — 0.9%
Alliance One International, Inc. Senior Notes 10.00% due 07/15/16*	$	1,345,000	$	1,398,800
Alliance One International, Inc. Senior Notes 10.00% due 07/15/16*		545,000		566,800
				1,965,600
Transactional Software — 0.6%
Open Solutions, Inc. Company Guar. Notes 9.75% due 02/01/15*		1,715,000		1,440,600
Transport - Marine — 0.7%
Marquette Transportation Co./Marquette Transportation Finance Corp. Senior Sec. Notes 10.88% due 01/15/17*		1,630,000		1,634,075
Transport - Services — 0.2%
Bristow Group, Inc. Senior Notes 7.50% due 09/15/17		500,000		491,250
Web Hosting/Design — 1.1%
Equinix, Inc. Senior Notes 8.13% due 03/01/18		465,000		466,400
Terremark Worldwide, Inc. Senior Sec. Notes 12.00% due 06/15/17*		1,775,000		1,948,062
				2,414,462
Total U.S. Corporate Bonds & Notes
(cost $183,735,657)				184,052,138
FOREIGN CORPORATE BONDS & NOTES — 9.9%
Banks - Commercial — 0.5%
Barclays Bank PLC Sub. Notes 8.55% due 06/15/10*(7)(10)		1,075,000		1,048,125
Computers - Memory Devices — 0.7%
Seagate Technology HDD Holdings Company Guar. Notes 6.80% due 10/01/16		1,575,000		1,571,062
Diversified Banking Institutions — 0.4%
Credit Agricole SA Sub. Notes 9.75% due 12/26/14(10)		910,000		969,150
Diversified Manufacturing Operations — 0.6%
Bombardier, Inc. Senior Notes 8.00% due 11/15/14*		1,410,000		1,466,400
Diversified Minerals — 0.7%
Teck Resources, Ltd. Senior Sec. Notes 10.25% due 05/15/16		725,000		864,563
Teck Resources, Ltd. Senior Sec. Notes 10.75% due 05/15/19		500,000		615,000
				1,479,563

Security Description	Principal Amount		Market Value (Note 2)
Electric - Generation — 0.1%
Intergen NV Sec. Notes 9.00% due 06/30/17*	$	160,000	$	163,200
Independent Power Producers — 0.0%
AES Drax Energy, Ltd. Sec. Notes 11.50% due 08/30/10†(3)(5)(13)		475,000		475
Medical - Drugs — 0.6%
Elan Corp. PLC Company Guar. Notes 8.75% due 10/15/16*		720,000		698,400
Elan Corp. PLC Company Guar. Notes 8.88% due 12/01/13		760,000		771,400
				1,469,800
Metal - Aluminum — 0.5%
Novelis, Inc. Company Guar. Notes 11.50% due 02/15/15		955,000		1,014,688
Metal - Diversified — 0.5%
Vedanta Resources PLC Senior Notes 9.50% due 07/18/18*		1,000,000		1,055,000
Multimedia — 0.1%
Quebecor Media, Inc. Senior Notes 7.75% due 03/15/16		275,000		275,688
Oil & Gas Drilling — 0.3%
P2021 Rig Co. Senior Sec. Notes 13.50% due 12/15/13*		690,000		696,900
Satellite Telecom — 1.4%
Intelsat Intermediate Holding Co., Ltd. Company Guar. Bonds 9.50% due 02/01/15(1)		759,000		783,667
Intelsat Subsidiary Holding Co., Ltd. Company Guar. Notes 8.50% due 01/15/13		910,000		919,100
Intelsat Subsidiary Holding Co., Ltd. Company Guar. Notes 8.88% due 01/15/15		1,531,000		1,561,620
				3,264,387
Semiconductor Equipment — 0.5%
Sensata Technologies BV Company Guar. Notes 8.00% due 05/01/14		1,190,000		1,195,950
Special Purpose Entities — 1.7%
Fibria Overseas Finance, Ltd. Company Guar. Notes 9.25% due 10/30/19*		490,000		551,695
Hellas Telecommunications Luxembourg II Sub. Notes 0.00% due 01/15/15*†(4)(5)(7)		925,000		39,312
LBG Capital No.1 PLC Bank Guar. Notes 7.88% due 11/01/20		3,880,000		3,220,400
				3,811,407

33

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount		Market Value (Note 2)
FOREIGN CORPORATE BONDS & NOTES (continued)
Telecom Services — 0.6%
Wind Acquisition Finance SA Senior Notes 11.75% due 07/15/17*	$	1,000,000	$	1,070,000
Wind Acquisition Finance SA Company Guar. Bonds 12.00% due 12/01/15*		252,000		269,640
				1,339,640
Transport - Marine — 0.7%
Navios Maritime Holdings, Inc./Navios Maritime Finance U.S., Inc. Notes 8.88% due 11/01/17*		1,600,000		1,628,000
Transport - Rail — 0.0%
TFM SA de CV Senior Notes 9.38% due 05/01/12		43,000		44,290
Total Foreign Corporate Bonds & Notes
(cost $22,400,119)				22,493,725
LOANS — 3.9%(14)(15)
Auto/Truck Parts & Equipment - Original — 0.6%
Federal Mogul Corp. Term Loan B D6 2.17% due 12/27/15(3)		20,579		18,071
Federal Mogul Corp. Term Loan B A2 2.17% due 12/27/15(3)		51,447		45,177
Federal Mogul Corp. Tranche B 2.17% due 12/29/14(3)		813,280		714,162
Federal Mogul Corp. Term Loan C 2.17% due 12/27/15(3)		437,303		384,007
Federal Mogul Corp. Tranche C F1 2.17% due 12/27/15(3)		66,882		58,730
Federal Mogul Corp. Tranche B B0 2.17% due 12/27/15(3)		102,895		90,354
				1,310,501
Beverages - Non-alcoholic — 0.1%
Le-Natures, Inc. 9.36% due 03/01/11†(3)(4)(5)		600,000		237,000
Building - Residential/Commercial — 0.0%
TOUSA, Inc. 12.25% due 08/15/13(3)(6)		1,337,364		21,732
Casino Services — 0.7%
Herbst Gaming, Inc. Tranche 1 12.50% due 12/02/11†(3)(4)(5)		265,517		143,822
Herbst Gaming, Inc. Delayed Draw 12.50% due 12/02/11†(3)(4)(5)		726,922		393,749
Holding Gaming Borrower LP 9.25% due 02/19/13(3)		997,500		942,637
				1,480,208
Commercial Services — 0.4%
Vertrue, Inc. 7.26% due 08/14/15(3)		1,215,000		862,650

Security Description	Shares/ Principal Amount		Market Value (Note 2)
Containers - Paper/Plastic — 0.5%
Consolidated Container Compamy 5.75% due 09/28/14(3)	$	1,250,000	$	1,068,750
Diversified Financial Services — 0.4%
Wind Finance SL S.A 7.93% due 11/26/14(3)		1,000,000		1,001,875
Electric - Integrated — 0.2%
Texas Competitive Electric Holdings Co. LLC 3.73% due 10/10/14(3)		672,830		541,246
Texas Competitive Electric Holdings Co. LLC 3.75% due 12/31/09(3)		6,954		5,594
				546,840
Medical - Drugs — 0.4%
Triax Pharmaceuticals LLC 16.50% due 08/30/11(2)(3)(16)		1,064,341		968,551
Medical - Hospitals — 0.4%
Capella Healthcare, Inc. 13.00% due 02/29/16(3)		1,000,000		1,012,500
Theaters — 0.2%
AMC Entertainment Holdings, Inc. 5.25% due 06/15/12(3)		365,751		344,264
Total Loans
(cost $10,650,616)				8,854,871
COMMON STOCK — 1.2%
Auto/Truck Parts & Equipment - Original — 0.6%
Accuride Corp.		336,763		683,070
Lear Corp.		8,342		577,851
				1,260,921
Building Products - Doors & Windows — 0.0%
Masonite Worldwide Holdings†		754		31,668
Diversified Financial Services — 0.4%
CIT Group, Inc.†		25,901		943,573
Energy - Alternate Sources — 0.0%
VeraSun Energy Corp.†(2)(3)		65,000		0
Food - Misc. — 0.1%
Wornick Co.†(2)(3)		3,444		131,698
Gambling (Non - Hotel) — 0.0%
Shreveport Gaming Holdings, Inc.†(2)(3)		2,501		33,751
Gas - Distribution — 0.0%
MXEnergy Holdings, Inc.†(2)(3)		96,187		81,711
Medical - Drugs — 0.0%
Triax Pharmaceuticals LLC†(2)(3)(17)		85,612		856
Medical - Outpatient/Home Medical — 0.0%
Critical Care Systems International, Inc.†(2)(3)		13,262		0
Paper & Related Products — 0.1%
Caraustar Industries, Inc.†(2)(3)		80		177,916
Retail - Music Store — 0.0%
MTS, Inc.†(2)(3)		3,863		0
Total Common Stock
(cost $3,060,031)				2,662,094
PREFERRED STOCK — 0.1%
Auto/Truck Parts & Equipment - Original — 0.1%
Lear Corp.		4,680		308,880
Medical-Drugs — 0.0%
Triax Pharmaceuticals LLC, Class C† (2)(3)(17)		26,117		261
Total Preferred Stock
(cost $205,950)				309,141

34

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Shares/ Principal Amount			Market Value (Note 2)
WARRANTS† — 0.0%
Auto/Truck Parts & Equipment - Original — 0.0%
Lear Corp. Expires 11/09/14		1,164		$	79,850
Building Products - Doors & Windows — 0.0%
Masonite Worldwide Holdings Expires 06/09/14 (strike price $55.31)		3,658			13,260
Masonite Worldwide Holdings Expires 06/09/16 (strike price $55.31)		2,743			9,944
					23,204
Oil Companies - Exploration & Production — 0.0%
Transmeridian Exploration, Inc. Expires 12/15/10 (Strike price $4.31)(2)(3)		13,811			0
Total Warrants
(cost $72,304)					103,054
Total Long-Term Investment Securities
(cost $221,175,677)					219,967,443
REPURCHASE AGREEMENT — 2.5%
Agreement with State Street Bank & Trust Co., bearing interest at 0.01%, dated 02/26/10, to be repurchased 03/01/10 in the amount of $205,000 and collateralized by $215,000 of United States Treasury Bills, bearing interest at 0.13% due 06/17/10 and having approximate value of $214,914	$	205,000			205,000
Agreement with State Street Bank & Trust Co., bearing interest at 0.01%, dated 02/26/10, to be repurchased 03/01/10 in the amount of $5,438,005 and collateralized by $5,380,000 of Federal Home Loan Bank Bonds, bearing interest at 4.38% due 09/17/10 and having approximate value of $5,604,346		5,438,000			5,438,000
Total Repurchase Agreement
(cost $5,643,000)					5,643,000
TOTAL INVESTMENTS
(cost $226,818,677)(18)		99.1	%		225,610,443
Other assets less liabilities		0.9			2,069,197
NET ASSETS —		100.0	%	$	227,679,640

† Non-income producing security

* Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. The Fund has no right to demand registration of these securities. At February 28, 2010, the aggregate value of these securities was $61,136,799 representing 26.9% of net assets. Unless otherwise indicated these securities are not considered to be illiquid.

(1) “Step-up” security where the rate increases (“steps-up”) at a predetermined rate. Rate shown reflects the increased rate.

(2) Fair valued security. Securities are classified as Level 3 for FAS 157 disclosures based on the securities valuation inputs; see Note 2.

(3) Illiquid security. At February 28, 2010, the aggregate value of these securities was $11,476,555 representing 5.0% of net assets.

(4) Company has filed for Chapter 11 bankruptcy protection.

(5) Bond in default

(6) PIK (“Payment-in-Kind”) security. Bond or preferred stock that pays interest/dividends in the form of additional bonds or preferred stocks.

(7) Floating rate security where the rate fluctuates. The rate moves up or down at each reset date. The rate reflected is as of February 28, 2010.

(8) Income may be received in cash or additional bonds at the discretion of the issuer.

(9) Company has filed for Chapter 7 bankruptcy.

(10) Perpetual maturity - maturity date reflects the next call date.

(11) “Step-up” security where the rate increases (“steps-up”) at a predetermined rate. Rate shown reflects stated rate.

(12) Bond is in default and did not pay principal at maturity.

(13) Company has filed bankruptcy in the country of issuance.

(14) The fund invests in Senior Loans which generally pay interest at rates which are periodically re-determined by reference to a base lending rate plus a premium. These base lending rates are generally either the lending rate offered by one or more major United States banks, or the certificate of deposit rate. Senior Loans are generally considered to be restrictive in that the Fund is ordinarily contractually obligated to receive approval from the Agent Bank and/or borrower prior to the disposition of a Senior Loan.

(15) Senior Loans in the Fund’s Portfolio are generally subject to mandatory and/or optional prepayment. Because of these mandatory prepayment conditions and because there may be significant economic incentives for a borrower to prepay, prepayments may occur. As a result, the actual remaining maturity may be substantially less than the stated maturities.

(16) A portion of the interests is paid in the form of additional bonds/loans.

(17) Consists of more than one class of investments on a tax basis.

(18) See Note 5 for cost of investments on a tax basis.

The following is a summary of the inputs used to value the Fund’s net assets as of February 28, 2010 (see Note 2):

	Level 1 — Unadjusted Quoted Prices		Level 2 — Other Observable Inputs		Level 3 — Significant Unobservable Inputs		Total
Long-Term Investment Securities:
Convertible Bonds & Notes	$	—	$	1,492,420	$	—	$	1,492,420
U.S. Corporate Bonds & Notes		—		182,392,367		1,659,771		184,052,138
Foreign Corporate Bonds & Notes		—		22,493,725		—		22,493,725
Loans		—		3,927,966		4,926,905		8,854,871
Common Stock		2,236,162		—		425,932		2,662,094
Preferred Stock		308,880		—		261		309,141
Warrants		103,054		—		0		103,054
Repurchase Agreements		—		5,643,000		—		5,643,000
Total	$	2,648,096	$	215,949,478	$	7,012,869	$	225,610,443

The following is a reconciliation of Level 3 assets which significant unobservable inputs were used to determine fair value:

	Convertible Bonds & Notes			U.S. Corporate Bonds  & Notes			Loans			Common Stock			Preferred Stock		Warrants
Balance as of 8/31/2009	$	98,350		$	3,218,031		$	5,233,524		$	348,147		$	261	$	0
Accrued discounts/premiums		—			5,514			51,827			—			—		—
Realized gain (loss)		(137,690	)		249,926			33			—			—		—
Change in unrealized appreciation (depreciation)		182,650			(143,989	)		150,571			(127,918	)		—		—
Net purchases (sales)		(143,310	)		(1,778,567	)		(1,326,967	)		205,703			—		—
Transfers in and/or out of Level 3		—			108,856			817,917			—			—		—
Balance as of 2/28/2010		—			1,659,771			4,926,905			425,932			261		0

See Notes to Financial Statements

35

VALIC Company II International Small Cap Equity Fund

PORTFOLIO PROFILE — February 28, 2010 (Unaudited)

Industry Allocation*

Banks — Commercial	6.0	%
Electronic Components — Misc.	3.9
Machinery — General Industrial	2.7
Chemicals — Diversified	2.3
Time Deposits	1.9
Insurance — Property/Casualty	1.9
Medical Products	1.9
Oil Companies — Exploration & Production	1.7
Finance — Other Services	1.6
Electronic Components — Semiconductors	1.6
Transport — Services	1.6
Insurance — Life/Health	1.5
Auto/Truck Parts & Equipment — Original	1.5
Oil — Field Services	1.3
Building — Heavy Construction	1.3
Chemicals — Specialty	1.3
Retail — Restaurants	1.3
Real Estate Operations & Development	1.3
Transport — Rail	1.3
Commercial Services	1.3
Building & Construction — Misc.	1.3
Oil Refining & Marketing	1.3
Airlines	1.2
Advertising Services	1.2
Diversified Operations	1.1
Building — Maintance & Services	1.1
Building Products — Cement	1.1
Diagnostic Kits	1.0
Food — Baking	1.0
Medical Instruments	1.0
Telecom Services	1.0
Electronics — Military	0.9
Cellular Telecom	0.9
Medical — Drugs	0.9
Semiconductor Equipment	0.9
Medical — Generic Drugs	0.8
Machinery — Material Handling	0.8
Investment Companies	0.8
Real Estate Management/Services	0.8
Veterinary Products	0.8
Food — Misc.	0.8
Food — Retail	0.8
Diversified Operations/Commercial Services	0.7
Security Services	0.7
Insurance — Reinsurance	0.7
Satellite Telecom	0.7
Electronic Measurement Instruments	0.7
Machinery — Electrical	0.7
Beverages — Non-alcoholic	0.7
Audio/Video Products	0.7
Transport — Truck	0.7
Investment Management/Advisor Services	0.7
Publishing — Newspapers	0.7
Machine Tools & Related Products	0.6
Apparel Manufacturers	0.6
Gambling (Non-Hotel)	0.6
Metal — Diversified	0.6
E-Commerce/Services	0.6
Rubber — Tires	0.6
Metal — Copper	0.6
Television	0.6
Transport — Marine	0.6
Recreational Vehicles	0.5
Retail — Misc./Diversified	0.5
Paper & Related Products	0.5
Miscellaneous Manufacturing	0.5
Internet Content — Information/News	0.5
Cosmetics & Toiletries	0.5
Photo Equipment & Supplies	0.5

Retail — Discount	0.5
Insurance — Multi-line	0.5
Consulting Services	0.5
Internet Connectivity Services	0.4
Auto/Truck Parts & Equipment — Replacement	0.4
Auto — Cars/Light Trucks	0.4
Building — Residential/Commercial	0.4
Distribution/Wholesale	0.4
Aerospace/Defense	0.4
Electric — Integrated	0.4
Medical Labs & Testing Services	0.4
Athletic Footwear	0.4
Multimedia	0.4
Electric Products — Misc.	0.4
Computers — Periphery Equipment	0.4
Engineering/R&D Services	0.4
Shipbuilding	0.4
Applications Software	0.4
Containers — Paper/Plastic	0.4
Alternative Waste Technology	0.4
Advanced Materials	0.4
Transactional Software	0.4
Batteries/Battery Systems	0.3
Telephone — Integrated	0.3
Footwear & Related Apparel	0.3
Metal Processors & Fabrication	0.3
Consumer Products — Misc.	0.3
Beverages — Wine/Spirits	0.3
Finance — Leasing Companies	0.3
Machinery — Construction & Mining	0.3
Rubber/Plastic Products	0.3
Computers — Integrated Systems	0.3
Diversified Minerals	0.3
Finance — Investment Banker/Broker	0.3
Appliances	0.3
Internet Infrastructure Software	0.3
Entertainment Software	0.2
Food — Dairy Products	0.2
Agricultural Operations	0.2
Food — Meat Products	0.2
Building Products — Air & Heating	0.2
Extended Service Contracts	0.2
Direct Marketing	0.2
Electronic Connectors	0.2
Funeral Services & Related Items	0.2
Coatings/Paint	0.2
Diversified Manufacturing Operations	0.2
Real Estate Investment Trusts	0.2
Banks — Money Center	0.2
Retail — Apparel/Shoe	0.2
Enterprise Software/Service	0.2
Retail — Hypermarkets	0.2
Machinery — Pumps	0.2
Industrial Gases	0.2
Diversified Financial Services	0.2
Tools — Hand Held	0.2
Retail — Bookstores	0.2
Petrochemicals	0.2
Optical Supplies	0.2
Computers	0.1
Web Portals/ISP	0.1
Power Converter/Supply Equipment	0.1
Educational Software	0.1
Transport — Equipment & Leasing	0.1
Textile — Products	0.1
Computer Services	0.1
Brewery	0.1
Finance — Credit Card	0.1
Retail — Pubs	0.1

36

VALIC Company II International Small Cap Equity Fund

PORTFOLIO PROFILE — February 28, 2010 (Unaudited) — (continued)

Industry Allocation* (continued)

Travel Services	0.1	%
Veterinary Diagnostics	0.1
Human Resources	0.1
Pipelines	0.1
Public Thoroughfares	0.1
Coal	0.1
Textile — Apparel	0.1
Insurance — Mutual	0.1
Schools	0.1
Retirement/Aged Care	0.1
Retail — Catalog Shopping	0.1
Internet Content — Entertainment	0.1
Independent Power Producers	0.1
Capacitors	0.1
Industrial Audio & Video Products	0.1
Gold Mining	0.1
Electric — Generation	0.1
Decision Support Software	0.1
Building & Construction Products — Misc.	0.1
Mining	0.1
Instruments — Controls	0.1
Energy — Alternate Sources	0.1
Hotels/Motels	0.1
Chemicals — Plastics	0.1
Retail — Sporting Goods	0.1
Retail — Regional Department Stores	0.1
Communications Software	0.1
Water	0.1
Rental Auto/Equipment	0.1
Mining Services	0.1
	99.2	%

Country Allocation*

Japan	24.4	%
United Kingdom	16.0
France	7.4
Switzerland	5.2
United States	4.0
Italy	3.9
Germany	3.6
Ireland	2.6
Bermuda	2.4
Netherlands	2.2
Cayman Islands	2.1
South Korea	2.0
Spain	1.9
Sweden	1.8
Taiwan	1.8
Hong Kong	1.6
Denmark	1.6
Luxembourg	1.4
China	1.4
Norway	1.3
Austria	1.3
Brazil	1.1
Australia	0.9
Guernsey	0.8
Singapore	0.8
Cyprus	0.7
Indonesia	0.6
Finland	0.5
Turkey	0.5
Thailand	0.4
Philippines	0.4
Mexico	0.3
India	0.3
Greece	0.3
Jersey	0.3
Belgium	0.3
Hungary	0.2
South Africa	0.2
Chile	0.2
Malaysia	0.1
Russia	0.1
Panama	0.1
Papua New Guinea	0.1
Mauritius	0.1
	99.2	%

* Calculated as a percentage of net assets

37

VALIC Company II International Small Cap Equity Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK — 96.9%
Australia — 0.9%
Bendigo and Adelaide Bank, Ltd.	99,404	$	857,006
Billabong International, Ltd.	8,100		73,826
carsales.com.au, Ltd.†	124,094		541,608
Centamin Egypt, Ltd.†	872,682		1,546,898
Centennial Coal Co., Ltd.	117,618		384,744
Crane Group, Ltd.	52,760		397,182
Mineral Resources, Ltd.	50,000		304,708
Nufarm, Ltd.	38,555		336,201
Premier Investments, Ltd.	20,529		149,760
South Australia Coal Corp.(1)	135,626		12,155
Transfield Services, Ltd.	80,000		289,652
Webjet, Ltd.	47,534		100,110
			4,993,850
Austria — 1.3%
bwin Interactive Entertainment AG†	31,295		1,704,514
Conwert Immobilien Invest SE†	193,374		2,127,527
Oesterreichische Post AG	129,186		3,502,291
			7,334,332
Belgium — 0.3%
Ackermans & van Haaren NV	22,268		1,489,227
Bermuda — 2.4%
China Gas Holdings, Ltd.	1,118,000		584,771
China Yurun Food Group, Ltd.	274,000		820,713
CNPC Hong Kong, Ltd.	930,000		1,174,159
Digital China Holdings, Ltd.	419,000		658,555
GP Investments, Ltd. GDR†	71,400		369,416
Hiscox, Ltd.	100,508		544,973
Huabao International Holdings, Ltd.	157,000		157,968
Integrated Distribution Services Group, Ltd.	532,000		829,306
Jardine Matheson Holdings, Ltd.	42,000		1,148,280
Lancashire Holdings, Ltd.	705,491		5,163,515
Midland Holdings, Ltd.	670,000		632,698
Omega Insurance Holdings, Ltd.	344,114		574,552
Pacific Basin Shipping, Ltd.	859,000		685,018
Peace Mark Holdings, Ltd.†(1)	686,000		0
Ports Design, Ltd.	77,000		189,867
Texwinca Holdings, Ltd.	284,000		255,017
			13,788,808
Brazil — 0.9%
Aliansce Shopping Centers SA†	27,000		150,602
Brookfield Incorporacoes SA	99,900		500,840
Cia Hering	26,500		476,579
EDP - Energias do Brasil SA	22,500		438,882
Iguatemi Empresa de Shopping Centers SA	27,300		432,050
LLX Logistica SA†	83,800		442,383
Marfrig Alimentos SA	42,800		498,779
MPX Energia SA	26,000		387,738
Odontoprev SA	17,200		631,407
SEB - Sistema Educacional Brasileiro SA	36,500		464,544
Totvs SA	8,200		496,860
			4,920,664
British Virgin Islands — 0.0%
Playtech, Ltd.	33,088		248,731
Cayman Islands — 2.1%
AAC Acoustic Technologies Holdings, Inc.	740,000		1,153,546
Agile Property Holdings, Ltd.	832,000		1,061,149
China Dongxiang Group Co.	509,000		342,299
China High Speed Transmission Equipment Group Co., Ltd.	234,000		449,180
China Mengniu Dairy Co., Ltd.†	264,000		785,659

Security Description	Shares	Market Value (Note 2)
Cayman Islands (continued)
Daphne International Holdings, Ltd.	2,432,000	$	1,870,492
Foxconn International Holdings, Ltd.†	270,000		277,230
Fufeng Group, Ltd.	326,000		237,292
HKR International, Ltd.	1,350,400		541,054
Integra Group Holdings GDR†	191,400		602,910
KWG Property Holding, Ltd.	1,115,000		739,776
Li Ning Co., Ltd.	163,750		512,632
NetEase.com, Inc. ADR†	10,900		423,574
Shanda Interactive Entertainment, Ltd. ADR†	9,323		422,332
Shenguan Holdings Group, Ltd.†	1,008,000		854,485
Shui On Land, Ltd.	107,500		52,350
SINA Corp.†	11,900		450,058
SPG Land Holdings, Ltd.	1,481,000		915,829
Xinyi Glass Holding Co., Ltd.	852,000		657,483
			12,349,330
Chile — 0.2%
Cia Cervecerias Unidas SA	64,000		494,072
Empresas La Polar SA	68,000		418,561
			912,633
China — 1.4%
Bank of China, Ltd.	2,480,000		1,201,317
China Construction Bank Corp.	1,733,000		1,308,320
Great Wall Motor Co., Ltd.	459,000		689,492
Shandong Chenming Paper Holdings, Ltd.	574,500		373,026
Shandong Weigao Group Medical Polymer Co., Ltd.	40,000		154,596
Weichai Power Co., Ltd.	253,900		1,924,984
Wumart Stores, Inc.	549,000		1,055,259
Zhejiang Expressway Co., Ltd.	616,000		558,691
Zhuzhou CSR Times Electric Co., Ltd.	485,000		953,486
			8,219,171
Cyprus — 0.7%
Bank of Cyprus Public Co., Ltd.	553,045		3,283,315
Globaltrans Investment PLC GDR†	73,770		848,355
			4,131,670
Denmark — 1.6%
DSV A/S†	199,576		3,105,595
FLSmidth & Co. A/S	58,028		3,694,698
SimCorp A/S	10,525		1,856,356
TrygVesta A/S	10,175		663,490
			9,320,139
Finland — 0.5%
Pohjola Bank PLC, Class A	25,687		285,060
UPM - Kymmene Oyj	234,472		2,514,242
			2,799,302
France — 7.4%
Eutelsat Communications	124,682		4,140,770
Groupe Eurotunnel SA	646,426		6,565,457
Guyenne et Gascogne SA	24,587		2,116,201
Havas SA	768,037		3,143,668
JC Decaux SA†	152,765		3,812,869
Lagardere SCA	62,756		2,291,388
Sa des Ciments Vicat	20,077		1,520,258
Safran SA	206,601		4,861,180
SCOR SE	143,969		3,517,855
SEB SA	23,553		1,514,711
SOITEC†	189,174		2,485,732
Thales SA	54,121		2,162,547
UBISOFT Entertainment†	91,083		1,112,984

38

VALIC Company II International Small Cap Equity Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
France (continued)
Virbac SA	36,241	$	3,623,592
			42,869,212
Germany — 3.6%
Adidas AG	46,712		2,314,601
Aixtron AG	79,338		2,333,461
Bilfinger Berger AG	63,324		3,993,086
Freenet AG†	132,139		1,890,134
Rheinmetall AG	81,443		5,100,147
Wirecard AG	413,521		4,972,480
			20,603,909
Greece — 0.3%
Public Power Corp. SA†	126,212		1,899,015
Guernsey — 0.8%
Tetragon Financial Group, Ltd.	1,176,685		4,530,237
Hong Kong — 1.6%
Bank of East Asia, Ltd.	33,140		121,252
China Everbright International, Ltd.	4,247,000		2,090,083
China Taiping Insurance Holdings Co., Ltd.†	812,400		2,517,115
Dah Sing Banking Group, Ltd.†	767,200		1,016,061
Denway Motors, Ltd.	1,562,000		869,326
Hutchison Whampoa, Ltd.	160,000		1,146,074
Shanghai Industrial Holdings, Ltd.	111,000		476,911
Techtronic Industries Co.	798,000		610,671
The Hongkong & Shanghai Hotels	44,500		62,145
Wharf Holdings, Ltd.	121,000		628,215
			9,537,853
Hungary — 0.2%
OTP Bank PLC†	52,400		1,441,958
India — 0.3%
GVK Power & Infrastructure, Ltd.†	448,778		420,988
HDFC Bank, Ltd. ADR	7,600		924,844
Jagran Prakashan, Ltd.	174,905		449,355
Sun TV Network, Ltd.	18,901		151,642
			1,946,829
Indonesia — 0.6%
AKR Corporindo Tbk PT	2,572,392		281,076
BW Plantation Tbk PT†	8,701,500		596,568
Delta Dunia Makmur Tbk PT†	2,278,500		383,208
Perusahaan Gas Negara PT	681,500		264,642
United Tractors Tbk PT	904,666		1,662,027
			3,187,521
Ireland — 2.6%
DCC PLC	278,637		7,322,538
FBD Holdings PLC	362,792		2,832,078
Glanbia PLC	184,300		622,989
Greencore Group PLC	1,357,965		2,408,418
Paddy Power PLC	60,103		1,906,855
			15,092,878
Isle of Man — 0.0%
Hansard Global PLC	54,839		155,948
Italy — 3.9%
Autogrill SpA†	453,341		5,629,702
Azimut Holding SpA	300,140		3,459,524
Buzzi Unicem SpA	84,893		1,055,378
DiaSorin SpA	161,647		5,410,222
Gruppo Editoriale L’Espresso SpA†	1,150,428		3,344,436

Security Description	Shares	Market Value (Note 2)
Italy (continued)
Mediolanum SpA	617,370	$	3,497,071
			22,396,333
Japan — 24.4%
Aica Kogyo Co., Ltd.	184,200		1,946,804
Alpha Systems, Inc.	19,000		324,205
Asahi Diamond Industrial Co., Ltd.	126,000		945,940
Axell Corp.	28,400		1,026,102
Chugoku Marine Paints, Ltd.	190,000		1,227,531
Credit Saison Co., Ltd.	56,100		714,786
Dai - ichi Seiko Co., Ltd.	24,700		856,278
Daicel Chemical Industries, Ltd.	148,000		991,164
Dainippon Screen Manufacturing Co., Ltd.†	519,000		2,377,545
Daiseki Co., Ltd.	62,200		1,221,667
Dena Co., Ltd.	304		2,360,966
Disco Corp.	6,400		352,254
Don Quijote Co., Ltd.	91,600		2,319,770
Doshisha Co., Ltd.	20,700		496,269
Ebara Corp.†	209,000		997,422
Eiken Chemical Co., Ltd.	25,100		226,577
en - japan, Inc.	861		1,013,682
Enplas Corp.	28,400		520,403
EPS Co., Ltd.	314		1,277,630
Exedy Corp.	68,300		1,526,747
Ferrotec Corp.	59,200		749,620
Foster Electric Co., Ltd.	20,600		519,376
FP Corp.	44,600		2,095,841
Fuji Machine Manufacturing Co., Ltd.	99,100		1,600,636
Fujimi, Inc.	154,400		2,612,001
Funai Electric Co., Ltd.	25,100		1,083,443
GS Yuasa Corp.	89,000		623,085
Hajime Construction Co., Ltd.	48,000		1,874,726
HIS Co., Ltd.	36,500		656,914
Hitachi Chemical Co., Ltd.	25,500		522,370
Internet Initiative Japan, Inc.	223		441,758
Iriso Electronics Co., Ltd.	25,200		402,769
Japan Petroleum Exploration Co.	21,700		1,038,044
JVC Kenwood Holdings, Inc.†	2,414,700		1,059,973
Kajima Corp.	705,000		1,650,515
Kakaku.com, Inc.	622		2,436,333
Kawasaki Kisen Kaisha, Ltd.†	623,000		2,257,932
Koito Manufacturing Co., Ltd.	63,000		793,483
Konica Minolta Holdings, Inc.	278,500		2,880,764
Kureha Corp.	156,000		732,197
Lintec Corp.	75,400		1,423,218
M3, Inc.	589		2,187,743
Mani, Inc.	26,800		1,001,474
Micronics Japan Co., Ltd.	169,200		2,974,736
Mitsubishi UFJ Lease & Finance Co., Ltd.	48,850		1,687,990
Mori Seiki Co., Ltd.	211,500		2,240,098
Moshi Moshi Hotline, Inc.	65,800		1,315,333
Nabtesco Corp.	95,000		1,194,383
Nichicon Corp.	38,100		420,689
Nichii Gakkan Co.	37,700		352,622
Nidec Copal Corp.	54,300		735,246
Nihon M&A Center, Inc.	168		589,971
Nipro Corp.	37,500		737,380
Nishimatsuya Chain Co., Ltd.	68,900		647,549
Nissan Chemical Industries, Ltd.	88,000		1,183,634
Nissha Printing Co., Ltd.	62,100		2,198,261
Nomura Real Estate Holdings, Inc.	72,900		1,089,664
NPC, Inc	25,100		593,563
NTT Urban Development Corp.	3,659		2,915,833
Oenon Holdings, Inc.	205,000		392,256

39

VALIC Company II International Small Cap Equity Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Japan (continued)
Ohara, Inc.	76,700	$	1,219,845
Okasan Securities Group, Inc.	140,000		625,584
Okuma Corp.	559,000		3,322,100
Osaka Securities Exchange Co., Ltd.	448		2,433,001
Otsuka Corp.	21,300		1,311,396
Pigeon Corp.	40,900		1,595,121
Pioneer Corp.†	567,000		2,003,917
Rinnai Corp.	25,100		1,324,993
Saint Marc Holdings Co., Ltd.	25,100		840,481
Sakai Chemical Industry Co., Ltd.	216,000		943,306
Sawai Pharmaceutical Co., Ltd.	30,200		2,076,898
Shimadzu Corp.	111,000		829,580
Shin - Etsu Polymer Co., Ltd.	127,700		886,835
Star Micronics Co., Ltd.	309,500		3,058,596
Sumco Corp.†	161,800		2,933,871
Sumitomo Rubber Industries, Ltd.	420,200		3,424,220
Suruga Bank, Ltd.	686,000		6,292,870
Sysmex Corp.	22,700		1,349,046
T - Gaia Corp.	614		928,136
Taiheiyo Cement Corp.†	2,067,000		2,698,768
Taiko Pharmaceutical Co., Ltd.	23,500		415,274
Taiyo Ink Manufacturing Co., Ltd.	50,900		1,342,323
Taiyo Nippon Sanso Corp.	109,000		991,299
The Japan Steel Works, Ltd.	130,000		1,488,097
THK Co., Ltd.	47,600		922,051
Tokyu Livable, Inc.	96,200		781,771
Toridoll.corp.	624		1,135,695
Toshiba Machine Co., Ltd.	368,000		1,482,852
Toshiba Plant Systems & Services Corp.	85,000		1,004,558
Towa Corp.†	97,900		717,349
Toyo Tanso Co., Ltd.	23,900		1,238,781
TS Tech Co., Ltd.	62,400		1,061,948
Tsugami Corp.	339,000		1,625,460
Unicharm Petcare Corp.	33,200		1,068,738
Union Tool Co.	129,700		3,649,614
Village Vanguard Co., Ltd.	197		941,263
Works Applications Co., Ltd.	1,937		1,273,238
Yamaguchi Financial Group, Inc.	93,000		1,018,504
Yamaha Motor Co., Ltd.†	237,500		3,157,043
Yamatake Corp.	49,200		1,154,064
			141,205,651
Jersey — 0.3%
Beazley PLC	255,889		440,122
United Business Media, Ltd.	19,828		132,212
West China Cement, Ltd.†	140,667		980,215
			1,552,549
Luxembourg — 1.4%
Acergy SA	230,219		3,794,647
GlobeOp Financial Services	5,100		17,264
Millicom International Cellular SA	50,457		4,275,726
Ternium SA ADR†	6,500		222,495
			8,310,132
Malaysia — 0.1%
IJM Corp. BHD	402,160		523,145
Public Bank BHD	60,070		195,794
			718,939
Mauritius — 0.1%
Golden Agri - Resources, Ltd.†	895,474		337,626
Mexico — 0.3%
Corp GEO SA de CV, Series B†	188,500		555,392

Security Description	Shares	Market Value (Note 2)
Mexico (continued)
Genomma Lab Internacional SA de CV†	211,500	$	648,152
Industrias CH SAB de CV†	117,000		380,893
Mexichem SAB de CV	189,500		441,777
			2,026,214
Netherlands — 2.2%
ASM International NV†	114,977		2,700,633
Koninklijke Bam Groep NV	127,248		1,007,723
Koninklijke Vopak NV†	45,474		3,344,282
SBM Offshore NV	167,032		2,963,532
SNS Reaal NV†	232,626		1,184,031
X5 Retail Group NV GDR†	38,367		1,235,418
			12,435,619
Norway — 1.3%
Aker Solutions ASA	248,749		3,293,950
Sparebank 1 SR Bank	453,700		4,146,043
			7,439,993
Panama — 0.1%
Copa Holdings SA, Class A	8,400		456,876
Papua New Guinea — 0.1%
New Britain Palm Oil, Ltd.	58,804		438,010
Philippines — 0.4%
Filinvest Land, Inc.	30,610,000		537,542
Metro Pacific Investments Corp.†	5,639,000		323,975
Security Bank Corp.	1,173,400		1,348,297
			2,209,814
Russia — 0.1%
Pharmstandard GDR†	33,088		685,252
Singapore — 0.8%
Cambridge Industrial Trust	1,787,000		565,707
City Developments, Ltd.	40,000		292,523
Ezra Holdings, Ltd.	95,000		151,384
Fortune Real Estate Investment Trust	1,540,000		624,956
Goodpack, Ltd.	764,000		760,902
SIA Engineering Co., Ltd.	233,000		580,138
Venture Corp., Ltd.	245,000		1,471,011
			4,446,621
South Africa — 0.2%
Aspen Pharmacare Holdings, Ltd.†	129,200		1,187,854
Impala Platinum Holdings, Ltd.	5,600		136,220
			1,324,074
South Korea — 1.8%
Cheil Industries, Inc.	9,075		461,613
Daegu Bank	41,530		529,911
Glovis Co., Ltd.	3,775		322,204
Hyundai Mobis	6,960		891,077
Intelligent Digital Integrated Security	33,905		409,233
Korea Investment Holdings Co., Ltd.	16,890		441,216
Korean Reinsurance Co.	75,510		683,555
LG Electronics, Inc.	2,361		217,801
LG Fashion Corp.	19,680		490,346
LG Household & Health Care, Ltd.	3,174		759,363
Samsung Electronics Co., Ltd.	2,989		1,917,248
Samsung Fire & Marine Insurance Co. Ltd.	2,958		470,516
SODIFF Advanced Materials Co., Ltd.	12,855		868,896
Sungwoo Hitech Co., Ltd.	41,848		510,517
Synopex, Inc.†	117,934		620,224
Taewoong Co., Ltd.	11,572		761,224

40

VALIC Company II International Small Cap Equity Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
South Korea (continued)
Taeyoung Engineering & Construction	33,840	$	144,416
			10,499,360
Spain — 1.9%
Antena 3 de Television SA	249,705		2,485,479
Iberia Lineas Aereas de Espana SA†	592,681		1,789,173
Obrascon Huarte Lain SA	168,973		3,741,135
Vueling Airlines SA†	249,567		3,109,380
			11,125,167
Sweden — 1.8%
Clas Ohlson AB	141,553		2,729,886
Elekta AB, Series B	142,410		3,595,304
Husqvarna AB, Class B†	267,720		1,723,519
Intrum Justitia AB	165,496		2,135,492
			10,184,201
Switzerland — 5.2%
Acino Holding AG	13,808		2,107,994
Actelion, Ltd.†	35,897		1,829,519
Aryzta AG	155,467		5,825,038
Banque Cantonale Vaudoise	9,959		4,436,008
Clariant AG†	322,638		3,495,933
EFG International AG	245,974		3,377,348
Gategroup Holding AG†	34,142		1,172,762
Nobel Biocare Holding AG	92,510		2,352,686
Sonova Holding AG	42,486		5,299,627
			29,896,915
Taiwan — 1.8%
Advantech Co., Ltd.	122,000		246,872
Chicony Electronics Co., Ltd.	248,819		605,901
China Life Insurance Co., Ltd.†	1,616,000		1,085,815
Delta Electronics, Inc.	144,000		419,799
Everlight Electronics Co., Ltd.	197,195		571,188
Far Eastern Department Stores Co., Ltd.	457,640		327,472
Foxconn Technology Co., Ltd.	24,000		84,933
Hon Hai Precision Industry Co., Ltd. GDR	73,400		623,166
InnoLux Display Corp.	247,370		351,705
International Games System Co., Ltd.	46,693		305,730
Polaris Securities Co., Ltd.†	757,000		370,564
Shin Zu Shing Co., Ltd.	123,620		462,527
Simplo Technology Co., Ltd.	141,600		743,927
St Shine Optical Co., Ltd.	140,000		899,213
Ta Chong Bank Co., Ltd.†	3,186,000		624,832
Transcend Information, Inc.	83,813		283,536
Wah Lee Industrial Corp.	622,000		773,803
Wistron Corp.	324,985		557,305
Yageo Corp.	2,442,000		837,540
			10,175,828
Thailand — 0.4%
BEC World PCL(2)	956,100		665,063
Big C Supercenter PCL(2)(4)	392,200		483,355
Kasikornbank PCL	326,000		887,343
Thoresen Thai Agencies PCL	265,630		193,609
TMB Bank PCL†(2)	8,949,600		354,574
			2,583,944
Turkey — 0.5%
BIM Birlesik Magazalar AS GDR	24,255		1,074,340
Turk Hava Yollari	518,600		1,643,156
			2,717,496

Security Description	Shares	Market Value (Note 2)
United Kingdom — 16.0%
Abbey Protection PLC	222,241	$	264,321
Afren PLC†	280,513		349,666
Alternative Networks PLC	46,180		108,439
Amlin PLC	90,269		543,411
Ark Therapeutics Group PLC†	341,787		72,962
Aveva Group PLC	17,097		268,516
Avocet Mining PLC†	278,260		406,258
Axis - Shield PLC†	38,258		228,093
Babcock International Group PLC	565,959		4,543,558
Britvic PLC	611,995		3,976,236
BTG PLC†	168,350		462,060
Burberry Group PLC	367,501		3,505,085
Cairn Energy PLC†	684,700		3,491,237
Care UK PLC	72,876		464,209
Caretech Holdings PLC	16,144		98,465
Carillion PLC	162,329		701,222
Charles Taylor Consulting PLC	140,409		473,151
Chemring Group PLC	162,545		8,226,092
Cohort PLC	140,659		221,983
Connaught PLC	186,902		858,099
Croda International PLC	392,057		5,380,274
CVS Group PLC†	210,165		652,135
Dana Petroleum PLC†	132,434		2,213,211
Datacash Group PLC	66,562		204,002
Davis Service Group PLC	40,471		250,543
Dechra Pharmaceuticals PLC	129,090		895,605
Development Securities PLC	47,882		209,357
Devro PLC	70,214		184,147
Dignity PLC	122,207		1,256,871
Domino Printing Sciences PLC	99,760		517,948
E2V Technologies PLC†	181,887		131,044
eaga PLC	152,561		358,010
Education Development International PLC	110,000		230,626
Energybuild Group PLC†	558,122		157,439
Fenner PLC	395,829		1,126,846
Fidessa Group PLC	20,291		430,062
Filtrona PLC	122,221		348,498
G4S PLC	1,035,200		4,242,623
Group NBT PLC	40,452		197,688
Gulfsands Petroleum PLC†	89,869		332,303
H&T Group PLC	22,248		88,711
Hargreaves Services PLC	19,188		215,045
Headlam Group PLC	50,311		205,978
Healthcare Locums PLC	129,862		463,352
Hill & Smith Holdings PLC	72,381		354,001
Homeserve PLC	51,024		1,322,623
Hunting PLC	40,092		359,152
IG Group Holdings PLC	544,920		3,213,066
Immunodiagnostic Systems Holdings PLC	43,116		443,767
Intec Telecom Systems PLC	275,292		411,370
James Halstead PLC	30,092		257,411
JD Wetherspoon PLC†	102,698		703,889
Kazakhmys PLC†	166,468		3,403,864
Keller Group PLC	20,982		211,796
Kewill PLC	255,531		385,737
Laird PLC	236,342		460,198
Latchways PLC	12,500		126,749
London Stock Exchange Group PLC	171,893		1,742,981
Low & Bonar PLC	351,137		176,686
Marston’s PLC	167,481		230,859
May Gurney Integrated Services PLC	139,232		511,645
Mears Group PLC	218,459		881,898
Melrose PLC	150,281		398,947
Micro Focus International PLC	71,204		512,568

41

VALIC Company II International Small Cap Equity Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
United Kingdom (continued)
Microgen PLC	40,000	$	52,758
Mitie Group PLC	127,298		439,257
Morson Group PLC	133,571		169,045
Mouchel Group PLC	220,034		707,082
N Brown Group PLC	131,300		431,644
Northgate PLC†	105,528		307,497
Pace PLC	131,207		350,113
PayPoint PLC	87,675		508,010
Phoenix IT Group, Ltd.	104,286		459,554
Premier Oil PLC†	50,288		841,937
PZ Cussons PLC	121,663		533,717
Rensburg Sheppards PLC	61,213		549,758
Rentokil Initial PLC†	2,088,944		4,105,749
RM PLC	202,228		536,541
Rotork PLC	18,862		373,315
RPS Group PLC	84,759		232,633
RWS Holdings PLC	49,204		254,339
Salamander Energy PLC†	99,005		377,558
SDL PLC†	38,956		269,676
Serco Group PLC	121,016		1,021,347
Spectris PLC	21,369		256,757
Spirax - Sarco Engineering PLC	18,752		363,132
St James’s Place PLC	917,620		3,579,119
Synergy Health PLC	255,586		2,326,613
Ultra Electronics Holdings PLC	19,082		385,816
Valiant Petroleum PLC†	27,383		217,536
Vectura Group PLC†	182,380		177,979
Vedanta Resources PLC	92,676		3,600,637
Victrex PLC	19,141		253,920
VT Group PLC	213,141		2,169,357
Xchanging PLC	291,200		817,000
			92,333,984
United States — 2.1%
AsiaInfo Holdings, Inc.†	61,200		1,494,504
Autoliv, Inc.†	86,429		3,855,598
Central European Distribution Corp.†	39,600		1,320,660
Virgin Media, Inc.	340,927		5,523,017
			12,193,779
Total Common Stock
(cost $533,568,610)			559,467,594
PREFERRED STOCK — 0.4%
Brazil — 0.2%
Banco ABC Brasil SA	74,000		503,666
Parana Banco SA	48,000		261,627
Suzano Papel e Celulose SA	24,600		253,194
Ultrapar Participacoes SA	10,500		468,307
			1,486,794
South Korea — 0.2%
Hyundai Motor Co.	27,410		983,064
Total Preferred Stock
(cost $2,575,605)			2,469,858
WARRANTS — 0.0%
Mauritius — 0.0%
Golden Agri - Resources, Ltd. Expires 07/24/12 (strike price 0.54 SGD)† (cost $0)	52,061		4,444
Total Long-Term Investment Securities
(cost $536,144,215)			561,941,896

Security Description	Principal Amount			Market Value (Note 2)
SHORT-TERM INVESTMENT SECURITIES — 1.9%
Time Deposits — 1.9%
Euro Time Deposit with State Street Bank & Trust Co. 0.01% due 03/01/10 (cost $11,265,000)	$	11,265,000		$	11,265,000
TOTAL INVESTMENTS
(cost $547,409,215)(3)		99.2	%		573,206,896
Other assets less liabilities		0.8			4,391,040
NET ASSETS —		100.0	%	$	577,597,936

† Non-income producing security

(1) Fair valued security. Securities are classified as Level 3 based on the securities valuation inputs; see Note 2.

(2) Fair valued security. Securities are classified as Level 2 based on the securities valuation inputs; see Note 2.

(3) See Note 5 for cost of investments on a tax basis.

(4) Denotes a restricted security that: (a) cannot be offered for public sale without first being registered, or being able to take advantage of an exemption from registration, under the Securities Act of 1933, as amended (the “1933 Act”); (b) is subject to a contractual restriction on public sales; or (c) is otherwise subject to a restriction on sales by operation of applicable law. Restricted securities are valued pursuant to Note 2. Certain restricted securities held by the Fund may not be sold except in exempt transactions or in a public offering registered under the 1933 Act. The Fund has no right to demand registration of these securities. The risk of investing in certain restricted securities is greater than the risk of investing in the securities of widely held, publicly traded companies. To the extent applicable, lack of a secondary market and resale restrictions may result in the inability of a Fund to sell a security at a fair price and may substantially delay the sale of the security. In addition, certain restricted securities may exhibit greater price volatility than securities for which secondary markets exist. As of February 28, 2010, the International Small Cap Equity Fund held the following restricted securities:

Name	Acquisi tion Date	Shares	Acquisi tion Cost		Market Value		Market Value Per Share		Value as a % of Net Assets
BIG C Supercenter PCL Common Stock	12/15/09	60,000	$	75,028
	12/16/09	229,500		287,140
	01/21/10	102,700		134,224
		392,200	$	496,392	$	483,355	$	0.97	0.08	%

ADR—American Depository Receipt

GDR—Global Depository Receipt

Currency Legend

SGD—Singapore Dollar

The following is a summary of the inputs used to value the Fund’s net assets as of February 28, 2010 (see Note 2):

	Level 1 — Unadjusted Quoted Prices		Level 2 — Other Observable Inputs		Level 3 — Significant Unobservable Inputs		Total
Long-Term Investment Securities:
Common Stock:
France	$	42,869,212	$	—	$	—	$	42,869,212
Japan		141,205,651		—		—		141,205,651
Switzerland		29,896,915		—		—		29,896,915
United Kingdom		92,333,984		—		—		92,333,984
Other Countries*		251,646,685		1,502,992		12,155		253,161,832
Preferred Stock		2,469,858		—		—		2,469,858
Warrants		4,444		—		—		4,444
Short-Term Investment Securities:
Time Deposits		—		11,265,000		—		11,265,000
Total	$	560,426,749	$	12,767,992	$	12,155	$	573,206,896

* Sum of all other countries each of which individually has an aggregate market value of less than 5% of net assets.

42

VALIC Company II International Small Cap Equity Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

The following is a reconciliation of Level 3 assets which significant unobservable inputs were used to determine fair value:

	Common Stock
Balance as of 8/31/2009	$	16,643
Accrued discounts/premiums		—
Realized gain (loss)		—
Change in unrealized appreciation (depreciation)		11,897
Net purchases (sales)		(16,385	)
Transfers in and/or out of Level 3		—
Balance as of 2/28/2010	$	12,155

See Notes to Financial Statements

43

VALIC Company II Large Cap Value Fund

PORTFOLIO PROFILE — February 28, 2010 (Unaudited)

Industry Allocation*

Diversified Banking Institutions	8.1	%
Oil Companies — Integrated	6.4
Diversified Manufacturing Operations	6.3
Banks — Super Regional	6.1
Medical — Drugs	5.8
Electric — Integrated	4.3
Oil Companies — Exploration & Production	3.5
Telephone — Integrated	3.4
Retail — Apparel/Shoe	2.6
Oil — Field Services	2.6
Computers — Memory Devices	2.3
Computers	2.3
Medical — HMO	2.3
Beverages — Non-alcoholic	2.2
Chemicals — Specialty	2.1
Medical — Wholesale Drug Distribution	1.7
Insurance — Reinsurance	1.7
Food — Meat Products	1.5
Oil Field Machinery & Equipment	1.5
Cosmetics & Toiletries	1.5
Cable/Satellite TV	1.4
Retail — Petroleum Products	1.4
Finance — Credit Card	1.4
Savings & Loans/Thrifts	1.4
Food — Misc.	1.2
Consumer Products — Misc.	1.2
Food — Canned	1.1
Paper & Related Products	1.0
Registered Investment Companies	1.0
Real Estate Investment Trusts	1.0
Multimedia	0.9
Power Converter/Supply Equipment	0.8
Retail — Discount	0.8
Electronic Parts Distribution	0.8
Insurance — Life/Health	0.7
Pipelines	0.7
Auto — Cars/Light Trucks	0.7
Printing — Commercial	0.7
Telecommunication Equipment	0.7
Appliances	0.6
Metal Processors & Fabrication	0.6
Chemicals — Diversified	0.6
Banks — Commercial	0.6
Auto/Truck Parts & Equipment — Original	0.5
Toys	0.5
Distribution/Wholesale	0.5
Aerospace/Defense	0.5
Oil & Gas Drilling	0.5
Investment Management/Advisor Services	0.5
Computer Services	0.5
Retail — Building Products	0.5
Building — Residential/Commercial	0.5
Machine Tools & Related Products	0.4
Funeral Services & Related Items	0.4
Hospital Beds/Equipment	0.4
Coatings/Paint	0.4
Retail — Regional Department Stores	0.4
Steel — Producers	0.4
Gas — Distribution	0.4
Electronic Connectors	0.4
Medical — Outpatient/Home Medical	0.4
Office Automation & Equipment	0.4
Tools — Hand Held	0.3
Electronic Components — Semiconductors	0.3
Broadcast Services/Program	0.3
Auto — Heavy Duty Trucks	0.3
Publishing — Newspapers	0.3
Containers — Paper/Plastic	0.3

Medical Products	0.3
E-Commerce/Services	0.2
	100.3	%

* Calculated as a percentage of net assets

44

VALIC Company II Large Cap Value Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK — 99.3%
Aerospace/Defense — 0.5%
Northrop Grumman Corp.	13,500	$	827,010
Appliances — 0.6%
Whirlpool Corp.	11,700		984,672
Auto - Cars/Light Trucks — 0.7%
Ford Motor Co.†	91,300		1,071,862
Auto - Heavy Duty Trucks — 0.3%
Oshkosh Corp.†	13,200		503,184
Auto/Truck Parts & Equipment - Original — 0.5%
Autoliv, Inc.†	10,500		468,405
TRW Automotive Holdings Corp.†	14,700		394,989
			863,394
Banks - Commercial — 0.6%
Fulton Financial Corp.	91,400		879,268
Banks - Super Regional — 6.1%
Capital One Financial Corp.	31,000		1,170,250
PNC Financial Services Group, Inc.	38,944		2,093,629
US Bancorp	97,604		2,402,035
Wells Fargo & Co.	143,794		3,931,328
			9,597,242
Beverages - Non - alcoholic — 2.2%
Coca - Cola Enterprises, Inc.	50,500		1,290,275
Dr Pepper Snapple Group, Inc.	68,200		2,165,350
			3,455,625
Broadcast Services/Program — 0.3%
Liberty Media Corp., Class A†	15,000		507,600
Building - Residential/Commercial — 0.5%
NVR, Inc.†	1,007		713,258
Cable/Satellite TV — 1.4%
Comcast Corp., Class A	87,700		1,441,788
DISH Network Corp., Class A	41,900		836,743
			2,278,531
Chemicals - Diversified — 0.6%
Huntsman Corp.	64,100		880,093
Chemicals - Specialty — 2.1%
Albemarle Corp.	20,000		749,800
Ashland, Inc.	13,600		640,288
Cabot Corp.	17,100		496,926
Cytec Industries, Inc.	14,000		597,380
Eastman Chemical Co.	13,000		774,150
			3,258,544
Coatings/Paint — 0.4%
RPM International, Inc.	34,500		664,125
Computer Services — 0.5%
Computer Sciences Corp.†	13,900		719,881
Computers — 2.3%
Hewlett - Packard Co.	34,700		1,762,413
International Business Machines Corp.	14,900		1,894,684
			3,657,097
Computers - Memory Devices — 2.3%
EMC Corp.†	106,500		1,862,685
Seagate Technology†	56,100		1,116,951
Western Digital Corp.†	17,700		683,751
			3,663,387

Security Description	Shares	Market Value (Note 2)
Consumer Products - Misc. — 1.2%
Jarden Corp.	58,500	$	1,875,510
Containers - Paper/Plastic — 0.3%
Sonoco Products Co.	14,000		414,120
Cosmetics & Toiletries — 1.5%
The Estee Lauder Cos., Inc., Class A	19,000		1,142,470
The Procter & Gamble Co.	19,431		1,229,594
			2,372,064
Distribution/Wholesale — 0.5%
Tech Data Corp.†	19,500		835,380
Diversified Banking Institutions — 8.1%
Bank of America Corp.	216,646		3,609,323
Citigroup, Inc.†	197,100		670,140
JP Morgan Chase & Co.	122,331		5,134,232
Morgan Stanley	29,723		837,594
The Goldman Sachs Group, Inc.	16,498		2,579,462
			12,830,751
Diversified Manufacturing Operations — 6.3%
Carlisle Cos., Inc.	11,000		377,300
Eaton Corp.	26,500		1,805,180
General Electric Co.	274,986		4,416,275
Illinois Tool Works, Inc.	30,400		1,383,808
Ingersoll-Rand PLC	33,900		1,081,749
Parker Hannifin Corp.	15,500		934,805
			9,999,117
E - Commerce/Services — 0.2%
Expedia, Inc.†	17,300		384,752
Electric - Integrated — 4.3%
Constellation Energy Group, Inc.	58,700		2,058,609
Dominion Resources, Inc.	45,300		1,720,947
DTE Energy Co.	49,200		2,136,264
TECO Energy, Inc.	56,900		872,277
			6,788,097
Electronic Components - Semiconductors — 0.3%
Intel Corp.	25,500		523,515
Electronic Connectors — 0.4%
Thomas & Betts Corp.†	16,788		606,047
Electronic Parts Distribution — 0.8%
Avnet, Inc.†	43,200		1,192,752
Finance - Credit Card — 1.4%
American Express Co.	56,700		2,165,373
Food - Canned — 1.1%
Del Monte Foods Co.	151,400		1,774,408
Food - Meat Products — 1.5%
Smithfield Foods, Inc.†	67,400		1,159,954
Tyson Foods, Inc., Class A	74,600		1,271,184
			2,431,138
Food - Misc. — 1.2%
General Mills, Inc.	27,300		1,965,873
Funeral Services & Related Items — 0.4%
Service Corp. International	88,000		709,280
Gas - Distribution — 0.4%
NiSource, Inc.	43,200		648,864
Hospital Beds/Equipment — 0.4%
Kinetic Concepts, Inc.†	16,500		691,680

45

VALIC Company II Large Cap Value Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Insurance - Life/Health — 0.7%
Prudential Financial, Inc.	21,600	$	1,132,056
Insurance - Reinsurance — 1.7%
Endurance Specialty Holdings, Ltd.	44,200		1,699,932
Reinsurance Group of America, Inc.	20,200		960,106
			2,660,038
Investment Management/Advisor Services — 0.5%
Ameriprise Financial, Inc.	19,100		764,573
Machine Tools & Related Products — 0.4%
Lincoln Electric Holdings, Inc.	14,900		710,730
Medical Products — 0.3%
Johnson & Johnson	6,500		409,500
Medical - Drugs — 5.8%
Endo Pharmaceuticals Holdings, Inc.†	50,300		1,144,325
Forest Laboratories, Inc.†	36,562		1,092,472
Merck & Co., Inc.	25,700		947,816
Pfizer, Inc.	340,427		5,974,494
			9,159,107
Medical - HMO — 2.3%
Humana, Inc.†	39,700		1,879,001
UnitedHealth Group, Inc.	52,000		1,760,720
			3,639,721
Medical - Outpatient/Home Medical — 0.4%
Lincare Holdings, Inc.†	14,900		598,384
Medical - Wholesale Drug Distribution — 1.7%
AmerisourceBergen Corp.	30,000		841,200
Cardinal Health, Inc.	53,800		1,827,586
			2,668,786
Metal Processors & Fabrication — 0.6%
Timken Co.	34,500		904,935
Multimedia — 0.9%
The Walt Disney Co.	20,200		631,048
Time Warner, Inc.	29,704		862,604
			1,493,652
Office Automation & Equipment — 0.4%
Xerox Corp.	61,000		571,570
Oil & Gas Drilling — 0.5%
Nabors Industries, Ltd.†	36,600		806,664
Oil Companies - Exploration & Production — 3.5%
Apache Corp.	7,800		808,392
Occidental Petroleum Corp.	40,507		3,234,484
XTO Energy, Inc.	34,100		1,558,370
			5,601,246
Oil Companies - Integrated — 6.4%
Chevron Corp.	43,152		3,119,890
ConocoPhillips	26,919		1,292,112
Exxon Mobil Corp.	87,883		5,712,395
			10,124,397
Oil Field Machinery & Equipment — 1.5%
National Oilwell Varco, Inc.	54,600		2,373,462
Oil - Field Services — 2.6%
Oil States International, Inc.†	31,400		1,350,828
Schlumberger, Ltd.	44,200		2,700,620
			4,051,448

Security Description	Shares/ Principal Amount			Market Value (Note 2)
Paper & Related Products — 1.0%
International Paper Co.		70,400		$	1,631,168
Pipelines — 0.7%
Spectra Energy Corp.		51,400			1,120,520
Power Converter/Supply Equipment — 0.8%
Hubbell, Inc., Class B		26,900			1,260,265
Printing - Commercial — 0.7%
R.R. Donnelley & Sons Co.		52,400			1,042,236
Publishing - Newspapers — 0.3%
Gannett Co., Inc.		28,800			436,320
Real Estate Investment Trusts — 1.0%
Annaly Capital Management, Inc.		82,327			1,513,170
Retail - Apparel/Shoe — 2.6%
Limited Brands, Inc.		67,700			1,496,847
Phillips - Van Heusen Corp.		20,600			896,512
Ross Stores, Inc.		35,900			1,755,869
					4,149,228
Retail - Building Products — 0.5%
Home Depot, Inc.		23,000			717,600
Retail - Discount — 0.8%
Big Lots, Inc.†		37,500			1,256,250
Retail - Petroleum Products — 1.4%
World Fuel Services Corp.		82,200			2,171,724
Retail - Regional Department Stores — 0.4%
Macy’s, Inc.		34,500			660,675
Savings & Loans/Thrifts — 1.4%
New York Community Bancorp, Inc.		137,700			2,132,973
Steel - Producers — 0.4%
Reliance Steel & Aluminum Co.		14,900			660,666
Telecommunication Equipment — 0.7%
Harris Corp.		22,800			1,031,016
Telephone - Integrated — 3.4%
AT&T, Inc.		152,410			3,781,292
Verizon Communications, Inc.		55,754			1,612,963
					5,394,255
Tools - Hand Held — 0.3%
Snap - On, Inc.		12,900			544,638
Toys — 0.5%
Mattel, Inc.		38,300			842,217
Total Long-Term Investment Securities
(cost $149,044,825)					156,968,684
SHORT-TERM INVESTMENT SECURITIES — 1.0%
Registered Investment Companies — 1.0%
VALIC Co. I Money Market I Fund(1) (cost $1,566,389)	$	1,566,389			1,566,389
TOTAL INVESTMENTS
(cost $150,611,214)(2)		100.3	%		158,535,073
Liabilities in excess of other assets		(0.3	)		(508,156	)
NET ASSETS —		100.0	%	$	158,026,917

† Non-income producing security

(1) Security represents an investment in an affiliated company (See Note 3).

(2) See Note 5 for cost of investments on a tax basis.

46

VALIC Company II Large Cap Value Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

The following is a summary of the inputs used to value the Fund’s net assets as of February 28, 2010 (see Note 2):

	Level 1 — Unadjusted Quoted Prices		Level 2 — Other Observable Inputs		Level 3 — Significant Unobservable Inputs		Total
Long-Term Investment Securities:
Common Stock:
Banks — Super Regional	$	9,597,242	$	—	$	—	$	9,597,242
Diversified Banking Institutions		12,830,751		—		—		12,830,751
Diversified Manufacturing Operations		9,999,117		—		—		9,999,117
Medical — Drugs		9,159,107		—		—		9,159,107
Oil Companies-Integrated		10,124,397		—		—		10,124,397
Other Industries*		105,258,070		—		—		105,258,070
Short-Term Investment Securities:
Registered Investment Companies		—		1,566,389		—		1,566,389
Total	$	156,968,684	$	1,566,389	$	—	$	158,535,073

* Sum of all other industries each of which individually has an aggregate market value of less than 5% of net assets.

See Notes to Financial Statements

47

VALIC Company II Mid Cap Growth Fund

PORTFOLIO PROFILE — February 28, 2010 (Unaudited)

Industry Allocation*

Electronic Components — Semiconductors	4.7	%
Repurchase Agreements	4.4
Transport — Truck	3.7
Apparel Manufacturers	3.7
Schools	3.0
Computer Services	2.8
Oil Companies — Exploration & Production	2.7
Medical — Biomedical/Gene	2.5
Coal	2.3
Oil & Gas Drilling	2.2
Insurance — Life/Health	2.2
Oil — Field Services	2.0
Distribution/Wholesale	1.8
Medical — HMO	1.8
Computer Aided Design	1.7
Retail — Regional Department Stores	1.7
Cosmetics & Toiletries	1.6
Investment Management/Advisor Services	1.6
Computers — Memory Devices	1.6
Commercial Services	1.5
Retail — Apparel/Shoe	1.5
Real Estate Management/Services	1.5
Consumer Products — Misc.	1.5
Machinery — Electrical	1.4
Engineering/R&D Services	1.4
Diversified Manufacturing Operations	1.4
Insurance — Multi-line	1.4
Machinery — Construction & Mining	1.3
Containers — Metal/Glass	1.3
Applications Software	1.3
Machinery — Pumps	1.3
Wireless Equipment	1.2
Electronic Connectors	1.2
Internet Security	1.2
Aerospace/Defense — Equipment	1.2
Hotels/Motels	1.2
X-Ray Equipment	1.1
Pharmacy Services	1.0
Agricultural Chemicals	1.0
Retail — Restaurants	1.0
Electronic Forms	1.0
Chemicals — Specialty	1.0
Semiconductor Equipment	1.0
Private Corrections	1.0
Auction Houses/Art Dealers	1.0
Retail — Auto Parts	1.0
Instruments — Scientific	0.9
Non-Hazardous Waste Disposal	0.9
Human Resources	0.9
Transactional Software	0.9
Medical Products	0.9
Research & Development	0.9
Retail — Perfume & Cosmetics	0.9
Retail — Automobile	0.9
Transport — Services	0.9
Steel — Producers	0.8
Medical Instruments	0.8
Finance — Investment Banker/Broker	0.8
Rubber — Tires	0.8
Batteries/Battery Systems	0.8
Casino Services	0.8
Physical Therapy/Rehabilitation Centers	0.8
Banks — Fiduciary	0.7
Semiconductor Components — Integrated Circuits	0.7
Metal — Copper	0.7
Dialysis Centers	0.6
Medical — Drugs	0.6
Respiratory Products	0.5
Telecommunication Equipment	0.5
Banks — Super Regional	0.5
	99.4	%

* Calculated as a percentage of net assets

48

VALIC Company II Mid Cap Growth Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK — 95.0%
Aerospace/Defense - Equipment — 1.2%
BE Aerospace, Inc.†	84,297	$	2,183,292
Agricultural Chemicals — 1.0%
Intrepid Potash, Inc.†	69,796		1,920,786
Apparel Manufacturers — 3.7%
Carter’s, Inc.†	79,290		2,272,451
Coach, Inc.	53,981		1,967,068
Hanesbrands, Inc.†	96,257		2,495,944
			6,735,463
Applications Software — 1.3%
Check Point Software Technologies†	71,474		2,330,052
Auction House/Art Dealers — 1.0%
KAR Auction Services, Inc.†	134,175		1,797,945
Banks - Fiduciary — 0.7%
State Street Corp.	29,806		1,338,588
Banks - Super Regional — 0.5%
Capital One Financial Corp.	23,067		870,779
Batteries/Battery Systems — 0.8%
Energizer Holdings, Inc.†	25,876		1,499,514
Casino Services — 0.8%
International Game Technology	81,728		1,434,326
Chemicals - Specialty — 1.0%
Albemarle Corp.	49,510		1,856,130
Coal — 2.3%
CONSOL Energy, Inc.	40,416		2,035,350
Walter Energy, Inc.	28,325		2,225,495
			4,260,845
Commercial Services — 1.5%
Alliance Data Systems Corp.†	50,639		2,807,426
Computer Aided Design — 1.7%
Autodesk, Inc.†	113,387		3,161,230
Computer Services — 2.8%
Cognizant Technology Solutions Corp., Class A†	58,955		2,837,504
IHS, Inc., Class A†	44,087		2,283,707
			5,121,211
Computers - Memory Devices — 1.6%
NetApp, Inc.†	43,140		1,294,631
Western Digital Corp.†	41,176		1,590,629
			2,885,260
Consumer Products - Misc. — 1.5%
Jarden Corp.	85,620		2,744,977
Containers - Metal/Glass — 1.3%
Crown Holdings, Inc.†	85,919		2,347,307
Cosmetics & Toiletries — 1.6%
The Estee Lauder Cos., Inc., Class A	49,291		2,963,868
Dialysis Centers — 0.6%
Fresenius Medical Care AG & Co. KGaA	21,808		1,138,798
Distribution/Wholesale — 1.8%
Fastenal Co.	37,328		1,656,243
LKQ Corp.†	87,920		1,683,668
			3,339,911
Diversified Manufacturing Operations — 1.4%
Cooper Industries PLC, Class A	55,788		2,530,544

Security Description	Shares	Market Value (Note 2)
Electronic Components - Semiconductors — 4.7%
Altera Corp.	85,392	$	2,086,127
Avago Technologies, Ltd.†	147,357		2,674,529
Broadcom Corp., Class A	57,836		1,811,423
Xilinx, Inc.	83,072		2,145,750
			8,717,829
Electronic Connectors — 1.2%
Amphenol Corp., Class A	53,610		2,232,857
Electronic Forms — 1.0%
Adobe Systems, Inc.†	54,329		1,882,500
Engineering/R&D Services — 1.4%
The Shaw Group, Inc.†	73,090		2,536,223
Finance - Investment Banker/Broker — 0.8%
TD Ameritrade Holding Corp.†	86,275		1,508,950
Hotel/Motels — 1.2%
Orient - Express Hotels, Ltd., Class A†	189,005		2,160,327
Human Resources — 0.9%
Robert Half International, Inc.	62,369		1,740,095
Instruments - Scientific — 0.9%
Thermo Fisher Scientific, Inc.†	35,822		1,747,039
Insurance - Life/Health — 2.2%
Aflac, Inc.	41,750		2,064,538
Lincoln National Corp.	75,613		1,903,935
			3,968,473
Insurance - Multi-line — 1.4%
Genworth Financial, Inc., Class A†	158,601		2,528,100
Internet Security — 1.2%
McAfee, Inc.†	56,138		2,228,117
Investment Management/Advisor Services — 1.6%
Affiliated Managers Group, Inc.†	41,022		2,917,895
Machinery - Construction & Mining — 1.3%
Bucyrus International, Inc.	37,812		2,365,519
Machinery - Electrical — 1.4%
Baldor Electric Co.	84,910		2,667,872
Machinery - Pumps — 1.3%
Flowserve Corp.	23,055		2,307,575
Medical Instruments — 0.8%
NuVasive, Inc.†	37,773		1,509,031
Medical Products — 0.9%
American Medical Systems Holdings, Inc.†	94,639		1,714,859
Medical - Biomedical/Gene — 2.5%
Charles River Laboratories International, Inc.†	25,168		954,371
Talecris Biotherapeutics Holdings Corp.†	92,307		1,977,216
United Therapeutics Corp.†	29,132		1,672,468
			4,604,055
Medical - Drugs — 0.6%
Shire PLC	52,212		1,120,153
Medical - HMO — 1.8%
Aetna, Inc.	42,405		1,271,726
AMERIGROUP Corp.†	76,523		2,011,024
			3,282,750
Metal - Copper — 0.7%
Freeport-McMoRan Copper & Gold, Inc.	17,077		1,283,507

49

VALIC Company II Mid Cap Growth Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Non-Hazardous Waste Disposal — 0.9%
Republic Services, Inc.	61,923	$	1,742,513
Oil & Gas Drilling — 2.2%
Atlas Energy, Inc.†	62,224		2,030,991
Noble Corp.†	46,844		1,979,628
			4,010,619
Oil Companies - Exploration & Production — 2.7%
Continental Resources, Inc.†	79,351		3,132,777
EXCO Resources, Inc.	94,146		1,780,301
			4,913,078
Oil - Field Services — 2.0%
Key Energy Services, Inc.†	253,701		2,572,528
Petroleum Geo - Services ASA†	87,270		1,105,422
			3,677,950
Pharmacy Services — 1.0%
Express Scripts, Inc.†	20,127		1,932,393
Physical Therapy/Rehabilitation Centers — 0.8%
Psychiatric Solutions, Inc.†	66,200		1,419,990
Private Corrections — 1.0%
Corrections Corp. of America†	84,400		1,806,160
Real Estate Management/Services — 1.5%
Jones Lang LaSalle, Inc.	43,152		2,748,351
Research & Development — 0.9%
Pharmaceutical Product Development, Inc.	80,724		1,700,048
Respiratory Products — 0.5%
ResMed, Inc.†	17,200		981,776
Retail - Apparel/Shoe — 1.5%
American Eagle Outfitters, Inc.	165,428		2,790,770
Retail - Auto Parts — 1.0%
O’Reilly Automotive, Inc.†	44,744		1,758,439
Retail - Automobile — 0.9%
Copart, Inc.†	45,969		1,640,174
Retail - Perfume & Cosmetics — 0.9%
Ulta Salon Cosmetics & Fragrance, Inc.†	91,075		1,669,405
Retail - Regional Department Stores — 1.7%
Macy’s, Inc.	160,108		3,066,068
Retail - Restaurants — 1.0%
Texas Roadhouse, Inc., Class A†	141,613		1,901,863
Rubber - Tires — 0.8%
The Goodyear Tire & Rubber Co.†	115,673		1,502,592
Schools — 3.0%
Capella Education Co.†	36,353		3,019,844
ITT Educational Services, Inc.†	23,441		2,556,006
			5,575,850
Semiconductor Components - Integrated Circuits — 0.7%
Marvell Technology Group, Ltd.†	66,663		1,287,929

Security Description	Shares/ Principal Amount			Market Value (Note 2)
Semiconductor Equipment — 1.0%
ASML Holding NV		59,597			1,826,693
Steel - Producers — 0.8%
Steel Dynamics, Inc.		93,662			1,529,501
Telecommunication Equipment — 0.5%
Tellabs, Inc.		133,729			924,067
Transactional Software — 0.9%
Solera Holdings, Inc.		50,723		$	1,732,698
Transport - Services — 0.9%
UTi Worldwide, Inc.		109,194			1,630,267
Transport - Truck — 3.7%
Con-way, Inc.		49,020			1,592,660
J.B. Hunt Transport Services, Inc.		53,869			1,911,272
Knight Transportation, Inc.		82,036			1,620,211
Landstar System, Inc.		41,309			1,647,816
					6,771,959
Wireless Equipment — 1.2%
Crown Castle International Corp.†		59,225			2,238,705
X-Ray Equipment — 1.1%
Hologic, Inc.†		118,529			2,044,625
Total Long-Term Investment Securities
(cost $144,734,120)					175,116,461
REPURCHASE AGREEMENT — 4.4%
Agreement with State Street Bank & Trust Co., bearing interest at 0.01%, dated 02/26/10, to be repurchased 03/01/10 in the amount of $8,128,007 and collateralized by Federal Home Loan Bank Bonds, bearing interest at 4.38% due 09/17/10 and having approximate value of $8,375,268 (cost $8,128,000)	$	8,128,000			8,128,000
TOTAL INVESTMENTS
(cost $152,862,120)(1)		99.4	%		183,244,461
Other assets less liabilities		0.6			1,047,369
NET ASSETS —		100.0	%	$	184,291,830

† Non-income producing security

(1) See Note 5 for cost of investments on a tax basis.

The following is a summary of the inputs used to value the Fund’s net assets as of February 28, 2010 (see Note 2):

	Level 1 — Unadjusted Quoted Prices		Level 2 — Other Observable Inputs		Level 3 — Significant Unobservable Inputs		Total
Long-Term Investment Securities:
Common Stock	$	175,116,461	$	—	$	—	$	175,116,461
Repurchase Agreement		—		8,128,000		—		8,128,000
Total	$	175,116,461	$	8,128,000	$	—	$	183,244,461

See Notes to Financial Statements

50

VALIC Company II Mid Cap Value Fund

PORTFOLIO PROFILE — February 28, 2010 (Unaudited)

Industry Allocation*

Electric — Integrated	6.5	%
Oil Companies — Exploration & Production	4.8
Insurance — Reinsurance	4.4
Diversified Manufacturing Operations	4.2
Real Estate Investment Trusts	3.9
Investment Management/Advisor Services	3.3
Insurance — Life/Health	3.1
Banks — Super Regional	3.0
Retail — Apparel/Shoe	2.4
Containers — Metal/Glass	2.0
Building — Residential/Commercial	1.9
Airlines	1.8
Electronic Parts Distribution	1.7
Medical — HMO	1.7
Semiconductor Equipment	1.6
Banks — Commercial	1.6
Electronic Components — Misc.	1.6
Medical — Drugs	1.6
Commercial Services	1.5
Medical — Wholesale Drug Distribution	1.5
Chemicals — Diversified	1.5
Medical — Generic Drugs	1.5
Telecom Services	1.3
Television	1.3
Food — Misc.	1.3
Transport — Truck	1.2
Gas — Distribution	1.2
Containers — Paper/Plastic	1.2
Telephone — Integrated	1.0
Coal	1.0
Engineering/R&D Services	1.0
Time Deposits	1.0
Auto/Truck Parts & Equipment — Original	0.9
Chemicals — Specialty	0.9
Retail — Regional Department Stores	0.9
Aerospace/Defense	0.8
Finance — Credit Card	0.8
Electric Products — Misc.	0.7
Agricultural Chemicals	0.7
Tools — Hand Held	0.7
Electronic Connectors	0.7
Apparel Manufacturers	0.7
Computer Services	0.7
Human Resources	0.7
Beverages — Non-alcoholic	0.7
Repurchase Agreements	0.6
Oil & Gas Drilling	0.6
Toys	0.6
Finance — Investment Banker/Broker	0.6
Metal — Iron	0.6
Applications Software	0.6
Machinery — Construction & Mining	0.6
Computer Graphics	0.6
Appliances	0.6
Semiconductor Components — Integrated Circuits	0.6
Water Treatment Systems	0.6
Hotels/Motels	0.6
Machinery — Farming	0.6
Internet Security	0.6
Consumer Products — Misc.	0.6
Food — Meat Products	0.6
Medical — Outpatient/Home Medical	0.6
Travel Services	0.6
Insurance — Property/Casualty	0.5
Building & Construction — Misc.	0.5
Forestry	0.5
Aerospace/Defense — Equipment	0.5
Cable/Satellite TV	0.5
Food — Dairy Products	0.5

Oil Field Machinery & Equipment	0.5
Food — Confectionery	0.5
Retail — Office Supplies	0.5
Distribution/Wholesale	0.5
Real Estate Management/Services	0.4
Oil — Field Services	0.4
Telecom Equipment — Fiber Optics	0.4
Agricultural Operations	0.4
Food — Retail	0.4
Insurance — Multi-line	0.4
Real Estate Operations & Development	0.3
Enterprise Software/Service	0.3
Cosmetics & Toiletries	0.3
Steel — Producers	0.3
Medical Labs & Testing Services	0.3
E-Commerce/Services	0.2
Medical — Hospitals	0.2
Tobacco	0.2
Electronic Components — Semiconductors	0.2
Therapeutics	0.2
Leisure Products	0.2
Investment Companies	0.2
Savings & Loans/Thrifts	0.1
Machine Tools & Related Products	0.1
	99.8	%

* Calculated as a percentage of net assets

51

VALIC Company II Mid Cap Value Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK — 98.0%
Aerospace/Defense — 0.8%
Esterline Technologies Corp.†	52,300	$	2,152,145
Teledyne Technologies, Inc.†	60,000		2,260,200
			4,412,345
Aerospace/Defense - Equipment — 0.5%
Goodrich Corp.	40,267		2,642,723
Agricultural Chemicals — 0.7%
Agrium, Inc.	59,000		3,820,250
Agricultural Operations — 0.4%
Bunge, Ltd.	36,200		2,157,158
Airlines — 1.8%
Delta Air Lines, Inc.†	713,775		9,221,973
Apparel Manufacturers — 0.7%
VF Corp.	48,900		3,783,882
Appliances — 0.6%
Whirlpool Corp.	38,186		3,213,734
Applications Software — 0.6%
Check Point Software Technologies†	101,573		3,311,280
Auto/Truck Parts & Equipment - Original — 0.9%
Magna International, Inc., Class A	34,255		1,952,192
WABCO Holdings, Inc.	108,621		2,904,526
			4,856,718
Banks - Commercial — 1.4%
Associated Banc - Corp.	110,300		1,423,973
BOK Financial Corp.	55,638		2,558,235
First Midwest Bancorp, Inc.	8,100		110,079
Regions Financial Corp.	413,804		2,793,177
Umpqua Holdings Corp.	53,200		663,936
			7,549,400
Banks - Super Regional — 3.0%
Comerica, Inc.	172,961		6,240,433
Fifth Third Bancorp	309,002		3,772,914
Huntington Bancshares, Inc.	543,231		2,612,941
SunTrust Banks, Inc.	124,658		2,968,107
			15,594,395
Beverages - Non - alcoholic — 0.7%
Dr Pepper Snapple Group, Inc.	112,440		3,569,970
Building & Construction - Misc. — 0.5%
Multiplan Empreendimentos Imobiliarios SA	158,000		2,731,328
Building - Residential/Commercial — 1.9%
MDC Holdings, Inc.	185,100		6,334,122
Toll Brothers, Inc.†	195,600		3,683,148
			10,017,270
Cable/Satellite TV — 0.5%
Cablevision Systems Corp., Class A	109,187		2,629,223
Chemicals - Diversified — 1.5%
Celanese Corp., Class A	82,184		2,563,319
FMC Corp.	92,400		5,282,508
			7,845,827
Chemicals - Specialty — 0.9%
Albemarle Corp.	69,161		2,592,846
Cytec Industries, Inc.	50,400		2,150,568
			4,743,414

Security Description	Shares	Market Value (Note 2)
Coal — 1.0%
Alpha Natural Resources, Inc.†	46,578	$	2,143,054
CONSOL Energy, Inc.	59,600		3,001,456
			5,144,510
Commercial Services — 1.5%
PHH Corp.†	437,200		8,092,572
Computer Graphics — 0.6%
Cie Generale de Geophysique-Veritas ADR†	135,300		3,262,083
Computer Services — 0.7%
Computer Sciences Corp.†	72,609		3,760,420
Consumer Products - Misc. — 0.6%
Jarden Corp.	94,936		3,043,648
Containers - Metal/Glass — 2.0%
Greif, Inc., Class A	63,700		3,263,988
Owens - Illinois, Inc.†	145,300		4,306,692
Rexam PLC	700,619		2,981,635
			10,552,315
Containers - Paper/Plastic — 1.2%
Bemis Co., Inc.	57,632		1,685,772
Packaging Corp. of America	97,863		2,329,139
Sonoco Products Co.	71,268		2,108,108
			6,123,019
Cosmetics & Toiletries — 0.3%
Alberto - Culver Co.	55,796		1,546,665
Distribution/Wholesale — 0.5%
WW Grainger, Inc.	23,447		2,383,388
Diversified Manufacturing Operations — 4.2%
Barnes Group, Inc.	245,700		3,945,942
Dover Corp.	65,100		2,946,426
Eaton Corp.	68,833		4,688,904
Ingersoll - Rand PLC	59,783		1,907,675
Pentair, Inc.	165,500		5,388,680
Textron, Inc.	168,000		3,346,560
			22,224,187
E - Commerce/Services — 0.2%
Expedia, Inc.	56,341		1,253,024
Electric Products - Misc. — 0.7%
AMETEK, Inc.	100,200		3,911,808
Electric - Integrated — 6.5%
Allegheny Energy, Inc.	86,600		1,961,490
CMS Energy Corp.	263,534		4,024,164
Edison International	107,415		3,504,952
Entergy Corp.	34,132		2,593,008
Northeast Utilities	187,300		4,794,880
NV Energy, Inc.	469,600		5,217,256
Westar Energy, Inc.	90,400		1,934,560
Wisconsin Energy Corp.	152,420		7,381,701
Xcel Energy, Inc.	127,230		2,647,656
			34,059,667
Electronic Components - Misc. — 1.6%
Flextronics International, Ltd.†	518,662		3,609,887
Kingboard Laminates Holdings, Ltd.	6,362,000		4,917,710
			8,527,597
Electronic Components - Semiconductors — 0.2%
Micron Technology, Inc.†	109,425		991,390
Electronic Connectors — 0.7%
Thomas & Betts Corp.†	105,600		3,812,160

52

VALIC Company II Mid Cap Value Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Electronic Parts Distribution — 1.7%
Arrow Electronics, Inc.†	285,092	$	8,042,445
Avnet, Inc.†	39,231		1,083,168
			9,125,613
Engineering/R&D Services — 1.0%
URS Corp.†	109,481		5,090,866
Enterprise Software/Service — 0.3%
BMC Software, Inc.†	42,277		1,557,485
Finance - Credit Card — 0.8%
Discover Financial Services	315,120		4,301,388
Finance - Investment Banker/Broker — 0.6%
TD Ameritrade Holding Corp.†	190,200		3,326,598
Finance - Other Services — 0.0%
Solar Cayman Ltd.*(1)(2)(3)(5)	120,200		48,080
Food - Confectionery — 0.5%
The J.M. Smucker Co.	41,382		2,469,678
Food - Dairy Products — 0.5%
Dean Foods Co.†	179,900		2,624,741
Food - Meat Products — 0.6%
BRF - Brasil Foods SA	113,300		2,764,867
BRF - Brasil Foods SA ADR†	4,900		241,619
			3,006,486
Food - Misc. — 1.3%
ConAgra Foods, Inc.	180,356		4,411,508
PureCircle, Ltd.†	628,526		2,295,310
			6,706,818
Food - Retail — 0.4%
Safeway, Inc.	84,921		2,118,117
Forestry — 0.5%
Sino - Forest Corp.†*(2)	84,300		1,640,012
Sino - Forest Corp.†	55,600		1,081,669
			2,721,681
Gas - Distribution — 1.2%
Sempra Energy	52,994		2,605,715
UGI Corp.	151,816		3,802,991
			6,408,706
Hotel/Motels — 0.6%
Starwood Hotels & Resorts Worldwide, Inc.	81,044		3,136,403
Human Resources — 0.7%
Manpower, Inc.	36,026		1,856,060
Team Health Holdings, Inc.†	119,000		1,725,500
			3,581,560
Insurance - Life/Health — 3.1%
Lincoln National Corp.	159,906		4,026,433
Principal Financial Group, Inc.	117,400		2,724,854
Unum Group	451,174		9,388,931
			16,140,218
Insurance - Multi - line — 0.4%
Hartford Financial Services Group, Inc.	83,446		2,033,579
Insurance - Property/Casualty — 0.5%
Fidelity National Financial, Inc., Class A	92,400		1,316,700
First American Corp.	46,500		1,498,695
			2,815,395

Security Description	Shares	Market Value (Note 2)
Insurance - Reinsurance — 4.4%
Everest Re Group, Ltd.	88,058	$	7,521,914
PartnerRe, Ltd.	59,631		4,747,224
Platinum Underwriters Holdings, Ltd.	110,255		4,122,435
Reinsurance Group of America, Inc.	139,259		6,618,980
			23,010,553
Internet Security — 0.6%
McAfee, Inc.†	76,700		3,044,223
Investment Management/Advisor Services — 3.3%
Affiliated Managers Group, Inc.†	44,176		3,142,239
Ameriprise Financial, Inc.	257,826		10,320,775
Invesco, Ltd.	190,200		3,727,920
			17,190,934
Leisure Products — 0.2%
WMS Industries, Inc.†	21,951		832,601
Machine Tools & Related Products — 0.1%
Kennametal, Inc.	12,700		330,835
Machinery - Construction & Mining — 0.6%
Terex Corp.†	169,600		3,302,112
Machinery - Farming — 0.6%
AGCO Corp.†	89,800		3,075,650
Medical Labs & Testing Services — 0.3%
Laboratory Corp. of America Holdings†	18,900		1,385,559
Medical - Drugs — 1.6%
Endo Pharmaceuticals Holdings, Inc.†	101,312		2,304,848
Forest Laboratories, Inc.†	87,894		2,626,273
King Pharmaceuticals, Inc.†	300,500		3,380,625
			8,311,746
Medical - Generic Drugs — 1.5%
Impax Laboratories, Inc.†	498,415		7,680,575
Medical - HMO — 1.7%
CIGNA Corp.	260,008		8,907,874
Medical - Hospitals — 0.2%
Universal Health Services, Inc., Class B	34,419		1,067,677
Medical - Outpatient/Home Medical — 0.6%
Amedisys, Inc.†	51,500		2,968,975
Medical - Wholesale Drug Distribution — 1.5%
AmerisourceBergen Corp.	281,759		7,900,522
Metal - Iron — 0.6%
Cliffs Natural Resources, Inc.	58,919		3,323,032
Oil & Gas Drilling — 0.6%
Ensco International PLC ADR	36,600		1,616,622
Noble Corp.†	41,149		1,738,957
			3,355,579
Oil Companies - Exploration & Production — 4.8%
Cobalt International Energy, Inc.†	157,700		1,946,018
Newfield Exploration Co.†	195,226		9,970,192
Noble Energy, Inc.	99,176		7,204,145
Pioneer Natural Resources Co.	75,346		3,514,891
Whiting Petroleum Corp.†	35,932		2,689,510
			25,324,756
Oil Field Machinery & Equipment — 0.5%
Cameron International Corp.†	63,206		2,599,663
Oil - Field Services — 0.4%
SBM Offshore NV	124,955		2,216,989

53

VALIC Company II Mid Cap Value Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Real Estate Investment Trusts — 3.9%
Boston Properties, Inc.	28,170	$	1,913,588
Chimera Investment Corp.	1,485,016		5,940,064
Essex Property Trust, Inc.	27,975		2,403,053
Federal Realty Investment Trust	43,092		2,971,624
Liberty Property Trust	69,277		2,142,738
Piedmont Office Realty Trust, Inc.	38,700		648,225
Ventas, Inc.	72,036		3,183,271
Vornado Realty Trust	21,520		1,414,294
			20,616,857
Real Estate Management/Services — 0.4%
BR Malls Participacoes SA†	174,600		2,270,481
Real Estate Operations & Development — 0.3%
Iguatemi Empresa de Shopping Centers SA	99,600		1,576,272
Registered Investment Companies — 0.2%
Solar Capital, Ltd.†(2)(3)(4)	48,344		802,970
Retail - Apparel/Shoe — 2.4%
Abercrombie & Fitch Co., Class A	59,136		2,153,733
American Eagle Outfitters, Inc.	177,000		2,985,990
AnnTaylor Stores Corp.†	90,500		1,557,505
Guess?, Inc.	49,262		2,009,397
Ross Stores, Inc.	77,300		3,780,743
			12,487,368
Retail - Office Supplies — 0.5%
OfficeMax, Inc.†	151,640		2,421,691
Retail - Regional Department Stores — 0.9%
Macy’s, Inc.	234,556		4,491,747
Savings & Loans/Thrifts — 0.1%
Beneficial Mutual Bancorp, Inc.†	84,004		788,798
Semiconductor Components - Integrated Circuits — 0.6%
Analog Devices, Inc.	37,631		1,100,330
Linear Technology Corp.	75,500		2,051,335
			3,151,665
Semiconductor Equipment — 1.6%
Teradyne, Inc.†	212,800		2,125,872
Varian Semiconductor Equipment Associates, Inc.†	217,550		6,543,904
			8,669,776
Steel - Producers — 0.3%
Steel Dynamics, Inc.	93,225		1,522,364
Telecom Equipment - Fiber Optics — 0.4%
JDS Uniphase Corp.†	202,100		2,168,533
Telecom Services — 1.3%
Virgin Media, Inc.	434,500		7,038,900
Telephone - Integrated — 1.0%
Qwest Communications International, Inc.	705,067		3,215,106
Windstream Corp.	220,254		2,231,173
			5,446,279
Television — 1.3%
CBS Corp., Class B	527,046		6,846,328
Therapeutics — 0.2%
Theravance, Inc.†	89,071		969,983
Tobacco — 0.2%
Lorillard, Inc.	13,725		1,002,474
Tools - Hand Held — 0.7%
The Stanley Works	66,701		3,818,632

Security Description	Shares/ Principal Amount			Market Value (Note 2)
Toys — 0.6%
Mattel, Inc.		151,600		$	3,333,684
Transport - Truck — 1.2%
J.B. Hunt Transport Services, Inc.		100,100			3,551,548
Werner Enterprises, Inc.		132,558			2,957,369
					6,508,917
Travel Services — 0.6%
Thomas Cook Group PLC		817,479			2,939,227
Water Treatment Systems — 0.6%
Nalco Holding Co.		135,100			3,142,426
Total Common Stock
(cost $466,565,952)					515,847,982
PREFERRED STOCK — 0.2%
Banks - Commercial — 0.2%
Umpqua Holdings Corp., Series B 15.00% (cost $997,700)		90,700			1,120,145
Total Long-Term Investment Securities
(cost $467,563,652)					516,968,127
SHORT-TERM INVESTMENT SECURITIES — 1.0%
Time Deposits — 1.0%
Euro Time Deposit with State Street Bank & Trust Co. 0.01% due 03/01/10 (cost $5,074,000)	$	5,074,000			5,074,000
REPURCHASE AGREEMENT — 0.6%
Agreement with State Street Bank & Trust Co., bearing interest at 0.01%, dated 02/26/10, to be repurchased 03/01/10 in the amount of $3,367,003 and collateralized by $3,330,000 of Federal Home Loan Bank Notes, bearing interest at 4.38%, due 09/17/10 and having an approximate value of $3,468,861 (cost $3,367,000)		3,367,000			3,367,000
TOTAL INVESTMENTS
(cost $476,004,652)(6)		99.8	%		525,409,127
Other assets less liabilities		0.2			982,389
NET ASSETS —		100.0	%	$	526,391,516

† Non-income producing security

* Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. The Fund has no right to demand registration of these securities. At February 28, 2010, the aggregate value of these securities was $1,688,092 representing 0.3% of net assets. Unless otherwise indicated these securities are not considered to be illiquid.

(1) Consists of more than one type of securities traded together as a unit.

54

VALIC Company II Mid Cap Value Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

(2) Denotes a restricted security that: (a) cannot be offered for public sale without first being registered, or being able to take advantage of an exemption from registration, under the Securities Act of 1933, as amended (the “1933 Act”); (b) is subject to a contractual restriction on public sales; or (c) is otherwise subject to a restriction on sales by operation of applicable law. Restricted securities are valued pursuant to Note 2. Certain restricted securities held by the Fund may not be sold except in exempt transactions or in a public offering registered under the 1933 Act. The Fund has no right to demand registration of these securities. The risk of investing in certain restricted securities is greater than the risk of investing in the securities of widely held, publicly traded companies. To the extent applicable, lack of a secondary market and resale restrictions may result in the inability of a Fund to sell a security at a fair price and may substantially delay the sale of the security. In addition, certain restricted securities may exhibit greater price volatility than securities for which secondary markets exist. As of February 28, 2010, the Mid Cap Value Fund held the following restricted securities:

Name	Acquisition Date	Shares	Acquisition Cost		Market Value		Market Value Per Share		% of Net Assets
Solar Capital Common Stock	3/9/2007	48,344	$	1,754,920	$	802,970	$	36.30	0.2	%
Solar Cayman Ltd. Common Stock	3/9/2007	120,200		1,803,000		48,080		0.40	0.0
Sino-Forest Corp. Common Stock	12/11/2009	84,300		1,338,032		1,640,012		19.45	0.3
					$	2,491,062			0.5	%

(3) Illiquid security. At February 28, 2010, the aggregate value of the securities was $851,050, representing 0.2% of net assets.

(4) Fair valued security. Securities are classified as Level 2 based on the securities valuation inputs; see Note 2.

(5) Fair valued security. Securities are classified as Level 3 based on the securities valuation inputs; see Note 2.

(6) See Note 5 for cost of investments on a tax basis.

ADR—American Depository Receipt

The following is a summary of the inputs used to value the Fund’s net assets as of February 28, 2010 (see Note 2):

	Level 1 — Unadjusted Quoted Prices		Level 2 — Other Observable Inputs		Level 3 — Significant Unobservable Inputs		Total
Long-Term Investment Securities:
Common Stock:
Electric — Integrated	$	34,059,667	$	—	$	—	$	34,059,667
Other Industries*		480,937,265		802,970		48,080		481,788,315
Preferred Stock		1,120,145		—		—		1,120,145
Short-Term Investment Securities:
Time Deposit		—		5,074,000		—		5,074,000
Repurchase Agreement		—		3,367,000		—		3,367,000
Total	$	516,117,077	$	9,243,970	$	48,080	$	525,409,127

* Sum of all other industries each of which individually has an aggregate market value of less than 5% of net assets

The following is a reconciliation of Level 3 assets which significant unobservable inputs were used to determine fair value:

	Common Stock
Balance as of 8/31/2009	$	1,121,466
Accrued discounts/premiums		—
Realized gain (loss)		—
Change in unrealized appreciation (depreciation)		681,534
Net purchases (sales)		(1,754,920	)
Transfers in and/or out of Level 3		—
Balance as of 2/28/2010	$	48,080

See Notes to Financial Statements

55

VALIC Company II Moderate Growth Lifestyle Fund

PORTFOLIO PROFILE — February 28, 2010 (Unaudited)

Industry Allocation*

Fixed Income Investment Companies	41.7	%
Domestic Equity Investment Companies	40.2
International Equity Investment Companies	12.7
Real Estate Investment Companies	5.4
	100.0	%

* Calculated as a percentage of net assets

56

VALIC Company II Moderate Growth Lifestyle Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited)

Security Description	Shares		Market Value (Note 2)
AFFILIATED REGISTERED INVESTMENT COMPANIES#(1) — 100.0%
Domestic Equity Investment Companies — 40.2%
VALIC Co. I Blue Chip Growth Fund	962,398		$	8,420,984
VALIC Co. I Small Cap Special Values Fund	1,377,403			10,509,582
VALIC Co. I Stock Index Fund	577,874			12,794,124
VALIC Co. I Value Fund	919,617			7,687,995
VALIC Co. II Capital Appreciation Fund	837,126			7,115,568
VALIC Co. II Mid Cap Value Fund	759,367			10,631,136
VALIC Co. II Small Cap Growth Fund†	151,421			1,558,125
VALIC Co. II Small Cap Value Fund	837,122			9,015,809
Total Domestic Equity Investment Companies
(cost $53,958,506)				67,733,323
Fixed Income Investment Companies — 41.7%
VALIC Co. I Government Securities Fund	79,066			826,243
VALIC Co. II Core Bond Fund	2,474,550			24,745,506
VALIC Co. II High Yield Bond Fund	2,321,671			16,158,830
VALIC Co. II Strategic Bond Fund	2,713,727			28,521,269
Total Fixed Income Investment Companies
(cost $65,307,439)				70,251,848
International Equity Investment Companies — 12.7%
VALIC Co. I Foreign Value Fund	1,288,389			10,616,330
VALIC Co. I International Equities Fund	1,870,355			10,829,354
Total International Equity Investment Companies
(cost $19,171,184)				21,445,684
Real Estate Investment Companies — 5.4%
VALIC Co. I Global Real Estate Fund (cost $7,198,473)	1,241,470			9,099,975
TOTAL INVESTMENTS
(cost $145,635,602)(2)	100.0	%		168,530,830
Liabilities in excess of other assets	0.0			(60,547	)
NET ASSETS —	100.0	%	$	168,470,283

† Non-income producing security

# The Moderate Growth Lifestyle Fund invests in various VALIC Company I or VALIC Company II Funds, some of which are not presented in this report. Additional information on the underlying funds including such fund’s prospectuses and shareholder reports, is available at our website, www.valic.com.

(1) See Note 3

(2) See Note 5 for cost of investments on a tax basis.

The following is a summary of the inputs used to value the Fund’s net assets as of February 28, 2010 (see Note 2):

	Level 1 — Unadjusted Quoted Prices		Level 2 — Other Observable Inputs		Level 3 — Significant Unobservable Inputs		Total
Affiliated Registered Investment Companies:
Domestic Equity Investment Companies	$	67,733,323	$	—	$	—	$	67,733,323
Fixed Income Investment Companies		70,251,848		—		—		70,251,848
International Equity Investment Companies		21,445,684		—		—		21,445,684
Real Estate Investment Companies		9,099,975		—		—		9,099,975
Total	$	168,530,830	$	—	$	—	$	168,530,830

See Notes to Financial Statements

57

VALIC Company II Money Market II Fund

PORTFOLIO PROFILE — February 28, 2010 (Unaudited)

Industry Allocation*

U.S. Government Agencies	55.3	%
Repurchase Agreement	13.9
Foreign Bank	9.9
Diversified Financial Services	4.7
Finance	4.2
Commercial Banks — Canadian	3.5
Domestic Bank	3.4
Super-Regional Banks — US	3.0
Money Center Banks	2.3
	100.2	%
Weighted Average Days to Maturity	55.3

Credit Quality@#

A-1 100.0 % 

* Calculated as a percentage of net assets.

@ Source: Standard & Poors.

# Calculated as a percentage of total debt issues.

58

VALIC Company II Money Market II Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited)

Security Description	Principal Amount		Market Value (Note 2)
SHORT-TERM INVESTMENT SECURITIES — 86.3%
Certificates of Deposit — 13.5%
Barclays Bank PLC 0.63% due 03/08/10(1)	$	7,400,000	$	7,400,000
Calyon 0.39% due 03/15/10(1)		600,000		599,973
Calyon 0.39% due 04/05/10(1)		3,000,000		2,999,897
Deutsche Bank AG 0.65% due 10/05/10		3,900,000		3,900,000
Deutsche Bank AG 0.85% due 03/18/10(1)		3,650,000		3,657,084
Nordea Bank Finland 0.15% due 03/31/10		3,350,000		3,350,000
Royal Bank of Canada 0.23% due 03/09/10(1)		3,500,000		3,500,000
Royal Bank of Canada 0.29% due 03/22/10(1)		4,250,000		4,250,000
Total Certificates of Deposit
(amortized cost $29,656,954)				29,656,954
U.S. Corporate Bonds & Notes — 17.5%
Bank of America NA Senior Notes 0.26% due 03/22/10(1)		3,100,000		3,100,000
Bank of America NA Senior Notes 0.85% due 05/12/10(1)		3,500,000		3,503,934
Citigroup, Inc. Senior Notes 0.40% due 05/18/10(1)		250,000		249,479
Citigroup Funding, Inc. Company Guar. Notes 1.30% due 05/07/10(1)		10,050,000		10,044,869
General Electric Capital Corp. Senior Notes 0.28% due 03/12/10(1)		1,730,000		1,730,037
General Electric Capital Corp. Senior Notes 0.31% due 04/06/10(1)		300,000		300,116
General Electric Capital Corp. Senior Notes 0.40% due 03/12/10(1)		3,250,000		3,250,000
General Electric Capital Corp. Senior Notes 0.66% due 03/09/10(1)		420,000		420,472
General Electric Capital Corp. FDIC Guar. Notes 0.89% due 03/09/10(1)		3,500,000		3,522,898
JPMorgan Chase & Co. FDIC Guar. Notes 0.33% due 05/24/10(1)		1,000,000		1,000,000
JPMorgan Chase & Co. Senior Notes 0.57% due 03/24/10(1)		4,000,000		4,007,949
Wachovia Bank NA Senior Notes 0.33% due 03/02/10(1)		1,855,000		1,854,161
Wachovia Corp. Senior Notes 0.41% due 03/01/10(1)		3,750,000		3,749,565

Security Description	Principal Amount		Market Value (Note 2)
U.S. Corporate Bonds & Notes (continued)
Wells Fargo & Co. Senior Notes 0.47% due 05/20/10(1)	$	1,770,000	$	1,771,259
Total U.S. Corporate Bonds & Notes
(amortized cost $38,504,739)				38,504,739
U.S. Government Agencies — 55.3%
Federal Farm Credit Bank 0.23% due 03/27/10(1)		4,000,000		3,999,655
0.66% due 03/01/10(1)		3,800,000		3,800,000
4.75% due 05/07/10		215,000		216,658
5.25% due 09/13/10		35,000		35,802
Federal Home Loan Bank 0.12% due 04/21/10		3,000,000		2,999,490
0.15% due 04/13/10(1)		9,500,000		9,499,233
0.15% due 06/14/10		2,000,000		1,999,125
0.20% due 04/08/10(1)		5,000,000		5,000,149
0.21% due 03/21/10(1)		8,000,000		8,000,000
0.35% due 04/13/10(1)		3,800,000		3,800,000
0.50% due 10/19/10		7,600,000		7,599,237
0.90% due 04/07/10		1,500,000		1,499,923
1.05% due 03/05/10		3,800,000		3,799,974
4.13% due 08/13/10		195,000		197,882
5.00% due 09/01/10		40,000		40,818
7.63% due 05/14/10		35,000		35,499
Federal Home Loan Mtg. Corp. 0.08% due 03/17/10		3,600,000		3,599,872
0.14% due 04/27/10		2,100,000		2,099,534
0.15% due 04/12/10(1)		3,000,000		2,999,981
0.17% due 06/17/10		1,500,000		1,499,258
0.19% due 07/13/10		3,200,000		3,197,737
0.20% due 07/23/10		2,000,000		1,998,400
0.20% due 08/17/10		1,000,000		999,061
0.21% due 04/26/10		3,800,000		3,798,759
0.22% due 04/26/10		3,800,000		3,798,700
0.24% due 04/26/10		3,800,000		3,798,581
0.28% due 10/26/10		2,500,000		2,495,436
0.30% due 04/07/10(1)		3,500,000		3,499,615
0.32% due 09/14/10		1,000,000		998,249
5.13% due 08/23/10		155,000		158,155
Federal National Mtg. Assoc. 0.11% due 03/17/10		4,100,000		4,099,800
0.14% due 04/13/10(1)		6,500,000		6,499,853
0.15% due 06/01/10		1,500,000		1,499,425
0.18% due 05/24/10		4,000,000		3,998,320
0.19% due 07/19/10		3,300,000		3,297,562
0.20% due 05/05/10(1)		3,800,000		3,799,806
0.20% due 06/14/10		3,000,000		2,998,250
0.21% due 08/02/10		3,000,000		2,997,305
0.21% due 08/04/10		3,530,000		3,526,788
3.63% due 05/28/10		45,000		45,324
4.25% due 08/15/10		326,000		331,059
4.38% due 06/21/10		300,000		303,397
4.50% due 06/01/10		712,000		718,952
Total U.S. Government Agencies
(amortized cost $121,580,624)				121,580,624
Total Short-Term Investment Securities — 86.3%
(amortized cost $189,742,317)				189,742,317

59

VALIC Company II Money Market II Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount			Market Value (Note 2)
REPURCHASE AGREEMENT — 13.9%
UBS Securities LLC Joint Repurchase Agreement(2) (cost $30,466,000)	$	30,466,000		$	30,466,000
TOTAL INVESTMENTS
(amortized cost $220,208,317)(3)		100.2	%		220,208,317
Liabilities in excess of other assets		(0.2	)		(537,598	)
NET ASSETS —		100.0	%	$	219,670,719

(1) Floating rate security where the rate fluctuates. The rate moves up or down at each reset date. The rate reflected is as of February 28, 2010.

(2) See Note 2 for details of Joint Repurchase Agreements.

(3) See Note 5 for cost of investments on a tax basis.

FDIC—Federal Deposit Insurance Corp.

The following is a summary of the inputs used to value the Fund’s net assets as of February 28, 2010 (see Note 2):

	Level 1 — Unadjusted Quoted Prices		Level 2 — Other Observable Inputs		Level 3 — Significant Unobservable Inputs		Total
Short-Term Investment Securities:
Certificates of Deposit	$	—	$	29,656,954	$	—	$	29,656,954
U.S. Corporate Bonds & Notes		—		38,504,739		—		38,504,739
U.S. Government Agencies		—		121,580,624		—		121,580,624
Repurchase Agreement		—		30,466,000		—		30,466,000
Total	$	—	$	220,208,317	$	—	$	220,208,317

See Notes to Financial Statements

60

VALIC Company II Small Cap Growth Fund

PORTFOLIO PROFILE — February 28, 2010 (Unaudited)

Industry Allocation*

Retail — Apparel/Shoe	6.9	%
Enterprise Software/Service	5.1
Medical — Biomedical/Gene	4.1
Electronic Components — Semiconductors	3.1
Oil Companies — Exploration & Production	3.1
Medical Instruments	2.9
Transport — Truck	2.6
Medical — Drugs	2.5
Medical — HMO	2.5
Applications Software	2.3
Patient Monitoring Equipment	2.2
Apparel Manufacturers	2.1
Internet Application Software	2.0
Computers — Integrated Systems	1.9
Schools	1.9
Medical Labs & Testing Services	1.5
Building & Construction Products — Misc.	1.5
Retirement/Aged Care	1.4
Retail — Office Supplies	1.4
Insurance — Property/Casualty	1.4
Aerospace/Defense — Equipment	1.4
Wireless Equipment	1.4
Semiconductor Equipment	1.3
Therapeutics	1.3
Commercial Services — Finance	1.3
Retail — Building Products	1.3
Time Deposits	1.3
Educational Software	1.2
Building Products — Air & Heating	1.2
Investment Management/Advisor Services	1.2
Telecom Services	1.2
Machinery — General Industrial	1.1
Banks — Commercial	1.1
Physical Therapy/Rehabilitation Centers	1.1
Medical Imaging Systems	1.0
Metal Processors & Fabrication	1.0
Home Furnishings	1.0
Internet Security	1.0
Machinery — Electrical	1.0
Building — Heavy Construction	1.0
Semiconductor Components — Integrated Circuits	1.0
Decision Support Software	1.0
Diversified Manufacturing Operations	0.9
Private Corrections	0.9
Recreational Centers	0.9
Machinery — Pumps	0.9
Drug Delivery Systems	0.9
Communications Software	0.9
Computer Aided Design	0.8
Computers — Periphery Equipment	0.8
Retail — Restaurants	0.8
Internet Content — Information/News	0.8
Advanced Materials	0.8
Non — Hazardous Waste Disposal	0.8
Medical — Outpatient/Home Medical	0.8
Oil — Field Services	0.7
Chemicals — Diversified	0.7
Satellite Telecom	0.7
Power Converter/Supply Equipment	0.7
Batteries/Battery Systems	0.7
Retail — Perfume & Cosmetics	0.7
Computer Data Security	0.6
Theaters	0.6
Investment Companies	0.6
Retail — Home Furnishings	0.6
Retail — Appliances	0.6
Networking Products	0.6
Internet Infrastructure Software	0.5
E-Marketing/Info	0.5

Savings & Loans/Thrifts	0.5
Resorts/Theme Parks	0.5
Finance — Investment Banker/Broker	0.5
Medical Information Systems	0.4
Footwear & Related Apparel	0.4
	99.9	%

* Calculated as a percentage of net assets

61

VALIC Company II Small Cap Growth Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited)

Security Description	Shares	Market Value (Notes 2)
COMMON STOCK — 98.6%
Advanced Materials — 0.8%
STR Holdings, Inc.†	22,600	$	375,386
Aerospace/Defense - Equipment — 1.4%
HEICO Corp.	14,180		675,677
Apparel Manufacturers — 2.1%
G - III Apparel Group, Ltd.†	34,000		712,980
Under Armour, Inc., Class A†	11,600		302,296
			1,015,276
Applications Software — 2.3%
NetSuite, Inc.†	39,850		492,546
Nuance Communications, Inc.†	43,890		631,577
			1,124,123
Banks - Commercial — 1.1%
City National Corp.	5,000		249,600
Columbia Banking System, Inc.	13,300		272,118
			521,718
Batteries/Battery Systems — 0.7%
EnerSys†	14,400		328,176
Building & Construction Products - Misc. — 1.5%
Simpson Manufacturing Co., Inc.	8,670		213,109
Trex Co., Inc.†	24,800		495,752
			708,861
Building Products - Air & Heating — 1.2%
Lennox International, Inc.	13,650		576,030
Building - Heavy Construction — 1.0%
Orion Marine Group, Inc.†	26,500		465,340
Chemicals - Diversified — 0.7%
Innospec, Inc.†	33,090		352,409
Commercial Services - Finance — 1.3%
Coinstar, Inc.†	12,100		359,128
Morningstar, Inc.†	6,090		268,569
			627,697
Communications Software — 0.9%
SolarWinds, Inc.†	21,920		412,315
Computer Aided Design — 0.8%
ANSYS, Inc.†	9,310		408,337
Computer Data Security — 0.6%
Fortinet, Inc.†	18,300		314,394
Computer Services — 0.0%
Syntel, Inc.	10		339
Computers - Integrated Systems — 1.9%
NCI, Inc.†	11,730		330,434
Riverbed Technology, Inc.†	21,200		577,700
			908,134
Computers - Periphery Equipment — 0.8%
Compellent Technologies, Inc.†	25,300		392,909
Decision Support Software — 1.0%
MSCI, Inc., Class A†	15,350		460,193
Diversified Manufacturing Operations — 0.9%
Carlisle Cos., Inc.	12,940		443,842
Drug Delivery Systems — 0.9%
Nektar Therapeutics†	34,500		427,455
E - Marketing/Info — 0.5%
Digital River, Inc.†	8,690		228,460

Security Description	Shares	Market Value (Notes 2)
Educational Software — 1.2%
Blackboard, Inc.†	15,340	$	599,487
Electronic Components - Semiconductors — 3.1%
Cavium Networks, Inc.†	22,600		540,140
Mellanox Technologies, Ltd.†	17,100		322,506
Monolithic Power Systems, Inc.†	31,600		641,796
			1,504,442
Enterprise Software/Service — 5.1%
Concur Technologies, Inc.†	10,000		393,400
MedAssets, Inc.†	30,150		652,747
Omnicell, Inc.†	54,760		740,903
Taleo Corp., Class A†	27,940		657,708
			2,444,758
Finance - Investment Banker/Broker — 0.5%
Broadpoint Gleacher Securities, Inc.†	56,300		225,763
Footwear & Related Apparel — 0.4%
Iconix Brand Group, Inc.†	13,810		179,944
Home Furnishings — 1.0%
Tempur - Pedic International, Inc.†	16,700		474,280
Insurance - Property/Casualty — 1.4%
ProAssurance Corp.†	7,000		373,240
Tower Group, Inc.	13,592		309,490
			682,730
Internet Application Software — 2.0%
Art Technology Group, Inc.†	148,900		591,133
DealerTrack Holdings, Inc.†	25,240		358,913
			950,046
Internet Content - Information/News — 0.8%
Archipelago Learning, Inc.†	21,500		390,655
Internet Infrastructure Software — 0.5%
F5 Networks, Inc.†	4,470		249,426
Internet Security — 1.0%
Sourcefire, Inc.†	20,020		467,667
Investment Companies — 0.6%
PennantPark Investment Corp.	29,362		299,492
Investment Management/Advisor Services — 1.2%
Affiliated Managers Group, Inc.†	4,530		322,219
Calamos Asset Management, Inc., Class A	18,370		245,056
			567,275
Machinery - Electrical — 1.0%
Baldor Electric Co.	14,860		466,901
Machinery - General Industrial — 1.1%
Wabtec Corp.	14,400		549,216
Machinery - Pumps — 0.9%
Graco, Inc.	15,800		433,078
Medical Imaging Systems — 1.0%
Vital Images, Inc.†	31,770		503,237
Medical Information Systems — 0.4%
athenahealth, Inc.†	5,180		190,831
Medical Instruments — 2.9%
Bruker Corp.†	56,650		708,125
Micrus Endovascular Corp.†	13,200		267,036
Thoratec Corp.†	15,420		444,867
			1,420,028

62

VALIC Company II Small Cap Growth Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Shares	Market Value (Notes 2)
COMMON STOCK (continued)
Medical Labs & Testing Services — 1.5%
Genoptix, Inc.†	10,380	$	338,077
ICON PLC ADR†	16,130		379,861
			717,938
Medical - Biomedical/Gene — 4.1%
Alexion Pharmaceuticals, Inc.†	4,690		232,249
ARIAD Pharmaceuticals, Inc.†	69,700		177,038
Enzo Biochem, Inc.†	75,010		392,302
Exelixis, Inc.†	32,930		213,057
Halozyme Therapeutics, Inc.†	56,530		309,219
Human Genome Sciences, Inc.†	12,300		346,245
Incyte Corp.†	29,700		316,602
			1,986,712
Medical - Drugs — 2.5%
Cumberland Pharmaceuticals, Inc.†	30,300		336,330
Medivation, Inc.†	7,590		273,316
Myriad Pharmaceuticals, Inc.†	28,265		135,955
Sucampo Pharmaceuticals, Inc. Class A†	36,520		125,994
ViroPharma, Inc.†	26,400		328,944
			1,200,539
Medical - HMO — 2.5%
Health Net, Inc.†	27,200		628,048
Healthspring, Inc.†	30,030		552,852
			1,180,900
Medical - Outpatient/Home Medical — 0.8%
Amedisys, Inc.†	6,400		368,960
Metal Processors & Fabrication — 1.0%
Commercial Metals Co.	29,980		491,672
Networking Products — 0.6%
Switch & Data Facilities Co., Inc.†	16,080		287,671
Non - Hazardous Waste Disposal — 0.8%
Waste Connections, Inc.†	11,000		369,820
Oil Companies - Exploration & Production — 3.1%
Concho Resources, Inc.†	9,240		429,198
Forest Oil Corp.†	22,990		623,029
Swift Energy Co.†	14,200		423,018
			1,475,245
Oil - Field Services — 0.7%
Oceaneering International, Inc.†	5,860		354,237
Patient Monitoring Equipment — 2.2%
Insulet Corp.†	39,990		587,853
Masimo Corp.	16,245		449,824
			1,037,677
Physical Therapy/Rehabilitation Centers — 1.1%
Psychiatric Solutions, Inc.†	24,130		517,588
Power Converter/Supply Equipment — 0.7%
Generac Holdings, Inc.†	26,000		349,180
Private Corrections — 0.9%
The Geo Group, Inc.†	22,220		439,289
Recreational Centers — 0.9%
Life Time Fitness, Inc.†	17,214		436,547
Resort/Theme Parks — 0.5%
Vail Resorts, Inc.†	6,300		226,863

Security Description	Shares	Market Value (Notes 2)
Retail - Apparel/Shoe — 6.9%
AnnTaylor Stores Corp.†	34,000	$	585,140
DSW, Inc., Class A†	29,000		780,970
J Crew Group, Inc.†	14,030		590,382
Lululemon Athletica, Inc.†	12,100		346,665
Talbots, Inc.†	48,300		523,572
The Children’s Place Retail Stores, Inc.†	13,500		515,835
			3,342,564
Retail - Appliances — 0.6%
Hhgregg, Inc.†	14,100		294,267
Retail - Building Products — 1.3%
Lumber Liquidators Holdings, Inc.†	28,300		627,694
Retail - Home Furnishings — 0.6%
Kirkland’s, Inc.†	17,900		296,424
Retail - Office Supplies — 1.4%
OfficeMax, Inc.†	42,900		685,113
Retail - Perfume & Cosmetics — 0.7%
Ulta Salon Cosmetics & Fragrance, Inc.†	17,490		320,592
Retail - Restaurants — 0.8%
The Cheesecake Factory, Inc.†	16,580		392,117
Retirement/Aged Care — 1.4%
Emeritus Corp.†	39,130		686,340
Satellite Telecom — 0.7%
DigitalGlobe, Inc.†	14,680		350,265
Savings & Loans/Thrifts — 0.5%
WSFS Financial Corp.	7,440		228,334
Schools — 1.9%
American Public Education, Inc.†	12,170		526,474
Lincoln Educational Services Corp.†	16,410		365,943
			892,417
Semiconductor Components - Integrated Circuits — 1.0%
Hittite Microwave Corp.†	11,140		464,984
Semiconductor Equipment — 1.3%
Varian Semiconductor Equipment Associates, Inc.†	12,870		387,130
Verigy, Ltd.†	26,500		263,940
			651,070
Telecom Services — 1.2%
Cbeyond, Inc.†	19,540		242,296
Neutral Tandem, Inc.†	19,400		312,728
			555,024
Theaters — 0.6%
National CineMedia, Inc.	19,190		308,767
Therapeutics — 1.3%
BioMarin Pharmaceutical, Inc.†	18,290		365,800
Onyx Pharmaceuticals, Inc.†	5,100		141,576
Theravance, Inc.†	11,710		127,522
			634,898
Transport - Truck — 2.6%
Landstar System, Inc.	12,960		516,974
Marten Transport, Ltd.†	19,500		367,380
Old Dominion Freight Line, Inc.†	11,370		349,514
			1,233,868
Wireless Equipment — 1.4%
Viasat, Inc.†	21,740		660,896
Total Long-Term Investment Securities
(cost $43,438,059)			47,432,799

63

VALIC Company II Small Cap Growth Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount			Market Value (Notes 2)
SHORT-TERM INVESTMENT SECURITIES — 1.3%
Time Deposits — 1.3%
Euro Time Deposit with State Street Bank & Trust Co. 0.01% due 03/01/10 (cost $611,000)	$	611,000		$	611,000
TOTAL INVESTMENTS
(cost $44,049,059)(1)		99.9	%		48,043,799
Other assets less liabilities		0.1			30,290
NET ASSETS —		100.0	%	$	48,074,089

† Non-income producing security

(1) See Note 5 for cost of investments on a tax basis.

ADR—American Depository Receipt

The following is a summary of the inputs used to value the Fund’s net assets as of February 28, 2010 (see Note 2):

	Level 1 — Unadjusted Quoted Prices		Level 2 — Other Observable Inputs		Level 3 — Significant Unobservable Inputs		Total
Long-Term Investment Securities:
Common Stock:
Enterprise Software/Service	$	2,444,758	$	—	$	—	$	2,444,758
Retail — Apparel/Shoe		3,342,564		—		—		3,342,564
Other Industries*		41,645,477		—		—		41,645,477
Short-Term Investment Securities:
Time Deposit		—		611,000		—		611,000
Total	$	47,432,799	$	611,000	$	—	$	48,043,799

* Sum of all other industries each of which individually has an aggregate market value of less than 5% of net assets.

See Notes to Financial Statements

64

VALIC Company II Small Cap Value Fund

PORTFOLIO PROFILE — February 28, 2010 (Unaudited)

Industry Allocation*

Banks — Commercial	10.7	%
Real Estate Investment Trusts	4.9
Repurchase Agreements	3.6
Oil Companies — Exploration & Production	2.9
Electronic Components — Misc.	2.7
Electric — Integrated	2.6
Semiconductor Equipment	2.5
Retail — Apparel/Shoe	2.0
Medical — Biomedical/Gene	2.0
Gas — Distribution	2.0
Food — Misc.	1.8
Human Resources	1.8
Index Fund — Small Cap	1.7
Distribution/Wholesale	1.6
Retail — Automobile	1.5
Oil — Field Services	1.4
Finance — Investment Banker/Broker	1.4
Paper & Related Products	1.3
Telecom Services	1.3
Insurance — Property/Casualty	1.3
Retail — Restaurants	1.2
Insurance — Reinsurance	1.2
Transport — Truck	1.2
Consumer Products — Misc.	1.1
Transactional Software	1.1
Gold Mining	1.1
Machinery — General Industrial	1.1
Diversified Manufacturing Operations	1.1
Computers — Memory Devices	1.0
Savings & Loans/Thrifts	1.0
Telecommunication Equipment	1.0
Auto/Truck Parts & Equipment — Original	1.0
Time Deposits	0.9
Lasers — System/Components	0.9
Oil & Gas Drilling	0.9
Investment Management/Advisor Services	0.9
Insurance — Life/Health	0.9
Data Processing/Management	0.8
Pharmacy Services	0.8
Retail — Bookstores	0.8
Computers — Periphery Equipment	0.8
Rental Auto/Equipment	0.8
Engineering/R&D Services	0.8
Enterprise Software/Service	0.7
Insurance — Multi — line	0.7
Containers — Paper/Plastic	0.7
Apparel Manufacturers	0.7
Medical Products	0.7
Medical Labs & Testing Services	0.6
Finance — Consumer Loans	0.6
Metal Processors & Fabrication	0.6
Rubber — Tires	0.6
Computer Software	0.5
Electric Products — Misc.	0.5
Chemicals — Plastics	0.5
Commercial Services — Finance	0.5
Transport — Services	0.5
Consulting Services	0.5
Diversified Operations/Commercial Services	0.5
Building — Mobile Home/Manufactured Housing	0.5
Internet Application Software	0.5
Food — Baking	0.5
Computer Services	0.5
Diversified Minerals	0.5
Medical — HMO	0.5
Auto/Truck Parts & Equipment — Replacement	0.5
Wire & Cable Products	0.5
Retail — Office Supplies	0.4
Medical — Outpatient/Home Medical	0.4

Chemicals — Specialty	0.4
Silver Mining	0.4
Advanced Materials	0.4
Collectibles	0.4
Batteries/Battery Systems	0.4
Transport — Air Freight	0.4
Airlines	0.4
Semiconductor Components — Integrated Circuits	0.3
Transport — Marine	0.3
Auction Houses/Art Dealers	0.3
Building & Construction Products — Misc.	0.3
Hazardous Waste Disposal	0.3
Telephone — Integrated	0.3
Publishing — Newspapers	0.3
Oil Refining & Marketing	0.3
Home Furnishings	0.3
Office Furnishings — Original	0.3
Aerospace/Defense — Equipment	0.3
Computer Aided Design	0.3
United States Treasury Notes	0.2
Disposable Medical Products	0.2
Television	0.2
Financial Guarantee Insurance	0.2
Retail — Home Furnishings	0.2
Commercial Services	0.2
Machinery — Farming	0.2
Chemicals — Diversified	0.2
Non-Ferrous Metals	0.2
Finance — Auto Loans	0.2
Electronic Components — Semiconductors	0.2
Networking Products	0.2
Retail — Regional Department Stores	0.2
Medical — Drugs	0.2
Industrial Automated/Robotic	0.2
Circuit Boards	0.2
Medical — Generic Drugs	0.1
Textile — Apparel	0.1
Toys	0.1
Internet Infrastructure Software	0.1
Recycling	0.1
Building Products — Air & Heating	0.1
Metal — Diversified	0.1
Office Supplies & Forms	0.1
Investment Companies	0.1
Computers — Integrated Systems	0.1
Food — Wholesale/Distribution	0.1
Machinery — Material Handling	0.1
Applications Software	0.1
Aerospace/Defense	0.1
Footwear & Related Apparel	0.1
Real Estate Operations & Development	0.1
Publishing — Books	0.1
Hotels/Motels	0.1
Retail — Hair Salons	0.1
Printing — Commercial	0.1
Medical Imaging Systems	0.1
Telecom Equipment — Fiber Optics	0.1
Cosmetics & Toiletries	0.1
Radio	0.1
Funeral Services & Related Items	0.1
Retail — Leisure Products	0.1
E-Services/Consulting	0.1
Auto Repair Centers	0.1
Patient Monitoring Equipment	0.1
Multilevel Direct Selling	0.1
Steel Pipe & Tube	0.1
Rubber/Plastic Products	0.1
Diagnostic Equipment	0.1
Medical Laser Systems	0.1

65

VALIC Company II Small Cap Value Fund

PORTFOLIO PROFILE — February 28, 2010 (Unaudited) — (continued)

Industry Allocation* (continued)

Coal	0.1	%
Entertainment Software	0.1
Platinum	0.1
Water	0.1
Research & Development	0.1
Building Products — Light Fixtures	0.1
Containers — Metal/Glass	0.1
Physical Therapy/Rehabilitation Centers	0.1
Finance — Credit Card	0.1
Retail — Discount	0.1
	101.6	%

* Calculated as a percentage of net assets

66

VALIC Company II Small Cap Value Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK — 95.2%
Advanced Materials — 0.4%
Hexcel Corp.†	123,700	$	1,363,174
STR Holdings, Inc.†	14,780		245,496
			1,608,670
Advertising Services — 0.0%
Marchex, Inc., Class B	18,900		97,146
Aerospace/Defense — 0.1%
Cubic Corp.	12,018		414,501
Aerospace/Defense-Equipment — 0.3%
Orbital Sciences Corp.†	54,440		1,004,418
Agricultural Operations — 0.0%
Andersons, Inc.	1,600		51,680
Airlines — 0.4%
Hawaiian Holdings, Inc.†	16,240		126,347
Republic Airways Holdings, Inc.†	30,518		185,855
Skywest, Inc.	77,880		1,149,509
			1,461,711
Apparel Manufacturers — 0.7%
Jones Apparel Group, Inc.	41,620		701,713
Maidenform Brands, Inc.†	12,860		221,449
Volcom, Inc.†	103,500		1,670,490
			2,593,652
Applications Software — 0.1%
EPIQ Systems, Inc.†	36,018		418,529
Auction House/Art Dealers — 0.3%
KAR Auction Services, Inc.†	90,000		1,206,000
Audio/Video Products — 0.0%
Audiovox Corp., Class A†	7,460		53,861
Auto Repair Centers — 0.1%
Midas, Inc.†	31,703		287,546
Auto/Truck Parts & Equipment - Original — 1.0%
ArvinMeritor, Inc.†	56,578		659,699
Autoliv, Inc.†	5,480		244,463
Fuel Systems Solutions, Inc.†	67,200		1,874,208
Modine Manufacturing Co.†	22,720		213,568
Superior Industries International, Inc.	51,100		738,395
			3,730,333
Auto/Truck Parts & Equipment - Replacement — 0.5%
ATC Technology Corp.†	77,460		1,735,879
Banks - Commercial — 10.7%
1st Source Corp.	16,128		240,791
1st United Bancorp, Inc.†	22,840		179,066
Alliance Financial Corp.	800		21,488
Associated Banc - Corp.	259,300		3,347,563
Bancfirst Corp.	13,140		524,286
Bancorp, Inc.†	13,520		95,046
Bank of Hawaii Corp.	27,280		1,151,489
Banner Corp.	15,080		40,867
Cardinal Financial Corp.	5,060		49,133
Cathay General Bancorp	453,660		4,414,112
Centerstate Banks of Florida, Inc.	9,800		105,252
Central Pacific Financial Corp.†	43,778		56,911
Century Bancorp, Inc. Class A	1,318		25,174
Chemical Financial Corp.	12,100		249,260
Citizens Republic Bancorp†	52,000		36,660
City Holding Co.	29,000		930,610
City National Corp.	57,800		2,885,376

Security Description	Shares	Market Value (Note 2)
Banks - Commercial (continued)
Community Bank System, Inc.	22,680	$	508,259
Community Trust Bancorp, Inc.	19,180		489,282
Cullen/Frost Bankers, Inc.	7,620		412,623
CVB Financial Corp.	225,700		2,099,010
East West Bancorp, Inc.	214,800		3,763,296
F.N.B. Corp.	77,840		591,584
Financial Institutions, Inc.	10,100		133,724
First BanCorp. Puerto Rico	29,220		61,946
First Busey Corp.	22,980		86,405
First Citizens BancShares, Inc., Class A	1,440		263,505
First Community Bancshares, Inc.	7,300		83,950
First Financial Bancorp	38,398		712,667
First Financial Bankshares, Inc.	3,520		184,272
First Merchants Corp.	3,780		21,886
First South Bancorp, Inc.	3,580		38,378
FirstMerit Corp.	176,175		3,724,339
Fulton Financial Corp.	439		4,223
Guaranty Bancorp†	14,560		19,802
Heartland Financial USA, Inc.	9,140		132,713
Hudson Valley Holding Corp.	3,124		75,757
International Bancshares Corp.	80,700		1,710,840
Lakeland Bancorp, Inc.	17,636		134,386
Lakeland Financial Corp.	4,580		80,654
MB Financial, Inc.	6,520		132,682
Nara BanCorp., Inc.†	22,520		198,852
Northrim BanCorp, Inc.	5,160		82,096
Old National Bancorp	5,260		59,754
Old Second Bancorp, Inc.	3,680		24,987
Pacific Capital Bancorp†	16,458		20,243
S&T Bancorp, Inc.	3,680		65,246
Santander Bancorp†	16,200		197,802
SCBT Financial Corp.	3,020		109,807
Sierra Bancorp	2,820		29,187
Simmons First National Corp., Class A	16,120		428,147
Southwest Bancorp, Inc.	17,480		136,694
Suffolk Bancorp	2,720		77,466
Sun Bancorp, Inc.†	18,620		64,984
Susquehanna Bancshares, Inc.	39,800		332,330
SVB Financial Group†	10,320		459,859
Synovus Financial Corp.	647,000		1,843,950
TCF Financial Corp.	68,640		991,161
The South Financial Group, Inc.	258,300		147,231
Tompkins Financial Corp.	6,548		234,811
Trustco Bank Corp. NY	26,200		158,510
UMB Financial Corp.	31,360		1,201,401
Umpqua Holdings Corp.	17,000		212,160
Union First Market Bankshares Corp.	2,940		36,779
United Community Banks, Inc.†	26,940		111,801
Washington Trust Bancorp, Inc.	10,980		186,989
West Bancorp, Inc.	3,080		15,924
Westamerica Bancorporation	9,324		511,701
Whitney Holding Corp.	33,680		432,788
Zions Bancorporation	151,500		2,808,810
			41,000,737
Batteries/Battery Systems — 0.4%
A123 Systems, Inc.†	1,700		27,999
EnerSys†	67,420		1,536,502
			1,564,501
Building & Construction Products - Misc. — 0.3%
Builders FirstSource, Inc.†	28,760		86,280
Gibraltar Industries, Inc.†	53,280		622,310
Interline Brands, Inc.†	5,500		97,350

67

VALIC Company II Small Cap Value Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Building & Construction Products - Misc. (continued)
NCI Building Systems, Inc.†	10,340	$	19,646
Quanex Building Products Corp.	15,120		235,570
Trex Co., Inc.†	7,178		143,488
			1,204,644
Building & Construction - Misc. — 0.0%
Dycom Industries, Inc.†	12,600		113,778
Building Products - Air & Heating — 0.1%
Lennox International, Inc.	11,740		495,428
Building Products - Cement — 0.0%
US Concrete, Inc.†	26,880		15,241
Building Products - Light Fixtures — 0.1%
LSI Industries, Inc.	37,100		227,423
Building - Maintance & Services — 0.0%
Integrated Electrical Services, Inc.†	5,980		28,345
Building - Mobile Home/Manufactured Housing — 0.5%
Thor Industries, Inc.	53,000		1,798,290
Building - Residential/Commercial — 0.0%
Amrep Corp.†	2,520		33,768
Chemicals - Diversified — 0.2%
Innophos Holdings, Inc.	17,820		413,780
Innospec, Inc.†	27,340		291,171
			704,951
Chemicals - Plastics — 0.5%
A. Schulman, Inc.	5,540		130,522
PolyOne Corp.†	135,120		1,074,204
Spartech Corp.†	83,940		855,349
			2,060,075
Chemicals - Specialty — 0.4%
H.B. Fuller Co.	43,918		921,839
ICO, Inc.	10,840		85,636
Minerals Technologies, Inc.	7,280		355,483
Zep, Inc.	11,360		250,942
			1,613,900
Circuit Boards — 0.2%
DDi Corp.†	3,200		16,160
Park Electrochemical Corp.	20,840		566,431
			582,591
Coal — 0.1%
Cloud Peak Energy, Inc.†	14,100		214,461
Westmoreland Coal Co.†	2,500		27,725
			242,186
Collectibles — 0.4%
RC2 Corp.†	112,000		1,580,320
Commercial Services — 0.2%
PHH Corp.†	44,480		823,325
Commercial Services - Finance — 0.5%
Advance America Cash Advance Centers, Inc.	14,440		90,539
Deluxe Corp.	54,320		975,044
Dollar Financial Corp.†	39,938		896,209
Global Cash Access Holdings, Inc.†	5,820		43,592
Jackson Hewitt Tax Service, Inc.†	20,598		50,259
			2,055,643

Security Description	Shares	Market Value (Note 2)
Computer Aided Design — 0.3%
Aspen Technology, Inc.†	107,158	$	964,422
Computer Data Security — 0.0%
Fortinet, Inc.†	3,400		58,412
Computer Services — 0.5%
CIBER, Inc.†	44,160		164,717
COMSYS IT Partners, Inc.†	7,778		135,959
SYKES Enterprises, Inc.†	1,273		30,310
Unisys Corp.†	41,346		1,443,389
			1,774,375
Computer Software — 0.5%
Avid Technology, Inc.†	155,000		2,084,750
Computers - Integrated Systems — 0.1%
Agilysys, Inc.	40,160		438,547
Computers - Memory Devices — 1.0%
Imation Corp.†	13,900		127,880
Quantum Corp.†	560		1,389
Silicon Storage Technology, Inc.†	59,880		191,017
STEC, Inc.†	146,500		1,506,020
Xyratex, Ltd.†	165,000		2,179,650
			4,005,956
Computers - Periphery Equipment — 0.8%
Electronics for Imaging, Inc.†	256,720		3,044,699
Consulting Services — 0.5%
FTI Consulting, Inc.†	52,500		1,928,850
Consumer Products - Misc. — 1.1%
American Greetings Corp., Class A	69,220		1,320,026
Blyth, Inc.†	17,992		518,889
Central Garden and Pet Co., Class A†	31,260		298,533
Helen of Troy, Ltd.†	32,220		778,757
Jarden Corp.	11,860		380,232
Prestige Brands Holdings, Inc.†	68,440		549,573
Tupperware Brands Corp.	10,858		507,394
			4,353,404
Containers - Metal/Glass — 0.1%
Silgan Holdings, Inc.	3,838		219,188
Containers - Paper/Plastic — 0.7%
Graham Packaging Co., Inc.†	23,300		243,718
Rock - Tenn Co., Class A	23,880		999,139
Temple - Inland, Inc.	75,000		1,396,500
			2,639,357
Cosmetics & Toiletries — 0.1%
Inter Parfums, Inc.	24,940		338,685
Data Processing/Management — 0.8%
Acxiom Corp.†	30,100		507,486
CSG Systems International, Inc.†	59,042		1,187,925
Fair Isaac Corp.	11,020		253,019
Schawk, Inc.	93,030		1,219,624
			3,168,054
Diagnostic Equipment — 0.1%
Affymetrix, Inc.†	35,480		259,359
Disposable Medical Products — 0.2%
ICU Medical, Inc.†	26,900		924,553
Distribution/Wholesale — 1.6%
BlueLinx Holdings, Inc.†	16,160		56,075
Houston Wire & Cable Co.	1,778		21,816

68

VALIC Company II Small Cap Value Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Distribution/Wholesale (continued)
School Specialty, Inc.†	89,000	$	1,900,150
Tech Data Corp.†	15,818		677,643
United Stationers, Inc.†	39,400		2,250,134
WESCO International, Inc.†	36,258		1,047,494
			5,953,312
Diversified Manufacturing Operations — 1.1%
Acuity Brands, Inc.	17,978		700,783
GP Strategies Corp.†	9,338		73,397
Koppers Holdings, Inc.	12,740		354,172
Leggett & Platt, Inc.	55,998		1,061,162
Standex International Corp.	22,900		570,210
Teleflex, Inc.	8,380		510,677
Tredegar Corp.	46,860		784,905
			4,055,306
Diversified Minerals — 0.5%
Fronteer Development Group, Inc.†	398,719		1,770,312
Diversified Operations/Commercial Services — 0.5%
Chemed Corp.	34,000		1,821,040
E - Commerce/Services — 0.0%
Ancestry.com, Inc.†	7,040		112,147
E - Marketing/Info — 0.0%
QuinStreet, Inc.†	3,400		49,640
E - Services/Consulting — 0.1%
Perficient, Inc.†	27,958		310,334
Electric Products - Misc. — 0.5%
AMETEK, Inc.	53,300		2,080,832
Electric - Integrated — 2.6%
Avista Corp.	68,980		1,404,433
Black Hills Corp.	13,340		371,786
El Paso Electric Co.†	132,300		2,661,876
NorthWestern Corp.	56,518		1,415,776
Pike Electric Corp.†	200,000		1,684,000
Unisource Energy Corp.	20,240		589,793
Westar Energy, Inc.	81,400		1,741,960
			9,869,624
Electronic Components - Misc. — 2.7%
Benchmark Electronics, Inc.†	21,200		419,760
CTS Corp.	16,740		133,251
Jabil Circuit, Inc.	75,000		1,137,750
Methode Electronics, Inc.	44,480		553,331
OSI Systems, Inc.†	4,980		153,583
Plexus Corp.†	37,500		1,293,375
Sanmina - SCI Corp.†	192,500		3,183,950
Stoneridge, Inc.†	9,340		77,896
Technitrol, Inc.	23,600		103,840
Vishay Intertechnology, Inc.†	335,200		3,435,800
			10,492,536
Electronic Components - Semiconductors — 0.2%
DSP Group, Inc.†	22,080		161,846
Lattice Semiconductor Corp.†	61,580		176,735
MIPS Technologies, Inc.†	20,280		85,379
Semtech Corp.†	10,820		171,713
Zoran Corp.†	2,680		30,391
			626,064
Energy - Alternate Sources — 0.0%
Headwaters, Inc.†	11,020		54,990

Security Description	Shares	Market Value (Note 2)
Engineering/R&D Services — 0.8%
EMCOR Group, Inc.†	127,998	$	2,946,514
Enterprise Software/Service — 0.7%
CDC Software Corp. ADR†	68,450		680,393
JDA Software Group, Inc.†	451		12,763
Lawson Software, Inc.†	188,600		1,135,372
MicroStrategy, Inc., Class A†	7,340		650,985
Sybase, Inc.†	5,240		232,604
			2,712,117
Entertainment Software — 0.1%
Take - Two Interactive Software, Inc.†	24,760		238,191
Finance - Auto Loans — 0.2%
AmeriCredit Corp.†	21,160		470,810
Credit Acceptance Corp.†	3,930		157,868
			628,678
Finance - Consumer Loans — 0.6%
Ocwen Financial Corp.†	27,140		293,383
World Acceptance Corp.†	48,358		2,020,881
			2,314,264
Finance - Credit Card — 0.1%
CompuCredit Holdings Corp.	61,140		211,544
Finance - Investment Banker/Broker — 1.4%
Broadpoint Gleacher Securities, Inc.†	522,941		2,096,994
Investment Technology Group, Inc.†	17,100		291,042
Oppenheimer Holdings, Inc.	11,100		277,611
Piper Jaffray Cos., Inc.†	17,260		747,185
Raymond James Financial, Inc.	70,700		1,828,302
			5,241,134
Finance - Leasing Companies — 0.0%
Marlin Business Services Corp.†	3,940		35,184
Financial Guarantee Insurance — 0.2%
Ambac Financial Group, Inc.†	33,380		23,700
Assured Guaranty, Ltd.	21,720		458,292
MGIC Investment Corp.†	38,700		296,442
PMI Group, Inc.†	34,620		96,936
			875,370
Food - Baking — 0.5%
Flowers Foods, Inc.	69,900		1,781,751
Food - Misc. — 1.8%
B&G Foods, Inc.	205,511		1,913,307
Cal - Maine Foods, Inc.	42,300		1,356,138
Dole Food Co., Inc.†	31,820		373,249
J & J Snack Foods Corp.	28,500		1,217,235
M&F Worldwide Corp.†	4,480		145,107
Ralcorp Holdings, Inc.†	28,000		1,870,680
Seaboard Corp.	100		127,100
			7,002,816
Food - Wholesale/Distribution — 0.1%
Nash Finch Co.	12,020		423,945
Footwear & Related Apparel — 0.1%
The Timberland Co., Class A†	13,340		246,657
Wolverine World Wide, Inc.	6,018		165,916
			412,573
Funeral Services & Related Items — 0.1%
Stewart Enterprises, Inc., Class A	66,120		323,988

69

VALIC Company II Small Cap Value Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Gambling (Non - Hotel) — 0.0%
Isle of Capri Casinos, Inc.†	10,080	$	75,398
Gas - Distribution — 2.0%
Chesapeake Utilities Corp.	338		10,126
National Fuel Gas Co.	1,640		81,574
New Jersey Resources Corp.	14,260		519,349
Nicor, Inc.	40,860		1,701,819
Piedmont Natural Gas, Inc.	8,460		218,522
South Jersey Industries, Inc.	101,100		4,030,857
Southwest Gas Corp.	30,040		858,543
UGI Corp.	2,280		57,114
			7,477,904
Gold Mining — 1.1%
Seabridge Gold, Inc.†	96,000		2,337,600
US Gold Corp.†	655,438		1,763,128
			4,100,728
Hazardous Waste Disposal — 0.3%
Sharps Compliance Corp.†	163,200		1,158,720
Home Furnishings — 0.3%
Furniture Brands International, Inc.†	37,520		205,610
La - Z - Boy, Inc.†	44,000		554,840
Tempur - Pedic International, Inc.†	10,260		291,384
			1,051,834
Hotel/Motels — 0.1%
Wyndham Worldwide Corp.	17,000		390,830
Human Resources — 1.8%
AMN Healthcare Services, Inc.†	235,000		2,166,700
Cross Country Healthcare, Inc.†	40,348		396,621
Emergency Medical Services Corp., Class A†	3,840		199,910
Heidrick & Struggles International, Inc.	25,000		674,250
Kforce, Inc.†	19,120		254,678
Resources Connection, Inc.†	104,300		1,777,272
SFN Group, Inc.†	172,380		1,356,631
Team Health Holdings, Inc.†	11,820		171,390
			6,997,452
Identification Systems — 0.0%
Checkpoint Systems, Inc.†	760		15,671
Industrial Automated/Robotic — 0.2%
Cognex Corp.	31,040		586,656
Instruments - Controls — 0.0%
Watts Water Technologies, Inc., Class A	4,060		118,390
Insurance Brokers — 0.0%
Crawford & Co., Class B†	26,818		102,713
Insurance - Life/Health — 0.9%
American Equity Investment Life Holding Co.	132,998		1,170,382
Conseco, Inc.†	82,120		408,958
Delphi Financial Group, Inc., Class A	43,516		928,196
FBL Financial Group, Inc., Class A	4,506		91,562
StanCorp Financial Group, Inc.	12,858		552,637
Symetra Financial Corp.†	11,500		149,385
			3,301,120
Insurance - Multi - line — 0.7%
Horace Mann Educators Corp.	196,980		2,647,411
Insurance - Property/Casualty — 1.3%
Arch Capital Group, Ltd.†	6,700		495,666
First Mercury Financial Corp.	7,098		101,004
Harleysville Group, Inc.	33,660		1,129,293

Security Description	Shares	Market Value (Note 2)
Insurance - Property/Casualty (continued)
Meadowbrook Insurance Group, Inc.	20,280	$	143,582
PMA Capital Corp., Class A†	16,160		91,789
ProAssurance Corp.†	11,540		615,313
Selective Insurance Group, Inc.	139,118		2,255,103
			4,831,750
Insurance - Reinsurance — 1.2%
Axis Capital Holdings, Ltd.	12,940		406,963
Platinum Underwriters Holdings, Ltd.	33,400		1,248,826
Validus Holdings, Ltd.	106,100		2,969,739
			4,625,528
Internet Application Software — 0.5%
DealerTrack Holdings, Inc.†	122,000		1,734,840
S1 Corp.†	9,420		58,498
			1,793,338
Internet Infrastructure Software — 0.1%
TIBCO Software, Inc.†	55,940		512,970
Investment Companies — 0.1%
Gladstone Capital Corp.	13,540		132,151
MCG Capital Corp.†	34,540		176,845
NGP Capital Resources Co.	9,397		77,337
PennyMac Mortgage Investment Trust†	3,380		55,736
			442,069
Investment Management/Advisor Services — 0.9%
Affiliated Managers Group, Inc.†	42,320		3,010,222
Artio Global Investors, Inc.†	3,840		93,619
Janus Capital Group, Inc.	13,460		168,250
Pzena Investment Management, Inc., Class A†	7,660		45,960
			3,318,051
Lasers - System/Components — 0.9%
Coherent, Inc.†	109,140		3,469,561
Newport Corp.†	15,722		165,710
			3,635,271
Leisure Products — 0.0%
Brunswick Corp.	10,500		121,170
Linen Supply & Related Items — 0.0%
G&K Services, Inc., Class A	7,060		176,288
Machinery - Farming — 0.2%
AGCO Corp.†	21,360		731,580
Machinery - General Industrial — 1.1%
Applied Industrial Technologies, Inc.	31,400		707,756
Flow International Corp.†	353,738		1,142,574
Wabtec Corp.	57,918		2,208,992
			4,059,322
Machinery - Material Handling — 0.1%
Cascade Corp.	3,840		106,061
NACCO Industries, Inc., Class A	6,780		317,304
			423,365
Machinery - Print Trade — 0.0%
Duoyuan Printing, Inc.†	9,800		90,062
Machinery - Pumps — 0.0%
Tecumseh Products Co., Class A†	4,780		60,276
Medical Imaging Systems — 0.1%
Vital Images, Inc.†	22,358		354,151

70

VALIC Company II Small Cap Value Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Medical Information Systems — 0.0%
Medidata Solutions, Inc.†	3,300	$	50,886
Medical Labs & Testing Services — 0.6%
Covance, Inc.†	43,000		2,434,660
Medical Laser Systems — 0.1%
LCA - Vision, Inc.†	31,800		252,810
Medical Products — 0.7%
Cantel Medical Corp.†	3,500		68,425
The Cooper Cos., Inc.	56,200		2,251,372
TomoTherapy, Inc.†	81,640		270,228
			2,590,025
Medical - Biomedical/Gene — 2.0%
ARIAD Pharmaceuticals, Inc.†	31,760		80,670
Arqule, Inc.†	14,800		48,692
Bio - Rad Laboratories, Inc., Class A†	17,200		1,606,308
Charles River Laboratories International, Inc.†	55,200		2,093,184
Halozyme Therapeutics, Inc.†	7,260		39,712
Harvard Bioscience, Inc.†	14,480		50,535
Incyte Corp.†	340,740		3,632,289
InterMune, Inc.†	2,740		37,648
Lexicon Pharmaceuticals, Inc.†	1,180		2,112
Novavax, Inc.†	28,660		62,192
Protalix BioTherapeutics, Inc.†	14,480		97,885
Seattle Genetics, Inc.†	8,220		83,844
			7,835,071
Medical - Drugs — 0.2%
Bionovo, Inc.†	115,620		67,060
Cumberland Pharmaceuticals, Inc.†	9,460		105,006
Pharmasset, Inc.†	11,020		233,734
PharMerica Corp.†	9,940		170,471
XenoPort, Inc.†	2,760		22,080
			598,351
Medical - Generic Drugs — 0.1%
Perrigo Co.	11,320		561,132
Medical - HMO — 0.5%
Centene Corp.†	26,600		475,342
Magellan Health Services, Inc.†	30,442		1,276,129
			1,751,471
Medical - Outpatient/Home Medical — 0.4%
Amedisys, Inc.†	28,000		1,614,200
Metal Processors & Fabrication — 0.6%
Ampco - Pittsburgh Corp.	13,540		348,790
CIRCOR International, Inc.	3,800		117,458
Mueller Industries, Inc.	13,860		310,187
Worthington Industries, Inc.	92,940		1,472,170
			2,248,605
Metal - Diversified — 0.1%
Hecla Mining Co.†	92,800		482,560
Multilevel Direct Selling — 0.1%
Nu Skin Enterprises, Inc., Class A	10,540		281,629
Multimedia — 0.0%
Journal Communications, Inc., Class A†	48,480		181,315
Networking Products — 0.2%
Black Box Corp.	21,480		621,416
Non - Ferrous Metals — 0.2%
Uranerz Energy Corp.†	354,421		659,223

Security Description	Shares	Market Value (Note 2)
Office Furnishings - Original — 0.3%
HNI Corp.	23,520	$	559,070
Knoll, Inc.	10,860		130,537
Steelcase, Inc., Class A	50,438		331,378
			1,020,985
Office Supplies & Forms — 0.1%
ACCO Brands Corp.†	38,620		276,905
The Standard Register Co.	30,376		167,068
			443,973
Oil & Gas Drilling — 0.9%
Atlas Energy, Inc.†	68,300		2,229,312
Hercules Offshore, Inc.†	262,380		960,311
Pioneer Drilling Co.†	31,740		226,623
			3,416,246
Oil Companies - Exploration & Production — 2.9%
Brigham Exploration Co.†	219,860		3,610,101
Delta Petroleum Corp.†	5,880		8,232
Endeavour International Corp.†	72,760		89,495
Gulfport Energy Corp.†	37,020		336,882
Mariner Energy, Inc.†	14,497		217,745
McMoRan Exploration Co.†	122,200		2,111,616
PrimeEnergy Corp.†	240		6,017
Stone Energy Corp.†	33,120		564,696
Swift Energy Co.†	112,498		3,351,315
Vaalco Energy, Inc.	91,860		392,242
W&T Offshore, Inc.	55,200		486,312
			11,174,653
Oil Field Machinery & Equipment — 0.0%
Complete Production Services, Inc.†	7,500		104,700
Oil Refining & Marketing — 0.3%
Frontier Oil Corp.	87,500		1,084,125
Oil - Field Services — 1.4%
Cal Dive International, Inc.†	39,760		280,308
Helix Energy Solutions Group, Inc.†	18,840		216,848
Key Energy Services, Inc.†	184,800		1,873,872
Oceaneering International, Inc.†	27,200		1,644,240
TETRA Technologies, Inc.†	135,000		1,360,800
			5,376,068
Paper & Related Products — 1.3%
Boise, Inc.†	6,880		32,680
Buckeye Technologies, Inc.†	64,578		713,587
Cellu Tissue Holdings, Inc.†	18,340		189,819
Domtar Corp.†	4,920		257,168
Glatfelter	128,000		1,728,000
Neenah Paper, Inc.	93,640		1,326,879
Schweitzer - Mauduit International, Inc.	16,800		771,120
			5,019,253
Patient Monitoring Equipment — 0.1%
Insulet Corp.†	19,360		284,592
Pharmacy Services — 0.8%
Omnicare, Inc.	116,560		3,155,279
Physical Therapy/Rehabilitation Centers — 0.1%
RehabCare Group, Inc.†	7,700		214,368
Platinum — 0.1%
Stillwater Mining Co.†	20,720		235,172
Printing - Commercial — 0.1%
Valassis Communications, Inc.†	14,960		383,275

71

VALIC Company II Small Cap Value Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Publishing - Books — 0.1%
Scholastic Corp.	13,300	$	391,020
Publishing - Newspapers — 0.3%
Dolan Media Co.†	105,500		1,099,310
Radio — 0.1%
Cumulus Media, Inc., Class A†	42,700		115,717
Entercom Communications Corp., Class A†	21,440		218,045
			333,762
Real Estate Investment Trusts — 4.9%
Anworth Mortgage Asset Corp.	98,640		666,806
Apartment Investment & Management Co., Class A	39,179		653,897
Ashford Hospitality Trust, Inc.†	47,080		257,998
Associated Estates Realty Corp.	3,940		48,777
Brandywine Realty Trust	7,356		82,461
CBL & Associates Properties, Inc.	34,740		413,059
Colonial Properties Trust	8,093		95,416
DCT Industrial Trust, Inc.	147,840		727,373
Developers Diversified Realty Corp.	66,360		704,080
DiamondRock Hospitality Co.†	63,634		568,888
Dupont Fabros Technology, Inc.	8,540		167,384
EastGroup Properties, Inc.	5,060		181,654
Education Realty Trust, Inc.	117,918		642,653
First Industrial Realty Trust, Inc.†	25,018		138,350
Home Properties, Inc.	17,700		810,660
Hospitality Properties Trust	31,240		686,343
LaSalle Hotel Properties	15,978		310,133
Lexington Realty Trust	141,976		844,757
LTC Properties, Inc.	26,920		702,074
MFA Mtg. Investments, Inc.	406,758		2,944,928
Mission West Properties, Inc.	36,860		252,122
Pennsylvania Real Estate Investment Trust	50,880		511,344
PS Business Parks, Inc.	26,400		1,293,600
Ramco - Gershenson Properties Trust	40,260		403,405
Saul Centers, Inc.	8,500		303,280
Strategic Hotels & Resorts, Inc.†	17,638		47,623
Sunstone Hotel Investors, Inc.†	86,468		773,024
Taubman Centers, Inc.	20,100		778,473
U - Store - It Trust	148,460		966,475
Universal Health Realty Income Trust	56,300		1,904,629
			18,881,666
Real Estate Operations & Development — 0.1%
Forestar Real Estate Group, Inc.†	22,240		394,538
Recycling — 0.1%
Metalico, Inc.†	91,440		502,006
Rental Auto/Equipment — 0.8%
Electro Rent Corp.	6,900		80,247
Rent - A - Center, Inc.†	34,340		763,722
United Rentals, Inc.†	283,500		2,140,425
			2,984,394
Research & Development — 0.1%
Kendle International, Inc.†	13,560		230,927
Retail - Apparel/Shoe — 2.0%
AnnTaylor Stores Corp.†	32,840		565,176
Cache, Inc.†	27,100		119,511
Cato Corp., Class A	11,380		223,048
Charming Shoppes, Inc.†	67,958		404,350
Foot Locker, Inc.	213,100		2,763,907
Gymboree Corp.†	47,600		2,070,600
Hot Topic, Inc.†	59,040		381,989
Liz Claiborne, Inc.†	69,360		479,278

Security Description	Shares	Market Value (Note 2)
Retail - Apparel/Shoe (continued)
Pacific Sunwear of California, Inc.†	73,940	$	331,251
Talbots, Inc.†	24,380		264,279
The Finish Line, Inc., Class A	20,140		243,493
			7,846,882
Retail - Automobile — 1.5%
Asbury Automotive Group, Inc.†	34,680		403,329
Copart, Inc.†	83,400		2,975,712
Group 1 Automotive, Inc.†	75,500		2,096,635
Sonic Automotive, Inc.†	39,280		404,584
			5,880,260
Retail - Bookstores — 0.8%
Barnes & Noble, Inc.	107,500		2,157,525
Borders Group, Inc.†	648,840		921,353
			3,078,878
Retail - Convenience Store — 0.0%
The Pantry, Inc.†	8,900		116,590
Retail - Discount — 0.1%
Fred’s, Inc.	18,520		191,682
Retail - Hair Salons — 0.1%
Regis Corp.	23,620		390,439
Retail - Home Furnishings — 0.2%
Haverty Furniture Cos., Inc.	64,358		854,674
Retail - Jewelry — 0.0%
Signet Jewelers, Ltd.†	5,500		158,455
Retail - Leisure Products — 0.1%
MarineMax, Inc.†	29,760		314,861
Retail - Office Supplies — 0.4%
OfficeMax, Inc.†	103,600		1,654,492
Retail - Regional Department Stores — 0.2%
Dillard’s, Inc., Class A	36,140		609,682
Retail - Restaurants — 1.2%
Burger King Holdings, Inc.	131,500		2,352,535
O’Charley’s, Inc.†	45,240		365,991
Papa John’s International, Inc.†	46,500		1,135,065
PF Chang’s China Bistro, Inc.†	6,120		259,733
Ruby Tuesday, Inc.†	32,220		260,660
Ruth’s Hospitality Group, Inc.†	85,672		310,133
			4,684,117
Retirement/Aged Care — 0.0%
Brookdale Senior Living, Inc.†	9,700		174,406
Rubber - Tires — 0.6%
Cooper Tire & Rubber Co.	127,700		2,239,858
Rubber/Plastic Products — 0.1%
Myers Industries, Inc.	28,158		261,025
Savings & Loans/Thrifts — 1.0%
Astoria Financial Corp.	36,538		484,859
First Financial Holdings, Inc.	4,100		49,036
First Niagara Financial Group, Inc.	6,660		93,507
Northwest Bancshares, Inc.	262,000		3,094,220
OceanFirst Financial Corp.	9,220		94,229
Waterstone Financial, Inc.†	4,520		10,938
WSFS Financial Corp.	3,958		121,471
			3,948,260
Seismic Data Collection — 0.0%
T.G.C. Industries, Inc.†	11,000		45,320

72

VALIC Company II Small Cap Value Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Semiconductor Components - Integrated Circuits — 0.3%
Cirrus Logic, Inc.†	136,800	$	976,752
Emulex Corp.†	12,300		156,210
Integrated Device Technology, Inc.†	29,060		158,958
			1,291,920
Semiconductor Equipment — 2.5%
ATMI, Inc.†	90,000		1,515,600
Brooks Automation, Inc.†	27,580		238,291
Entegris, Inc.†	1,180,842		5,290,172
Novellus Systems, Inc.†	23,360		516,723
Photronics, Inc.†	11,800		51,920
Rudolph Technologies, Inc.†	7,780		61,929
Varian Semiconductor Equipment Associates, Inc.†	57,100		1,717,568
			9,392,203
Silver Mining — 0.4%
Pan American Silver Corp.†	75,000		1,612,500
Steel Pipe & Tube — 0.1%
Mueller Water Products, Inc., Class A	58,740		271,966
Telecom Equipment - Fiber Optics — 0.1%
Oplink Communications, Inc.†	22,920		353,885
Telecom Services — 1.3%
Consolidated Communications Holdings, Inc.	31,113		523,943
RCN Corp.†	24,200		265,716
Vonage Holdings Corp.†	2,709,019		4,198,979
			4,988,638
Telecommunication Equipment — 1.0%
Arris Group, Inc.†	38,900		401,448
CommScope, Inc.†	20,698		527,592
Plantronics, Inc.	103,000		2,928,290
			3,857,330
Telephone - Integrated — 0.3%
Frontier Communications Corp.	55,522		432,516
General Communication, Inc., Class A†	126,249		693,107
			1,125,623
Television — 0.2%
Belo Corp., Class A	56,818		382,385
Sinclair Broadcast Group, Inc., Class A†	104,340		523,787
			906,172
Textile - Apparel — 0.1%
Perry Ellis International, Inc.†	25,549		499,994
Unifi, Inc.†	16,000		60,320
			560,314
Theaters — 0.0%
Carmike Cinemas, Inc.†	2,700		24,570
Therapeutics — 0.0%
Cypress Bioscience, Inc.†	7,920		41,501
Nabi Biopharmaceuticals†	10,960		57,321
			98,822
Toys — 0.1%
Hasbro, Inc.	7,860		281,231
Jakks Pacific, Inc.†	19,398		239,565
			520,796

Security Description	Shares/ Principal Amount		Market Value (Note 2)
Transactional Software — 1.1%
Solera Holdings, Inc.		30,200	$	1,031,632
VeriFone Holdings, Inc.†		165,000		3,184,500
				4,216,132
Transport - Air Freight — 0.4%
Atlas Air Worldwide Holdings, Inc.†		33,938		1,529,925
Transport - Marine — 0.3%
Frontline, Ltd.		4,860		130,977
General Maritime Corp.		16,410		118,644
Horizon Lines, Inc. Class A		107,020		432,361
International Shipholding Corp.		11,578		325,458
Overseas Shipholding Group, Inc.		4,960		220,670
				1,228,110
Transport - Rail — 0.0%
RailAmerica, Inc.†		7,860		93,062
Transport - Services — 0.5%
Hub Group, Inc., Class A†		64,800		1,747,656
Pacer International, Inc.†		52,500		252,525
				2,000,181
Transport - Truck — 1.2%
Arkansas Best Corp.		11,420		299,661
Celadon Group, Inc.†		9,920		121,222
Forward Air Corp.		75,000		1,834,500
Heartland Express, Inc.		7,900		120,949
Landstar System, Inc.		41,700		1,663,413
Saia, Inc.†		16,620		210,409
Werner Enterprises, Inc.		15,080		336,435
				4,586,589
Water — 0.1%
California Water Service Group		6,480		232,502
Web Hosting/Design — 0.0%
Web.Com Group, Inc.†		36,220		172,407
Web Portals/ISP — 0.0%
United Online, Inc.		26,558		166,253
Wire & Cable Products — 0.5%
Fushi Copperweld, Inc.†		181,973		1,661,414
Insteel Industries, Inc.		7,020		71,253
				1,732,667
Wireless Equipment — 0.0%
InterDigital, Inc.†		3,180		81,567
Total Common Stock
(cost $356,477,614)				364,943,588
EXCHANGE TRADED FUNDS — 1.7%
Index Fund - Small Cap — 1.7%
iShares Russell 2000 Value Index Fund		105,773		6,239,549
iShares S&P SmallCap 600 Value Index Fund		3,235		192,839
Total Exchange Traded Funds
(cost $6,173,666)				6,432,388
U.S. GOVERNMENT TREASURIES — 0.2%
United States Treasury Notes — 0.2%
1.25% due 11/30/10(1) (cost $938,593)	$	930,000		936,794
Total Long-Term Investment Securities
(cost $363,589,873)				372,312,770

73

VALIC Company II Small Cap Value Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount			Market Value (Note 2)
SHORT-TERM INVESTMENT SECURITIES — 0.9%
Time Deposits — 0.9%
Euro Time Deposit with State Street Bank & Trust Co. 0.01% due 03/01/10 (cost $3,640,000)	$	3,640,000		$	3,640,000
REPURCHASE AGREEMENTS — 3.6%
Agreement with State Street Bank & Trust Co., bearing interest at 0.01%, dated 02/26/10, to be repurchased 03/01/10 in the amount of $2,595,002 and collateralized by $2,570,000 of Federal Home Bank Notes, bearing interest at 4.38% due 09/17/10 and having an approximate value of $2,677,169		2,595,000			2,595,000
State Street Bank & Trust Co. Joint Repurchase Agreement(3)		11,241,000			11,241,000
Total Repurchase Agreements
(cost $13,836,000)					13,836,000
TOTAL INVESTMENTS
(cost $381,065,873)(2)		101.6	%		389,788,770
Liabilities in excess of other assets		(1.6	)		(6,281,253	)
NET ASSETS —		100.0	%	$	383,507,517

† Non-income producing security

(1) The security or a portion thereof was pledged as collateral to cover margin requirements for open futures contracts.

(2) See Note 5 for cost of investments on a tax basis.

(3) See Note 2 for details of Joint Repurchase Agreement.

ADR—American Depository Receipt

Open Futures Contracts
Number of Contracts	Type	Description	Expiration Month	Market Value at Trade Date		Market Value as of February 28, 2010		Unrealized Appreciation (Depreciation)
56	Long	Russell 2000 Mini Index	March 2010	$	3,441,437	$	3,516,240	$	74,803

The following is a summary of the inputs used to value the Fund’s net assets as of February 28, 2010 (see Note 2):

	Level 1 — Unadjusted Quoted Prices		Level 2 — Other Observable Inputs		Level 3 — Significant Unobservable Inputs		Total
Long-Term Investment Securities:
Common Stock:
Banks - Commercial	$	41,000,737	$	—	$	—	$	41,000,737
Other Industries*		323,942,851		—		—		323,942,851
Exchange Traded Funds		6,432,388		—		—		6,432,388
U.S. Government Treasuries		—		936,794		—		936,794
Short-Term Investment Securities:
Time Deposit		—		3,640,000		—		3,640,000
Repurchase Agreement		—		13,836,000		—		13,836,000
Other Financial Instruments:+
Futures Contracts — Appreciation		74,803		—		—		74,803
Total	$	371,450,779	$	18,412,794	$	—	$	389,863,573

* Sum of all other industries each of which individually has an aggregate market value of less than 5% of net assets.

+ Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forward and swap contracts, which are valued at the unrealized appreciation (depreciation) on the instrument.

See Notes to Financial Statements

74

VALIC Company II Socially Responsible Fund

PORTFOLIO PROFILE — February 28, 2010 (Unaudited)

Industry Allocation*

Medical — Drugs	5.1	%
Diversified Banking Institutions	4.2
Computers	3.8
Oil Companies — Exploration & Production	3.6
Cosmetics & Toiletries	3.2
Food — Misc.	2.9
Applications Software	2.7
Repurchase Agreements	2.5
Retail — Discount	2.5
Medical — Biomedical/Gene	2.3
Electric — Integrated	2.2
Oil Companies — Integrated	2.1
Multimedia	2.1
Commercial Services — Finance	2.0
Networking Products	2.0
Beverages — Non-alcoholic	1.9
Oil — Field Services	1.8
Insurance — Multi-line	1.8
Web Portals/ISP	1.7
Retail — Restaurants	1.7
Banks — Super Regional	1.7
Medical — HMO	1.7
Telephone — Integrated	1.7
Real Estate Investment Trusts	1.6
Wireless Equipment	1.6
Enterprise Software/Service	1.6
Insurance — Property/Casualty	1.5
Medical Instruments	1.3
Pipelines	1.1
Retail — Drug Store	1.1
Banks — Fiduciary	1.1
Electronic Components — Semiconductors	1.1
Industrial Gases	1.0
Computers — Memory Devices	1.0
Banks — Commercial	0.9
Medical Products	0.9
Investment Management/Advisor Services	0.9
Insurance — Life/Health	0.9
Diversified Manufacturing Operations	0.8
Gas — Distribution	0.8
Transport — Rail	0.8
Agricultural Operations	0.7
Cable/Satellite TV	0.7
Pharmacy Services	0.7
Finance — Credit Card	0.7
Oil Field Machinery & Equipment	0.7
Semiconductor Components — Integrated Circuits	0.6
Finance — Other Services	0.6
Consumer Products — Misc.	0.6
Insurance Brokers	0.6
E-Commerce/Services	0.6
Machinery — Construction & Mining	0.5
Chemicals — Specialty	0.5
Telecom Equipment — Fiber Optics	0.5
Retail — Building Products	0.5
Oil & Gas Drilling	0.5
Semiconductor Equipment	0.5
Food — Confectionery	0.5
Machinery — Farming	0.5
Distribution/Wholesale	0.4
Transport — Services	0.4
E-Commerce/Products	0.4
Medical — Wholesale Drug Distribution	0.4
Office Automation & Equipment	0.4
Food — Wholesale/Distribution	0.4
Cruise Lines	0.4
Finance — Investment Banker/Broker	0.4
Metal Processors & Fabrication	0.4
Athletic Footwear	0.3

Retail — Office Supplies	0.3
Internet Security	0.3
Data Processing/Management	0.3
U.S. Government Treasuries	0.3
Advertising Agencies	0.3
Engines — Internal Combustion	0.2
Containers — Metal/Glass	0.2
Electronic Forms	0.2
Auto — Heavy Duty Trucks	0.2
Food — Retail	0.2
Hazardous Waste Disposal	0.2
Retail — Consumer Electronics	0.2
Hotels/Motels	0.2
Computer Services	0.2
Electric — Generation	0.2
Toys	0.2
Savings & Loans/Thrifts	0.2
Retail — Apparel/Shoe	0.2
Airlines	0.2
Containers — Paper/Plastic	0.2
Metal — Iron	0.2
Commercial Services	0.2
Retail — Bedding	0.2
Forestry	0.1
Retail — Major Department Stores	0.1
Electronic Connectors	0.1
Machinery — Pumps	0.1
Human Resources	0.1
Apparel Manufacturers	0.1
U.S. Government Agencies	0.1
Retail — Regional Department Stores	0.1
Quarrying	0.1
Coatings/Paint	0.1
Tools — Hand Held	0.1
Medical Labs & Testing Services	0.1
Diversified Operations	0.1
Printing — Commercial	0.1
Appliances	0.1
Motorcycle/Motor Scooter	0.1
Medical — Generic Drugs	0.1
Finance — Consumer Loans	0.1
Electronic Components — Misc.	0.1
Computers — Integrated Systems	0.1
Electric Products — Misc.	0.1
Oil Refining & Marketing	0.1
Broadcast Services/Program	0.1
Audio/Video Products	0.1
Home Decoration Products	0.1
Independent Power Producers	0.1
Energy — Alternate Sources	0.1
Telecommunication Equipment	0.1
Filtration/Separation Products	0.1
Non-Ferrous Metals	0.1
Publishing — Newspapers	0.1
Computer Aided Design	0.1
	99.9	%

* Calculated as a percentage of net assets

75

VALIC Company II Socially Responsible Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK — 97.0%
Advertising Agencies — 0.3%
Interpublic Group of Cos., Inc.†	32,277	$	242,077
Omnicom Group, Inc.	44,853		1,642,517
			1,884,594
Agricultural Operations — 0.7%
Archer - Daniels - Midland Co.	175,471		5,151,829
Airlines — 0.2%
Southwest Airlines Co.	93,759		1,179,488
Apparel Manufacturers — 0.1%
Coach, Inc.	24,850		905,534
Appliances — 0.1%
Whirlpool Corp.	9,079		764,089
Applications Software — 2.7%
Citrix Systems, Inc.†	14,194		610,484
Microsoft Corp.	613,344		17,578,439
Red Hat, Inc.†	20,087		563,440
Salesforce.com, Inc.†	8,846		601,086
			19,353,449
Athletic Footwear — 0.3%
NIKE, Inc., Class B	37,076		2,506,338
Audio/Video Products — 0.1%
Harman International Industries, Inc.†	10,763		464,316
Auto - Heavy Duty Trucks — 0.2%
PACCAR, Inc.	47,304		1,672,196
Banks - Commercial — 0.9%
BB&T Corp.	94,865		2,706,498
First Horizon National Corp.†	64,688		828,006
M&T Bank Corp.	18,492		1,431,836
Marshall & Ilsley Corp.	96,510		683,291
Regions Financial Corp.	150,810		1,017,967
Zions Bancorporation	3,664		67,931
			6,735,529
Banks - Fiduciary — 1.1%
Northern Trust Corp.	38,328		2,042,499
State Street Corp.	45,577		2,046,863
The Bank of New York Mellon Corp.	138,058		3,937,414
			8,026,776
Banks - Super Regional — 1.7%
Capital One Financial Corp.	43,892		1,656,923
Comerica, Inc.	24,724		892,042
Huntington Bancshares, Inc.	76,004		365,579
KeyCorp	180,054		1,287,386
PNC Financial Services Group, Inc.	46,184		2,482,852
SunTrust Banks, Inc.	49,416		1,176,595
US Bancorp	166,296		4,092,545
			11,953,922
Beverages - Non - alcoholic — 1.9%
Dr Pepper Snapple Group, Inc.	30,751		976,344
Pepsi Bottling Group, Inc.	34,819		1,331,131
The Coca - Cola Co.	215,946		11,384,673
			13,692,148
Broadcast Services/Program — 0.1%
Scripps Networks Interactive Inc., Class A	12,848		508,524
Cable/Satellite TV — 0.7%
DirecTV, Class A†	91,902		3,110,883
Time Warner Cable, Inc.	42,880		2,002,067
			5,112,950

Security Description	Shares	Market Value (Note 2)
Cellular Telecom — 0.0%
MetroPCS Communications, Inc.†	29,134	$	179,757
Chemicals - Specialty — 0.5%
Eastman Chemical Co.	12,454		741,636
Ecolab, Inc.	35,086		1,478,524
International Flavors & Fragrances, Inc.	21,796		917,829
Sigma - Aldrich Corp.	14,704		701,234
			3,839,223
Coatings/Paint — 0.1%
The Sherwin - Williams Co.	12,622		799,982
Commercial Services — 0.2%
Iron Mountain, Inc.†	44,184		1,143,482
Commercial Services - Finance — 2.0%
Automatic Data Processing, Inc.	95,893		3,990,108
Equifax, Inc.	2,651		85,521
H&R Block, Inc.	110,523		1,909,837
Mastercard, Inc., Class A	8,895		1,995,771
Moody’s Corp.	3,746		99,719
Paychex, Inc.	62,932		1,884,184
The Western Union Co.	74,982		1,183,216
Visa, Inc., Class A	41,366		3,527,693
			14,676,049
Computer Aided Design — 0.1%
Autodesk, Inc.†	12,976		361,771
Computer Services — 0.2%
Cognizant Technology Solutions Corp., Class A†	27,639		1,330,265
Computers — 3.8%
Apple, Inc.†	68,604		14,037,750
Dell, Inc.†	199,005		2,632,836
Hewlett - Packard Co.	202,021		10,260,647
			26,931,233
Computers - Integrated Systems — 0.1%
Teradata Corp.†	17,624		537,356
Computers - Memory Devices — 1.0%
EMC Corp.†	223,631		3,911,306
NetApp, Inc.†	43,092		1,293,191
SanDisk Corp.†	30,103		876,900
Western Digital Corp.†	26,893		1,038,877
			7,120,274
Consumer Products - Misc. — 0.6%
Clorox Co.	17,450		1,069,859
Kimberly - Clark Corp.	52,408		3,183,262
			4,253,121
Containers - Metal/Glass — 0.2%
Ball Corp.	19,166		1,035,731
Owens - Illinois, Inc.†	22,893		678,548
			1,714,279
Containers - Paper/Plastic — 0.2%
Pactiv Corp.†	16,260		402,598
Sealed Air Corp.	37,896		774,215
			1,176,813
Cosmetics & Toiletries — 3.2%
Colgate - Palmolive Co.	53,475		4,435,217
The Estee Lauder Cos., Inc., Class A	7,771		467,270
The Procter & Gamble Co.	280,573		17,754,659
			22,657,146

76

VALIC Company II Socially Responsible Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Cruise Lines — 0.4%
Carnival Corp.	73,506	$	2,643,276
Data Processing/Management — 0.3%
Fidelity National Information Services, Inc.	64,173		1,446,460
Fiserv, Inc.†	18,723		903,010
			2,349,470
Distribution/Wholesale — 0.4%
Genuine Parts Co.	38,430		1,551,035
WW Grainger, Inc.	15,512		1,576,795
			3,127,830
Diversified Banking Institutions — 4.2%
Bank of America Corp.	738,587		12,304,860
Citigroup, Inc.†	1,539,756		5,235,170
JPMorgan Chase & Co.	308,141		12,932,678
			30,472,708
Diversified Manufacturing Operations — 0.8%
Danaher Corp.	46,727		3,456,396
Leggett & Platt, Inc.	30,256		573,352
Parker Hannifin Corp.	33,107		1,996,683
			6,026,431
Diversified Operations — 0.1%
Leucadia National Corp.†	32,402		769,223
E - Commerce/Products — 0.4%
Amazon.com, Inc.†	25,789		3,053,418
E - Commerce/Services — 0.6%
eBay, Inc.†	113,277		2,607,636
Expedia, Inc.	34,226		761,186
priceline.com, Inc.†	2,743		622,003
			3,990,825
Electric Products - Misc. — 0.1%
Molex, Inc.	25,674		525,033
Electric - Generation — 0.2%
The AES Corp.†	111,799		1,306,930
Electric - Integrated — 2.2%
Allegheny Energy, Inc.	45,181		1,023,350
Entergy Corp.	73,622		5,593,063
Northeast Utilities	205,960		5,272,576
Pepco Holdings, Inc.	135,762		2,283,517
TECO Energy, Inc.	104,660		1,604,438
			15,776,944
Electronic Components - Misc. — 0.1%
Jabil Circuit, Inc.	35,461		537,943
Electronic Components - Semiconductors — 1.1%
Advanced Micro Devices, Inc.†	48,607		384,481
Altera Corp.	16,186		395,424
Broadcom Corp., Class A	52,187		1,634,497
LSI Corp.†	118,452		638,456
Microchip Technology, Inc.	60,872		1,647,196
National Semiconductor Corp.	46,165		668,469
NVIDIA Corp.†	48,794		790,463
QLogic Corp.†	28,792		524,015
Xilinx, Inc.	37,424		966,662
			7,649,663
Electronic Connectors — 0.1%
Amphenol Corp., Class A	25,272		1,052,579
Electronic Forms — 0.2%
Adobe Systems, Inc.†	48,729		1,688,460

Security Description	Shares	Market Value (Note 2)
Energy - Alternate Sources — 0.1%
First Solar, Inc.†	4,235	$	448,486
Engines - Internal Combustion — 0.2%
Cummins, Inc.	31,433		1,784,766
Enterprise Software/Service — 1.6%
BMC Software, Inc.†	5,424		199,820
CA, Inc.	71,461		1,607,873
Oracle Corp.	382,616		9,431,484
			11,239,177
Filtration/Separation Products — 0.1%
Pall Corp.	10,045		396,476
Finance - Consumer Loans — 0.1%
SLM Corp.†	58,005		648,496
Finance - Credit Card — 0.7%
American Express Co.	104,189		3,978,978
Discover Financial Services	66,634		909,554
			4,888,532
Finance - Investment Banker/Broker — 0.4%
E*Trade Financial Corp.†	179,055		288,279
The Charles Schwab Corp.	127,698		2,338,150
			2,626,429
Finance - Other Services — 0.6%
CME Group, Inc.	7,755		2,339,606
IntercontinentalExchange, Inc.†	7,266		779,569
NYSE Euronext	53,387		1,408,349
			4,527,524
Food - Confectionery — 0.5%
The Hershey Co.	69,803		2,775,367
The J.M. Smucker Co.	9,730		580,687
			3,356,054
Food - Dairy Products — 0.0%
Dean Foods Co.†	827		12,066
Food - Misc. — 2.9%
ConAgra Foods, Inc.	79,937		1,955,259
General Mills, Inc.	42,897		3,089,013
H.J. Heinz Co.	84,333		3,870,885
Kellogg Co.	52,610		2,743,611
Kraft Foods, Inc., Class A	265,948		7,560,902
Sara Lee Corp.	120,468		1,633,546
			20,853,216
Food - Retail — 0.2%
Safeway, Inc.	42,524		1,059,698
Whole Foods Market, Inc.†	16,857		598,255
			1,657,953
Food - Wholesale/Distribution — 0.4%
Sysco Corp.	93,786		2,710,415
Forestry — 0.1%
Plum Creek Timber Co., Inc.	29,787		1,064,290
Gas - Distribution — 0.8%
CenterPoint Energy, Inc.	160,270		2,144,413
Nicor, Inc.	36,520		1,521,058
NiSource, Inc.	148,966		2,237,469
			5,902,940
Hazardous Waste Disposal — 0.2%
Stericycle, Inc.†	29,847		1,646,957

77

VALIC Company II Socially Responsible Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Home Decoration Products — 0.1%
Newell Rubbermaid, Inc.	33,080	$	454,850
Hotels/Motels — 0.2%
Starwood Hotels & Resorts Worldwide, Inc.	21,171		819,318
Wyndham Worldwide Corp.	27,681		636,386
			1,455,704
Human Resources — 0.1%
Monster Worldwide, Inc.†	11,274		157,272
Robert Half International, Inc.	28,652		799,391
			956,663
Independent Power Producers — 0.1%
Dynegy, Inc., Class A†	301,403		452,104
Industrial Gases — 1.0%
Air Products & Chemicals, Inc.	36,494		2,502,758
Airgas, Inc.	12,883		826,316
Praxair, Inc.	50,583		3,800,807
			7,129,881
Instruments - Scientific — 0.0%
PerkinElmer, Inc.	3,277		72,782
Waters Corp.†	1,648		98,320
			171,102
Insurance Brokers — 0.6%
AON Corp.	26,539		1,086,506
Marsh & McLennan Cos., Inc.	135,394		3,143,849
			4,230,355
Insurance - Life/Health — 0.9%
Aflac, Inc.	37,355		1,847,205
Lincoln National Corp.	26,887		677,015
Principal Financial Group, Inc.	33,398		775,168
Prudential Financial, Inc.	40,925		2,144,879
Torchmark Corp.	2,763		128,479
Unum Group	27,837		579,288
			6,152,034
Insurance - Multi - line — 1.8%
Assurant, Inc.	24,284		741,148
Cincinnati Financial Corp.	64,968		1,747,639
Genworth Financial, Inc., Class A†	61,169		975,034
Hartford Financial Services Group, Inc.	42,272		1,030,169
Loews Corp.	65,800		2,399,068
MetLife, Inc.	72,580		2,641,186
The Allstate Corp.	69,750		2,179,687
XL Capital, Ltd., Class A	50,788		927,897
			12,641,828
Insurance - Property/Casualty — 1.5%
Chubb Corp.	76,296		3,849,896
The Progressive Corp.	118,739		2,036,374
The Travelers Cos., Inc.	86,537		4,550,981
			10,437,251
Internet Infrastructure Software — 0.0%
Akamai Technologies, Inc.†	11,146		293,140
Internet Security — 0.3%
McAfee, Inc.†	8,823		350,185
Symantec Corp.†	123,266		2,040,052
			2,390,237
Investment Management/Advisor Services — 0.9%
Ameriprise Financial, Inc.	37,455		1,499,324
Franklin Resources, Inc.	15,516		1,578,287

Security Description	Shares	Market Value (Note 2)
Investment Management/Advisor Services (continued)
Invesco, Ltd.	54,630	$	1,070,748
Janus Capital Group, Inc.	21,600		270,000
Legg Mason, Inc.	27,281		705,214
T. Rowe Price Group, Inc.	24,073		1,220,260
			6,343,833
Linen Supply & Related Items — 0.0%
Cintas Corp.†	10,439		258,783
Machinery - Construction & Mining — 0.5%
Caterpillar, Inc.	67,445		3,847,737
Machinery - Farming — 0.5%
Deere & Co.	58,560		3,355,488
Machinery - Pumps — 0.1%
Flowserve Corp.	9,718		972,675
Medical Instruments — 1.3%
Boston Scientific Corp.†	193,430		1,497,148
Intuitive Surgical, Inc.†	3,233		1,122,304
Medtronic, Inc.	120,658		5,236,557
St. Jude Medical, Inc.†	31,446		1,201,866
			9,057,875
Medical Labs & Testing Services — 0.1%
Quest Diagnostics, Inc.	13,660		775,205
Medical Products — 0.9%
Becton, Dickinson and Co.	18,648		1,452,120
CareFusion Corp.†	36,290		915,960
Hospira, Inc.†	20,407		1,067,898
Stryker Corp.	34,340		1,823,454
Zimmer Holdings, Inc.†	21,595		1,238,041
			6,497,473
Medical - Biomedical/Gene — 2.3%
Amgen, Inc.†	111,524		6,313,373
Celgene Corp.†	53,919		3,209,259
Gilead Sciences, Inc.†	122,306		5,822,989
Life Technologies Corp.†	20,584		1,044,844
			16,390,465
Medical - Drugs — 5.1%
Abbott Laboratories	195,757		10,625,690
Allergan, Inc.	36,928		2,157,703
Bristol - Myers Squibb Co.	275,198		6,745,103
Eli Lilly & Co.	168,916		5,800,575
Forest Laboratories, Inc.†	27,878		832,995
Merck & Co., Inc.	285,332		10,523,044
			36,685,110
Medical - Generic Drugs — 0.1%
Mylan, Inc.†	31,982		682,496
Medical - HMO — 1.7%
Aetna, Inc.	63,537		1,905,475
CIGNA Corp.	35,600		1,219,656
Coventry Health Care, Inc.†	21,658		502,032
Humana, Inc.†	16,703		790,553
UnitedHealth Group, Inc.	122,727		4,155,536
WellPoint, Inc.†	54,534		3,374,019
			11,947,271
Medical - Hospitals — 0.0%
Tenet Healthcare Corp.†	50,762		267,516
Medical - Wholesale Drug Distribution — 0.4%
AmerisourceBergen Corp.	22,122		620,301

78

VALIC Company II Socially Responsible Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Medical - Wholesale Drug Distribution (continued)
Cardinal Health, Inc.	66,904	$	2,272,729
			2,893,030
Metal Processors & Fabrication — 0.4%
Precision Castparts Corp.	22,448		2,531,012
Metal - Iron — 0.2%
Cliffs Natural Resources, Inc.	20,416		1,151,462
Motorcycle/Motor Scooter — 0.1%
Harley - Davidson, Inc.	28,346		697,595
Multimedia — 2.1%
Meredith Corp.	7,016		215,532
News Corp., Class A	216,212		2,890,754
The Walt Disney Co.	177,545		5,546,506
Time Warner, Inc.	138,811		4,031,071
Viacom, Inc., Class B†	70,462		2,089,198
			14,773,061
Networking Products — 2.0%
Cisco Systems, Inc.†	515,388		12,539,390
Juniper Networks, Inc.†	62,402		1,746,008
			14,285,398
Non - Ferrous Metals — 0.1%
Titanium Metals Corp.†	32,907		387,974
Office Automation & Equipment — 0.4%
Pitney Bowes, Inc.	67,694		1,550,192
Xerox Corp.	139,283		1,305,082
			2,855,274
Oil & Gas Drilling — 0.5%
Diamond Offshore Drilling, Inc.	15,614		1,363,414
Ensco International PLC ADR	28,098		1,241,089
Nabors Industries, Ltd.†	46,756		1,030,502
			3,635,005
Oil Companies - Exploration & Production — 3.6%
Apache Corp.	40,086		4,154,513
Cabot Oil & Gas Corp.	20,925		839,930
Chesapeake Energy Corp.	87,091		2,314,008
Denbury Resources, Inc.†	24,368		343,101
Devon Energy Corp.	59,654		4,107,774
EOG Resources, Inc.	31,949		3,004,803
EQT Corp.	51,856		2,269,219
Noble Energy, Inc.	36,659		2,662,910
Pioneer Natural Resources Co.	19,851		926,049
Questar Corp.	51,624		2,167,692
Range Resources Corp.	25,088		1,269,704
Southwestern Energy Co.†	49,490		2,105,799
			26,165,502
Oil Companies - Integrated — 2.1%
Hess Corp.	91,412		5,375,026
Marathon Oil Corp.	205,713		5,955,391
Murphy Oil Corp.	72,838		3,780,292
			15,110,709
Oil Field Machinery & Equipment — 0.7%
Cameron International Corp.†	35,035		1,440,989
FMC Technologies, Inc.†	16,945		951,801
National Oilwell Varco, Inc.	54,438		2,366,420
			4,759,210
Oil Refining & Marketing — 0.1%
Tesoro Corp.	42,718		509,199

Security Description	Shares	Market Value (Note 2)
Oil - Field Services — 1.8%
BJ Services Co.	55,575	$	1,214,314
Halliburton Co.	110,851		3,342,158
Schlumberger, Ltd.	117,386		7,172,284
Smith International, Inc.	27,105		1,111,034
			12,839,790
Pharmacy Services — 0.7%
Express Scripts, Inc.†	24,436		2,346,100
Medco Health Solutions, Inc.†	42,766		2,704,522
			5,050,622
Photo Equipment & Supplies — 0.0%
Eastman Kodak Co.†	26,356		156,555
Pipelines — 1.1%
El Paso Corp.	193,924		2,030,384
Spectra Energy Corp.	168,178		3,666,281
The Williams Cos., Inc.	110,656		2,383,530
			8,080,195
Printing - Commercial — 0.1%
R.R. Donnelley & Sons Co.	38,566		767,078
Publishing - Newspapers — 0.1%
The New York Times Co., Class A†	6,230		68,156
The Washington Post Co., Class B	730		306,826
			374,982
Quarrying — 0.1%
Vulcan Materials Co.	19,787		858,954
Real Estate Investment Trusts — 1.6%
AvalonBay Communities, Inc.	7,496		610,324
Boston Properties, Inc.	14,193		964,131
Equity Residential	33,504		1,208,824
HCP, Inc.	44,156		1,270,810
Health Care REIT, Inc.	7,008		296,859
Host Hotels & Resorts, Inc.†	63,860		747,801
Kimco Realty Corp.	27,765		385,656
ProLogis	81,932		1,056,103
Public Storage	9,144		751,545
Simon Property Group, Inc.	29,538		2,312,530
Ventas, Inc.	17,217		760,819
Vornado Realty Trust	18,032		1,185,063
			11,550,465
Real Estate Management/Services — 0.0%
CB Richard Ellis Group, Inc., Class A†	23,533		310,636
Retail - Apparel/Shoe — 0.2%
Nordstrom, Inc.	14,727		544,015
The Gap, Inc.	30,379		653,149
			1,197,164
Retail - Bedding — 0.2%
Bed Bath & Beyond, Inc.†	27,341		1,137,659
Retail - Building Products — 0.5%
Lowe’s Cos., Inc.	156,612		3,713,271
Retail - Consumer Electronics — 0.2%
Best Buy Co., Inc.	40,571		1,480,841
Retail - Discount — 2.5%
Costco Wholesale Corp.	21,105		1,286,772
Target Corp.	65,370		3,367,862
Wal - Mart Stores, Inc.	241,825		13,075,478
			17,730,112

79

VALIC Company II Socially Responsible Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Retail - Drug Store — 1.1%
CVS Caremark Corp.	132,781	$	4,481,359
Walgreen Co.	100,720		3,549,373
			8,030,732
Retail - Major Department Stores — 0.1%
J.C. Penney Co., Inc.	8,396		231,562
TJX Cos., Inc.	19,834		825,689
			1,057,251
Retail - Office Supplies — 0.3%
Office Depot, Inc.†	27,643		199,582
Staples, Inc.	88,526		2,280,430
			2,480,012
Retail - Regional Department Stores — 0.1%
Kohl’s Corp.†	10,173		547,511
Macy’s, Inc.	17,029		326,105
			873,616
Retail - Restaurants — 1.7%
McDonald’s Corp.	169,207		10,803,867
Starbucks Corp.†	70,785		1,621,684
			12,425,551
Savings & Loans/Thrifts — 0.2%
Hudson City Bancorp, Inc.	91,304		1,234,430
Schools — 0.0%
Apollo Group, Inc., Class A†	1,481		88,682
Semiconductor Components - Integrated Circuits — 0.6%
Analog Devices, Inc.	59,860		1,750,306
Linear Technology Corp.	102,697		2,790,278
			4,540,584
Semiconductor Equipment — 0.5%
Applied Materials, Inc.	207,549		2,540,400
KLA - Tencor Corp.	25,098		731,105
Teradyne, Inc.†	12,557		125,444
			3,396,949
Telecom Equipment - Fiber Optics — 0.5%
Corning, Inc.	190,053		3,350,635
JDS Uniphase Corp.†	34,029		365,131
			3,715,766
Telecommunication Equipment — 0.1%
Tellabs, Inc.	62,268		430,272
Telephone - Integrated — 1.7%
CenturyTel, Inc.	136,656		4,683,201
Frontier Communications Corp.	229,278		1,786,076
Qwest Communications International, Inc.	521,317		2,377,206
Sprint Nextel Corp.†	374,750		1,247,917
Windstream Corp.	182,764		1,851,399
			11,945,799

Security Description	Shares/ Principal Amount			Market Value (Note 2)
Tools - Hand Held — 0.1%
Black & Decker Corp.		3,650		$	264,516
Snap - On, Inc.		2,293			96,810
The Stanley Works		7,286			417,123
					778,449
Toys — 0.2%
Mattel, Inc.		59,274			1,303,435
Transport - Rail — 0.8%
CSX Corp.		50,391			2,391,557
Norfolk Southern Corp.		58,311			2,998,935
					5,390,492
Transport - Services — 0.4%
C.H. Robinson Worldwide, Inc.		30,943			1,650,190
Expeditors International of Washington, Inc.		39,356			1,435,313
					3,085,503
Web Portals/ISP — 1.7%
Google, Inc., Class A†		19,429			10,235,197
Yahoo!, Inc.†		149,913			2,295,168
					12,530,365
Wireless Equipment — 1.6%
American Tower Corp., Class A†		64,045			2,732,160
QUALCOMM, Inc.		233,336			8,561,098
					11,293,258
Total Long-Term Investment Securities
(cost $646,387,562)					694,817,920
SHORT-TERM INVESTMENT SECURITIES — 0.4%
U.S. Government Treasuries — 0.4%
United States Treasury Bills
0.09% due 03/18/10(1)	$	900,000			899,964
0.09% due 05/20/10(1)		2,100,000			2,099,487
Total Short-Term Investment Securities
(cost $2,999,544)					2,999,451
REPURCHASE AGREEMENT — 2.5%
State Street Bank & Trust Co. Joint Repurchase Agreement (cost $18,053,000)(2)		18,053,000			18,053,000
TOTAL INVESTMENTS
(cost $667,440,106)(3)		99.9	%		715,870,371
Other assets less liabilities		0.1			858,971
NET ASSETS —		100.0	%	$	716,729,342

† Non-income producing security

(1) The security or a portion thereof was pledged as collateral to cover margin requirements for open futures contracts.

(2) See Note 2 for details of Joint Repurchase Agreement

(3) See Note 5 for cost of investments on a tax basis.

Open Futures Contracts
Number of Contracts	Type	Description	Expiration Date	Market Value at Trade Date		Market Value as of February 28, 2010		Unrealized Appreciation (Depreciation)
392	Long	S&P 500 E-Mini Futures Index	March 2010	$	21,686,177	$	21,626,640	$	(59,537	)

80

VALIC Company II Socially Responsible Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

The following is a summary of the inputs used to value the Fund’s net assets as of February 28, 2010 (see Note 2):

	Level 1 — Unadjusted Quoted Prices			Level 2 — Other Observable Inputs		Level 3 — Significant Unobservable Inputs		Total
Long-Term Investment Securities:
Common Stock:
Medical — Drugs	$	36,685,110		$	—	$	—	$	36,685,110
Other Industries*		658,132,810			—		0		658,132,810
Short-Term Investment Securities:
U.S. Government Treasuries		—			2,999,451		—		2,999,451
Repurchase Agreement		—			18,053,000		—		18,053,000
Other Financial Instruments:+
Future Contracts — Depreciation		(59,537	)		—		—		(59,537	)
Total	$	694,758,383		$	21,052,451	$	0	$	715,810,834

* Sum of all other industries each of which individually has an aggregate market value of less than 5% of net assets.

+ Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forward and swap contracts, which are valued at the unrealized appreciation (depreciation) on the instrument.

The following is a reconciliation of Level 3 assets which significant unobservable

inputs were used to determine fair value:

	Common Stock
Balance as of 8/31/2009	$	0
Accrued discounts/premiums		—
Realized gain (loss)		—
Change in unrealized appreciation (depreciation)		—
Net purchases (sales)		(0	)
Transfers in and/or out of Level 3		—
Balance as of 2/28/2010	$	—

See Notes to Financial Statements

81

VALIC Company II Strategic Bond Fund

PORTFOLIO PROFILE — February 28, 2010 (Unaudited)

Industry Allocation*

Sovereign	27.3	%
Repurchase Agreements	7.7
Federal Home Loan Mtg. Corp.	5.4
Federal National Mtg. Assoc.	4.7
Diversified Financial Services	3.9
Oil Companies — Exploration & Production	2.7
Diversified Banking Institutions	2.6
United States Treasury Notes	2.1
Cable/Satellite TV	1.8
Telephone — Integrated	1.5
Medical — Hospitals	1.5
Pipelines	1.4
Electric — Integrated	1.5
Banks — Super Regional	1.3
Banks — Commercial	1.1
Special Purpose Entities	1.0
Casino Hotels	1.0
Steel — Producers	1.0
Electric — Generation	0.9
Government National Mtg. Assoc.	0.7
Paper & Related Products	0.7
Satellite Telecom	0.7
Airlines	0.7
United States Treasury Bonds	0.6
Coal	0.6
Non — Hazardous Waste Disposal	0.5
Telecom Services	0.5
Cellular Telecom	0.5
Finance — Investment Banker/Broker	0.5
Retail — Regional Department Stores	0.5
Insurance — Mutual	0.5
Food — Meat Products	0.4
Printing — Commercial	0.4
Gas — Transportation	0.4
Medical — Drugs	0.4
Insurance — Multi-line	0.4
Computer Services	0.4
Diversified Minerals	0.4
Insurance — Life/Health	0.4
Chemicals — Plastics	0.4
Building — Residential/Commercial	0.4
Independent Power Producers	0.4
Physicians Practice Management	0.4
Television	0.3
Finance — Auto Loans	0.3
Funeral Services & Related Items	0.3
Containers — Metal/Glass	0.3
Transport — Air Freight	0.3
Aerospace/Defense	0.3
Oil Companies — Integrated	0.3
Building & Construction Products — Misc.	0.3
Rental Auto/Equipment	0.3
Seismic Data Collection	0.3
Diversified Manufacturing Operations	0.3
Containers — Paper/Plastic	0.3
Medical Products	0.2
Electronic Components — Semiconductors	0.2
Oil — Field Services	0.2
Theaters	0.2
Gambling (Non-Hotel)	0.2
Retail — Apparel/Shoe	0.2
Food — Misc.	0.2
Retail — Toy Stores	0.2
Chemicals — Diversified	0.2
Food — Retail	0.2
Metal — Copper	0.2
Electronic Components — Misc.	0.2
Import/Export	0.2
Retail — Drug Store	0.2

Chemicals — Specialty	0.2
Decision Support Software	0.2
Photo Equipment & Supplies	0.2
Private Corrections	0.2
Commercial Services	0.2
Music	0.2
Real Estate Operations & Development	0.2
Agricultural Chemicals	0.2
Distribution/Wholesale	0.2
Broadcast Services/Program	0.2
Forestry	0.2
Auto/Truck Parts & Equipment — Replacement	0.2
Real Estate Management/Services	0.2
Wireless Equipment	0.2
Hazardous Waste Disposal	0.2
Cosmetics & Toiletries	0.2
Storage/Warehousing	0.2
Rubber — Tires	0.2
Enterprise Software/Service	0.2
Retail — Petroleum Products	0.2
Direct Marketing	0.2
Finance — Other Services	0.2
Gas — Distribution	0.2
Medical Instruments	0.1
Transport — Rail	0.1
Office Supplies & Forms	0.1
Firearms & Ammunition	0.1
Web Hosting/Design	0.1
Home Furnishings	0.1
Marine Services	0.1
Publishing — Newspapers	0.1
Transport — Services	0.1
Metal — Diversified	0.1
Consumer Products — Misc.	0.1
Beverages — Wine/Spirits	0.1
Banks — Money Center	0.1
Transport — Marine	0.1
Casino Services	0.1
Medical — Biomedical/Gene	0.1
Advertising Services	0.1
Wire & Cable Products	0.1
Finance — Mortgage Loan/Banker	0.1
Mining Services	0.1
Publishing — Periodicals	0.1
Auto/Truck Parts & Equipment — Original	0.1
Applications Software	0.1
Real Estate Investment Trusts	0.1
Retail — Restaurants	0.1
Auction Houses/Art Dealers	0.1
Building — Heavy Construction	0.1
Computers — Memory Devices	0.1
Diamonds/Precious Stones	0.1
Retail — Arts & Crafts	0.1
Electric — Distribution	0.1
Transport — Equipment & Leasing	0.1
Circuit Boards	0.1
Oil Refining & Marketing	0.1
Fisheries	0.1
Auto — Heavy Duty Trucks	0.1
Steel — Specialty	0.1
Building Products — Cement	0.1
Warehousing & Harbor Transportation Services	0.1
Publishing — Books	0.1
Research & Development	0.1
Finance — Commercial	0.1
Aerospace/Defense — Equipment	0.1
Radio	0.1
Soap & Cleaning Preparation	0.1

82

VALIC Company II Strategic Bond Fund

PORTFOLIO PROFILE — February 28, 2010 (Unaudited) — (continued)

Industry Allocation* (continued)

Consulting Services	0.1	%
Medical Information Systems	0.1
	97.9	%

Credit Quality†#

Government — Agency	11.8	%
Government — Treasury	3.0
AAA	9.4
AA	3.1
A	6.2
BBB	17.8
BB	20.9
B	19.0
CCC	4.7
CC	0.3
C	0.2
Below C	0.1
Not Rated@	3.5
	100.0	%

* Calculated as a percentage of net assets.

@ Represent debt issues that either have no rating, or the rating is unavailable from the data source.

† Source: Standard and Poors

# Calculated as percentage of total debt issues, excluding short-term securities.

83

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited)

Security Description	Principal Amount(12)		Market Value (Note 2)
ASSET BACKED SECURITIES — 2.3%
Diversified Financial Services — 2.3%
Banc of America Commercial Mtg., Inc. Series 2006-6, Class AM 5.39% due 10/10/45(1)	$	108,000	$	90,106
Carrington Mtg. Loan Trust Series 2006-NC3, Class A2 0.33% due 08/25/36(3)		1,927,269		1,577,316
Commercial Mtg. Pass Through Certs. Series 2006-CN2A, Class A2FL 0.45% due 02/05/19*(1)(3)		550,000		491,530
CS First Boston Mtg. Securities Corp. Series 2002-CKN2, Class A3 6.13% due 04/15/37(1)		800,000		848,090
GS Mortage Securities Trust Series 2007-GG10, Class A4 5.81% due 08/10/45(1)(2)		2,900,000		2,583,875
GSAMP Trust Series 2007-FM2, Class A2A 0.29% due 01/25/37(3)		2,266,539		2,090,049
GSR Mtg. Loan Trust Series 2004-10F, Class 6A1 5.00% due 09/25/34(4)		286,859		288,921
JP Morgan Chase Commercial Mtg. Securities Corp. Series 2006-LDP9, Class AM 5.37% due 05/15/47(1)		310,000		225,863
JP Morgan Chase Commercial Mtg. Securities Corp. Series 2007-LD11, Class A4 5.82% due 06/15/49(1)(2)		1,000,000		916,095
Wells Fargo Mtg. Backed Securities Trust Series 2006-AR12, Class 2A1 6.07% due 09/25/36(2)(4)		144,406		125,590
Total Asset Backed Securities
(cost $9,617,456)				9,237,435
CONVERTIBLE BONDS & NOTES — 0.0%
Telecom Services — 0.0%
ICO North America, Inc. Senior Sec. Notes 7.50% due 08/15/09†(5)(6)(7)(11)(15)(17) (cost $140,000)		140,000		88,200
U.S. CORPORATE BONDS & NOTES — 39.3%
Advertising Services — 0.1%
Visant Holding Corp. Senior Notes 10.25% due 12/01/13(8)		453,000		465,458
Aerospace/Defense — 0.3%
Lockheed Martin Corp. Senior Notes 5.50% due 11/18/39		450,000		444,768
Meccanica Holdings USA Company Guar. Notes 6.25% due 01/15/40*		135,000		133,546
Spirit Aerosystems, Inc. Company Guar. Notes 7.50% due 10/01/17*		730,000		722,700
				1,301,014
Aerospace/Defense - Equipment — 0.1%
United Technologies Corp. Senior Notes 5.70% due 04/15/40		257,000		261,436

Security Description	Principal Amount(12)		Market Value (Note 2)
Agricultural Chemicals — 0.2%
Incitec Pivot Finance LLC Company Guar. Notes 6.00% due 12/10/19*	$	30,000	$	29,837
Terra Capital, Inc. Senior Notes 7.75% due 11/01/19*		650,000		724,750
				754,587
Airlines — 0.7%
Continental Airlines, Inc. Pass Through Certs. Series 2001-1, Class A-2 6.50% due 06/15/11		300,000		304,500
Continental Airlines, Inc. Pass Through Certs. Series 1991, Class A 6.55% due 02/02/19		166,180		166,595
Continental Airlines, Inc. Pass Through Certs. Series 2000-2, Class C 8.31% due 04/02/11		29,733		28,693
Delta Air Lines, Inc. Pass Through Certs. 6.82% due 02/10/24		1,264,046		1,210,324
Delta Air Lines, Inc. Senior Sec. Notes 9.50% due 09/15/14*		425,000		432,437
United AirLines, Inc. Pass Through Certs. Series 2009-2, Class A 9.75% due 01/15/17		625,000		653,125
				2,795,674
Applications Software — 0.1%
SS&C Technologies, Inc. Company Guar. Notes 11.75% due 12/01/13		385,000		404,250
Auction House/Art Dealers — 0.1%
KAR Auction Services, Inc. Company Guar. Notes 8.75% due 05/01/14		385,000		388,850
Auto - Heavy Duty Trucks — 0.1%
Navistar International Corp. Senior Notes 8.25% due 11/01/21		300,000		304,500
Auto/Truck Parts & Equipment - Original — 0.1%
ArvinMeritor, Inc. Senior Notes 8.13% due 09/15/15		450,000		409,500
Auto/Truck Parts & Equipment - Replacement — 0.2%
Allison Transmission Senior Notes 11.00% due 11/01/15*		700,000		726,250
Exide Corp. Notes 10.00% due 04/15/05†(5)(7)		150,000		0
				726,250
Banks - Commercial — 0.2%
ATF Bank JSC Bank Guar. Notes 9.25% due 02/21/14		400,000		402,000

84

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Banks - Commercial (continued)
BB&T Corp. Sub. Notes 0.55% due 05/23/17(3)	$	168,000	$	152,889
KeyBank NA Sub. Notes 7.41% due 10/15/27		52,000		53,936
Wachovia Bank NA Sub. Notes 5.00% due 08/15/15		411,000		421,488
				1,030,313
Banks - Fiduciary — 0.0%
State Street Capital Trust IV Company Guar. Notes 1.25% due 06/15/37(3)		230,000		159,735
Banks - Super Regional — 1.3%
BAC Capital Trust XIII Bank Guar. Notes 0.65% due 03/15/12(3)(9)		575,000		343,041
BAC Capital Trust XV Bank Guar. Notes 1.06% due 06/01/56(3)		160,000		98,492
Bank of America NA Senior Sub. Notes 5.30% due 03/15/17		302,000		297,116
Fifth Third Capital Trust IV Bank Guar. Notes 6.50% due 04/15/37(3)		945,000		751,275
JPMorgan Chase Bank NA Sub. Notes 5.88% due 06/13/16		289,000		308,965
National City Corp. Senior Notes 4.90% due 01/15/15		78,000		81,907
SunTrust Banks, Inc. Senior Notes 6.00% due 09/11/17		135,000		137,093
USB Capital IX Company Guar. Notes 6.19% due 04/15/11(3)(9)		373,000		307,725
USB Capital XIII Trust Company Guar. Bonds 6.63% due 12/15/39		156,000		155,076
Wachovia Capital Trust III Bank Guar. Notes 5.80% due 03/15/11(3)(9)		3,000,000		2,415,000
Wachovia Corp. Sub. Notes 5.63% due 10/15/16		120,000		124,213
Wells Fargo & Co. Jr. Sub. Notes 7.98% due 03/15/18(3)(9)		150,000		150,750
Wells Fargo Bank NA Sub. Notes 5.75% due 05/16/16		146,000		152,919
				5,323,572
Beverages - Wine/Spirits — 0.1%
Constellation Brands, Inc. Company Guar. Notes 7.25% due 05/15/17		525,000		528,938

Security Description	Principal Amount(12)		Market Value (Note 2)
Broadcast Services/Program — 0.2%
Fisher Communications, Inc. Senior Notes 8.63% due 09/15/14	$	562,000	$	538,817
Nexstar Broadcasting, Inc. Company Guar. Notes 0.50% due 01/15/14*(10)(13)		191,042		149,013
Nexstar Broadcasting, Inc. Company Guar. Notes 7.00% due 01/15/14		63,000		49,455
				737,285
Building & Construction Products - Misc. — 0.1%
Interline Brands, Inc. Senior Sub. Notes 8.13% due 06/15/14		400,000		402,000
Building Products - Cement — 0.1%
Texas Industries, Inc. Company Guar. Notes 7.25% due 07/15/13		300,000		291,750
Building - Residential/Commercial — 0.4%
D.R. Horton, Inc. Senior Notes 6.50% due 04/15/16		800,000		788,000
KB Home Company Guar. Notes 6.25% due 06/15/15		750,000		707,812
				1,495,812
Cable/Satellite TV — 1.8%
CCH II LLC/CCH II Capital Corp. Senior Notes 13.50% due 11/30/16		760,083		897,848
CCO Holdings LLC/CCO Holdings Capital Corp. Senior Notes 8.75% due 11/15/13		1,305,000		1,324,575
Cequel Communications Holdings I LLC/Cequel Capital Corp. Senior Notes 8.63% due 11/15/17*		265,000		265,000
Charter Communications Operating LLC Senior Notes 10.88% due 09/15/14*		5,000		5,569
Charter Communications Operating LLC/Charter Communications Operating Capital, Inc. Senior Notes 8.38% due 04/30/14*		1,035,000		1,050,525
Comcast Corp. Company Guar. Notes 5.70% due 05/15/18		108,000		114,720
Comcast Corp. Company Guar. Notes 5.90% due 03/15/16		800,000		872,118
Comcast Corp. Company Guar. Notes 6.40% due 03/01/40		270,000		274,718
COX Communications, Inc. Senior Notes 6.95% due 06/01/38*		213,000		228,772
COX Communications, Inc. Notes 7.13% due 10/01/12		125,000		139,997

85

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Cable/Satellite TV (continued)
CSC Holdings, Inc. Senior Notes 8.63% due 02/15/19*	$	545,000	$	588,600
DISH DBS Corp. Company Guar. Notes 7.75% due 05/31/15		855,000		887,062
Echostar DBS Corp. Company Guar. Notes 7.13% due 02/01/16		325,000		325,812
Time Warner Cable, Inc. Company Guar. Notes 5.85% due 05/01/17		403,000		433,335
				7,408,651
Casino Hotels — 1.0%
Eldorado Casino Corp. (Shreveport) Sec. Bonds 10.00% due 08/01/12(7)(10)		362,426		308,062
Eldorado Resorts LLC Senior Notes 9.00% due 04/15/14(5)(7)		250,000		214,338
Harrah’s Operating Co., Inc. Senior Sec. Notes 11.25% due 06/01/17		775,000		804,063
MGM Mirage, Inc. Company Guar. Notes 6.75% due 09/01/12		725,000		670,625
MGM Mirage, Inc. Company Guar. Notes 6.75% due 04/01/13		650,000		583,375
MGM Mirage, Inc. Senior Sec. Notes 11.13% due 11/15/17*		925,000		996,687
Turning Stone Resort Casino Enterprise Senior Notes 9.13% due 09/15/14*		345,000		345,000
				3,922,150
Casino Services — 0.1%
FireKeepers Development Authority Senior Notes 13.88% due 05/15/15*		420,000		483,000
Cellular Telecom — 0.5%
Cricket Communications, Inc. Company Guar. Notes 10.00% due 07/15/15		815,000		825,187
MetroPCS Wireless, Inc. Company Guar. Notes 9.25% due 11/01/14		556,000		554,610
Nextel Communications, Inc. Senior Notes 7.38% due 08/01/15		750,000		691,875
				2,071,672
Chemicals - Diversified — 0.2%
Olin Corp. Senior Notes 8.88% due 08/15/19		535,000		569,775
Rohm & Haas Co. Notes 6.00% due 09/15/17		216,000		229,109

Security Description	Principal Amount(12)		Market Value (Note 2)
Chemicals - Diversified (continued)
Union Carbide Corp. Senior Notes 7.75% due 10/01/96	$	165,000	$	139,153
				938,037
Chemicals - Plastics — 0.2%
Hexion Finance Escrow LLC/Hexion Escrow Corp. Senior Sec. Notes 8.88% due 02/01/18*		750,000		701,250
Chemicals - Specialty — 0.2%
Momentive Performance Materials, Inc. Company Guar. Notes 9.75% due 12/01/14		875,000		824,688
Circuit Boards — 0.1%
Viasystems, Inc. Senior Sec. Notes 12.00% due 01/15/15*		310,000		330,150
Coal — 0.4%
Arch Coal, Inc. Senior Notes 8.75% due 08/01/16*		825,000		853,875
Drummond Co., Inc. Senior Notes 9.00% due 10/15/14*		850,000		850,000
				1,703,875
Commercial Services — 0.2%
Ceridian Corp. Senior Notes 11.25% due 11/15/15		825,000		789,938
Computer Services — 0.4%
Affiliated Computer Services, Inc. Senior Notes 5.20% due 06/01/15		156,000		161,070
Compucom Systems, Inc. Senior Sub. Notes 12.50% due 10/01/15*		670,000		696,800
SunGard Data Systems, Inc. Company Guar. Notes 9.13% due 08/15/13		656,000		671,580
				1,529,450
Computers - Integrated Systems — 0.0%
Brocade Communications Systems, Inc. Senior Sec. Notes 6.63% due 01/15/18*		130,000		131,300
Brocade Communications Systems, Inc. Senior Sec. Notes 6.88% due 01/15/20*		70,000		71,400
				202,700
Consulting Services — 0.1%
FTI Consulting, Inc. Company Guar. Notes 7.75% due 10/01/16		225,000		225,563
Consumer Products - Misc. — 0.1%
American Achievement Corp. Company Guar. Notes 8.25% due 04/01/12*		543,000		534,855

86

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Containers - Metal/Glass — 0.3%
Ball Corp. Company Guar. Notes 6.88% due 12/15/12	$	145,000	$	146,813
Ball Corp. Company Guar. Notes 7.38% due 09/01/19		775,000		804,062
Crown Cork & Seal Co., Inc. Debentures 7.38% due 12/15/26		140,000		127,400
Owens - Brockway Glass Container, Inc. Company Guar. Notes 8.25% due 05/15/13		245,000		248,675
				1,326,950
Containers - Paper/Plastic — 0.3%
Berry Plastics Escrow LLC/Berry Plastics Escrow Corp. Senior Sec. Notes 8.25% due 11/15/15*		325,000		320,937
Berry Plastics Escrow LLC/Berry Plastics Escrow Corp. Senior Sec. Notes 8.88% due 09/15/14*		350,000		336,875
Graphic Packaging International, Inc. Company Guar. Notes 9.50% due 06/15/17		400,000		420,000
				1,077,812
Cosmetics & Toiletries — 0.2%
Revlon Consumer Products Corp. Company Guar. Notes 9.75% due 11/15/15*		650,000		667,875
Decision Support Software — 0.2%
Vangent, Inc. Company Guar. Notes 9.63% due 02/15/15		895,000		823,400
Direct Marketing — 0.2%
Affinity Group, Inc. Company Guar. Notes 9.00% due 02/15/12		901,000		630,700
Distribution/Wholesale — 0.2%
McJunkin Red Man Corp. Senior Sec. Notes 9.50% due 12/15/16*		750,000		751,875
Diversified Banking Institutions — 2.4%
Bank of America Corp. Sub. Notes 5.42% due 03/15/17		6,000		5,866
Bank of America Corp. Senior Notes 6.25% due 04/15/12		100,000		107,351
Bank of America Corp. Sub. Notes 7.25% due 10/15/25		49,000		51,073
Bank of America Corp. Jr. Sub. Notes 8.00% due 01/30/18(3)(9)		1,975,000		1,882,412
Bank of America Corp. Jr. Sub. Notes 8.13% due 05/15/18(3)(9)		1,005,000		957,886
Citigroup, Inc. Sub. Notes 5.00% due 09/15/14		145,000		144,200

Security Description	Principal Amount(12)		Market Value (Note 2)
Diversified Banking Institutions (continued)
Citigroup, Inc. Senior Notes 5.50% due 04/11/13	$	184,000	$	192,601
Citigroup, Inc. Sub. Notes 5.50% due 02/15/17		140,000		136,556
Citigroup, Inc. Senior Notes 5.85% due 07/02/13		500,000		528,204
Citigroup, Inc. Global Sub. Notes 6.00% due 10/31/33		145,000		123,128
Citigroup, Inc. Senior Notes 6.13% due 05/15/18		116,000		116,390
Citigroup, Inc. Senior Notes 6.38% due 08/12/14		340,000		360,841
GMAC, Inc. Sub. Notes 8.00% due 12/31/18		800,000		740,000
GMAC, Inc. Company Guar. Notes 8.00% due 11/01/31		1,525,000		1,406,813
GMAC, Inc. Company Guar. Notes 8.30% due 02/12/15*		425,000		428,719
JP Morgan Chase & Co. Sub. Notes 4.89% due 09/01/15(3)		162,000		163,463
Morgan Stanley Senior Notes 5.50% due 01/26/20		125,000		122,453
Morgan Stanley Senior Notes 6.00% due 04/28/15		926,000		989,125
The Goldman Sachs Group, Inc. Senior Notes 5.45% due 11/01/12		125,000		134,054
The Goldman Sachs Group, Inc. Sub. Notes 5.63% due 01/15/17		130,000		132,606
The Goldman Sachs Group, Inc. Senior Notes 5.95% due 01/18/18		210,000		220,395
The Goldman Sachs Group, Inc. Senior Notes 6.25% due 09/01/17		187,000		201,323
The Goldman Sachs Group, Inc. Sub. Notes 6.45% due 05/01/36		430,000		403,211
The Goldman Sachs Group, Inc. Sub. Notes 6.75% due 10/01/37		130,000		126,044
				9,674,714
Diversified Financial Services — 1.5%
CIT Group Funding Co. of Delaware LLC Senior Sec. Notes 10.25% due 05/01/13		138,284		142,605
CIT Group Funding Co. of Delaware LLC Senior Sec. Notes 10.25% due 05/01/14		207,427		213,391

87

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Diversified Financial Services (continued)
CIT Group Funding Co. of Delaware LLC Senior Sec. Notes 10.25% due 05/01/15	$	207,427	$	212,353
CIT Group Funding Co. of Delaware LLC Senior Sec. Notes 10.25% due 05/01/16		345,712		353,491
CIT Group Funding Co. of Delaware LLC Senior Sec. Notes 10.25% due 05/01/17		1,933,997		1,977,512
Citigroup Capital XXI Company Guar. Bonds 8.30% due 12/21/57(3)		2,480,000		2,300,200
General Electric Capital Corp. Senior Notes 2.80% due 01/08/13		270,000		272,337
General Electric Capital Corp. Senior Notes 5.88% due 01/14/38		162,000		150,400
General Electric Capital Corp. Senior Notes 6.15% due 08/07/37		740,000		713,411
				6,335,700
Diversified Manufacturing Operations — 0.3%
Acuity Brands Lighting, Inc. Company Guar. Notes 6.00% due 12/15/19*		119,000		117,748
General Electric Co. Senior Notes 5.25% due 12/06/17		85,000		89,199
Harland Clarke Holdings Corp. Notes 9.50% due 05/15/15		445,000		404,950
SPX Corp. Senior Notes 7.63% due 12/15/14		500,000		511,250
				1,123,147
Electric - Generation — 0.9%
Allegheny Energy Supply Co. LLC Senior Notes 6.75% due 10/15/39*		364,000		358,013
Edison Mission Energy Senior Notes 7.00% due 05/15/17		450,000		329,625
Edison Mission Energy Senior Notes 7.63% due 05/15/27		370,000		240,500
Homer City Funding LLC Senior Notes 8.14% due 10/01/19		237,250		233,691
Midwest Generation LLC Pass Thru Certs., Series B 8.56% due 01/02/16		247,519		253,088
Reliant Energy Mid - Atlantic Power Holdings LLC Pass Through Certs., Series B 9.24% due 07/02/17		518,145		553,120
Reliant Energy Mid-Atlantic Power Holdings LLC Pass Through Certs., Series C 9.68% due 07/02/26		300,000		319,125

Security Description	Principal Amount(12)		Market Value (Note 2)
Electric - Generation (continued)
Sithe/Independence Funding Corp. Senior Notes 9.00% due 12/30/13	$	369,241	$	381,899
The AES Corp. Senior Notes 8.00% due 10/15/17		815,000		809,906
The AES Corp. Senior Notes 8.00% due 06/01/20		400,000		392,500
				3,871,467
Electric - Integrated — 1.0%
Ameren Energy Generating Co. Senior Notes 6.30% due 04/01/20		196,000		199,010
CenterPoint Energy Houston Electric LLC General Refunding Mtg. 7.00% due 03/01/14		208,000		238,737
CMS Energy Corp. Senior Notes 6.25% due 02/01/20		125,000		122,031
Dominion Resources, Inc. Senior Notes 5.25% due 08/01/33		316,000		339,922
Dominion Resources, Inc. Senior Notes 7.00% due 06/15/38		130,000		148,948
Entergy Texas, Inc. 1st Mtg. Notes 7.13% due 02/01/19		21,000		23,784
Exelon Generation Co. LLC Senior Notes 6.25% due 10/01/39		130,000		133,009
Mirant Americas Generation LLC Senior Notes 8.50% due 10/01/21		680,000		635,800
Mirant Mid - Atlantic LLC Pass Through Certs., Series B 9.13% due 06/30/17		237,050		248,310
Pepco Holdings, Inc. Senior Notes 6.45% due 08/15/12		345,000		372,771
Southern Energy, Inc. Notes 7.90% due 07/15/09†(5)(7)		725,000		0
Texas Competitive Electric Holdings Co., LLC Company Guar. Notes, Series A 10.25% due 11/01/15		1,480,000		1,106,152
Texas Competitive Electric Holdings Co., LLC Company Guar. Notes 11.25% due 11/01/16(11)		602,458		427,745
Trans - Allegheny Interstate Line Co. Senior Notes 4.00% due 01/15/15*		128,000		129,314
				4,125,533
Electronic Components - Misc. — 0.2%
Jabil Circuit, Inc. Senior Notes 7.75% due 07/15/16		675,000		698,625
Electronic Components - Semiconductors — 0.2%
Amkor Technology, Inc. Senior Notes 7.75% due 05/15/13		450,000		456,750

88

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Electronic Components - Semiconductors (continued)
Freescale Semiconductor, Inc. Senior Sec. Notes 10.13% due 03/15/18*	$	450,000	$	459,000
National Semiconductor Corp. Senior Notes 6.60% due 06/15/17		102,000		106,236
				1,021,986
Enterprise Software/Service — 0.2%
JDA Software Group, Inc. Senior Notes 8.00% due 12/15/14*		625,000		643,750
Finance - Auto Loans — 0.3%
Ford Motor Credit Co. LLC Senior Notes 7.50% due 08/01/12		1,375,000		1,380,763
Finance - Commercial — 0.1%
Textron Financial Corp. Senior Notes 5.40% due 04/28/13		260,000		264,246
Finance - Investment Banker/Broker — 0.5%
Cemex Finance LLC Senior Sec. Notes 9.50% due 12/14/16*		700,000		714,000
JPMorgan Chase Capital XXIII, Ltd. Guar. Bonds 1.25% due 05/15/77(3)		65,000		46,545
Lehman Brothers Holdings Capital Trust VII Company Guar. Notes 0.00% due 05/31/12†(3)(9)(16)(17)		101,000		252
Lehman Brothers Holdings, Inc. Senior Notes 5.50% due 04/04/16†(16)(17)		97,000		21,825
Lehman Brothers Holdings, Inc. Sub. Notes 6.75% due 12/28/17†(16)(17)		111,000		277
Lehman Brothers Holdings, Inc. Sub. Notes 7.50% due 05/11/38†(16)(17)		143,000		357
Merrill Lynch & Co., Inc. Sub. Notes 6.05% due 05/16/16		500,000		508,936
TD Ameritrade Holding Corp. Company Guar. Notes 2.95% due 12/01/12		435,000		438,864
The Bear Stearns Cos., Inc. Senior Notes 6.40% due 10/02/17		232,000		256,139
				1,987,195
Finance - Mortgage Loan/Banker — 0.1%
Countrywide Financial Corp. Sub. Notes 6.25% due 05/15/16		260,000		265,383
Firearms & Ammunition — 0.1%
Freedom Group, Inc. Senior Sec. Notes 10.25% due 08/01/15*		550,000		583,000

Security Description	Principal Amount(12)		Market Value (Note 2)
Food - Meat Products — 0.2%
Smithfield Foods, Inc. Senior Sec. Notes 10.00% due 07/15/14*	$	725,000	$	784,813
Food - Misc. — 0.2%
Del Monte Foods Co. Senior Sub. Notes 7.50% due 10/15/19*		275,000		279,125
Kraft Foods, Inc. Senior Notes 6.50% due 02/09/40		346,000		362,457
Kraft Foods, Inc. Senior Notes 6.75% due 02/19/14		208,000		236,238
				877,820
Food - Retail — 0.2%
Ahold Finance USA LLC Company Guar. Notes 6.88% due 05/01/29		295,000		318,500
Ingles Markets, Inc. Senior Notes 8.88% due 05/15/17		400,000		412,000
SUPERVALU, Inc. Senior Notes 8.00% due 05/01/16		200,000		201,000
				931,500
Forestry — 0.2%
Weyerhaeuser Co. Senior Notes 7.38% due 03/15/32		775,000		736,631
Funeral Services & Related Items — 0.3%
Carriage Services, Inc. Senior Notes 7.88% due 01/15/15		750,000		721,875
Service Corp. International Senior Notes 8.00% due 11/15/21		650,000		648,375
				1,370,250
Gambling (Non - Hotel) — 0.2%
Downstream Development Authority Senior Sec. Notes 12.00% due 10/15/15*		700,000		623,000
Waterford Gaming LLC Senior Notes 8.63% due 09/15/14*		623,000		339,535
				962,535
Gas - Distribution — 0.1%
MXEnergy Holdings, Inc. Senior Sec. Notes 13.25% due 08/01/14*(5)(7)		104,000		80,600
Sempra Energy Senior Notes 6.50% due 06/01/16		186,000		208,261
				288,861
Gas - Transportation — 0.4%
Sabine Pass LNG LP Company Guar. Senior Notes 7.25% due 11/30/13		435,000		406,181

89

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Gas - Transportation (continued)
Sabine Pass LNG LP Senior Sec. Notes 7.50% due 11/30/16	$	1,455,000	$	1,276,763
				1,682,944
Hazardous Waste Disposal — 0.2%
Clean Harbors, Inc. Senior Sec. Notes 7.63% due 08/15/16		675,000		681,750
Home Furnishings — 0.1%
Norcraft Cos., LP/Norcraft Finance Corp. Senior Sec. Notes 10.50% due 12/15/15*		550,000		569,250
Simmons Co. Senior Disc. Notes 10.00% due 12/15/14†(8)(16)(17)		45,000		3,713
				572,963
Human Resources — 0.0%
Team Health, Inc. Company Guar. Notes 11.25% due 12/01/13		139,000		145,950
Independent Power Producers — 0.4%
Calpine Corp. Escrow Notes 8.75% due 07/15/13†(5)(7)		1,615,000		0
NRG Energy, Inc. Company Guar. Notes 7.38% due 02/01/16		1,115,000		1,099,669
RRI Energy, Inc. Senior Notes 7.88% due 12/31/17		405,000		378,675
				1,478,344
Insurance - Life/Health — 0.4%
Jefferson-Pilot Corp. Senior Notes 4.75% due 01/30/14		145,000		147,463
Lincoln National Corp. Bonds 7.00% due 05/17/66(3)		800,000		683,040
Nationwide Financial Services, Inc. Senior Notes 5.90% due 07/01/12		187,000		197,111
Pacific LifeCorp Senior Notes 6.00% due 02/10/20*		140,000		138,862
Principal Life Income Funding Trusts Senior Sec. Notes 0.43% due 11/08/13(3)		213,000		203,375
Prudential Financial, Inc. Senior Notes 6.00% due 12/01/17		141,000		149,142
				1,518,993
Insurance - Multi - line — 0.3%
Genworth Financial, Inc. Senior Notes 4.95% due 10/01/15		150,000		136,331
Genworth Financial, Inc. Senior Notes 8.63% due 12/15/16		145,000		150,972

Security Description	Principal Amount(12)		Market Value (Note 2)
Insurance - Multi - line (continued)
MetLife, Inc. Senior Notes 6.75% due 06/01/16	$	250,000	$	277,743
Metropolitan Life Global Funding I Notes 2.88% due 09/17/12*		280,000		284,748
Nationwide Mutual Insurance Co. Notes 9.38% due 08/15/39*		280,000		311,926
				1,161,720
Insurance - Mutual — 0.5%
Liberty Mutual Group, Inc. Notes 6.50% due 03/15/35*		160,000		136,021
Liberty Mutual Group, Inc. Company Guar. Notes 7.80% due 03/07/87*		295,000		252,225
Liberty Mutual Group, Inc. Company Guar. Bonds 10.75% due 06/15/58*(3)		1,415,000		1,528,200
				1,916,446
Medical Information Systems — 0.1%
Spheris, Inc. Senior Sub. Notes 11.00% due 12/15/12†(16)(17)		1,465,000		219,750
Medical Instruments — 0.1%
Accellent, Inc. Senior Sec. Notes 8.38% due 02/01/17*		300,000		302,250
Boston Scientific Corp. Senior Notes 7.38% due 01/15/40		313,000		320,376
				622,626
Medical Products — 0.2%
CareFusion Corp. Senior Notes 4.13% due 08/01/12		145,000		150,621
LVB Acquisition Holding LLC Company Guar. Notes 10.00% due 10/15/17		800,000		874,000
				1,024,621
Medical - Biomedical/Gene — 0.1%
Amgen, Inc. Senior Notes 5.85% due 06/01/17		240,000		266,264
Bio - Rad Laboratories, Inc. Senior Sub. Notes 8.00% due 09/15/16		200,000		209,000
				475,264
Medical - Drugs — 0.4%
Axcan Intermediate Holdings, Inc. Senior Notes 9.25% due 03/01/15		550,000		580,250
Valeant Pharmaceuticals International Senior Notes 8.38% due 06/15/16*		1,050,000		1,086,750
				1,667,000

90

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Medical - HMO — 0.0%
UnitedHealth Group, Inc. Senior Notes 5.25% due 03/15/11	$	145,000	$	150,482
Medical - Hospitals — 1.5%
Community Health Systems, Inc. Company Guar. Notes 8.88% due 07/15/15		2,195,000		2,271,825
HCA, Inc. Senior Notes 7.50% due 11/15/95		1,850,000		1,455,676
HCA, Inc. Senior Notes 8.50% due 04/15/19*		2,200,000		2,359,500
				6,087,001
Metal - Copper — 0.2%
Freeport - McMoRan Copper & Gold, Inc. Senior Notes 8.25% due 04/01/15		190,000		205,913
Freeport - McMoRan Copper & Gold, Inc. Senior Notes 8.38% due 04/01/17		653,000		708,505
				914,418
Mining Services — 0.1%
Noranda Aluminum Acquisition Corp. Company Guar. Notes 5.27% due 11/15/14(3)(11)		549,141		429,703
Multimedia — 0.0%
Haights Cross Operating Co. Senior Notes 11.75% due 08/15/11†(5)(7)(16)(17)		100,000		56,475
Time Warner Entertainment Co. LP Senior Notes 8.38% due 07/15/33		87,000		106,093
				162,568
Music — 0.2%
WMG Acquisition Corp. Senior Notes 9.50% due 06/15/16*		750,000		787,500
Non - Ferrous Metals — 0.0%
Renco Metals, Inc. Bonds 11.50% due 07/01/03†(5)(7)(15)(18)		75,000		0
Non - Hazardous Waste Disposal — 0.5%
Allied Waste North America, Inc. Company Guar. Notes 7.13% due 05/15/16		435,000		469,800
Casella Waste Systems, Inc. Senior Sec. Notes 11.00% due 07/15/14*		525,000		564,375
Waste Management, Inc. Company Guar. Notes 6.13% due 11/30/39		149,000		150,925
Waste Management, Inc. Company Guar. Notes 6.38% due 11/15/12		121,000		133,991
Waste Services, Inc. Senior Sub. Notes 9.50% due 04/15/14*		650,000		667,875

Security Description	Principal Amount(12)		Market Value (Note 2)
Non - Hazardous Waste Disposal (continued)
Waste Services, Inc. Senior Sub. Notes 9.50% due 04/15/14	$	240,000	$	246,600
				2,233,566
Office Automation & Equipment — 0.0%
Pitney Bowes, Inc. Senior Notes 5.25% due 01/15/37		182,000		190,999
Office Supplies & Forms — 0.1%
ACCO Brands Corp. Senior Sec. Notes 10.63% due 03/15/15*		545,000		592,415
Oil Companies - Exploration & Production — 1.8%
Atlas Energy Operating Co. LLC / Atlas Energy Finance Corp. Company Guar. Notes 10.75% due 02/01/18		400,000		433,000
Belden & Blake Corp. Company Guar. Sec. Notes 8.75% due 07/15/12		80,000		73,600
Brigham Exploration Co. Company Guar. Notes 9.63% due 05/01/14		780,000		795,600
Chaparral Energy, Inc. Company Guar. Notes 8.50% due 12/01/15		260,000		211,900
Chesapeake Energy Corp. Senior Notes 6.63% due 01/15/16		685,000		661,025
Chesapeake Energy Corp. Senior Notes 7.25% due 12/15/18		275,000		270,875
Chesapeake Energy Corp. Senior Notes 9.50% due 02/15/15		325,000		353,437
Denbury Resources, Inc. Company Guar. Notes 9.75% due 03/01/16		175,000		188,563
Encore Acquisition Co. Senior Notes 9.50% due 05/01/16		490,000		521,850
Hilcorp Energy I LP Senior Notes 7.75% due 11/01/15*		670,000		651,575
Hilcorp Energy I LP Senior Notes 9.00% due 06/01/16*		200,000		202,500
Kerr - McGee Corp. Company Guar. Notes 6.95% due 07/01/24		732,000		829,180
Plains Exploration & Production Co. Company Guar. Notes 7.75% due 06/15/15		250,000		252,188
Plains Exploration & Production Co. Company Guar. Notes 10.00% due 03/01/16		325,000		353,437
Quicksilver Resources, Inc. Senior Notes 8.25% due 08/01/15		600,000		606,000
Quicksilver Resources, Inc. Senior Notes 9.13% due 08/15/19		150,000		156,000

91

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Oil Companies - Exploration & Production (continued)
Quicksilver Resources, Inc. Senior Notes 11.75% due 01/01/16	$	75,000	$	85,125
SandRidge Energy, Inc. Company Guar. Notes 8.75% due 01/15/20*		250,000		245,000
XTO Energy, Inc. Senior Notes 6.38% due 06/15/38		162,000		182,707
XTO Energy, Inc. Senior Notes 6.50% due 12/15/18		125,000		144,831
				7,218,393
Oil Companies - Integrated — 0.2%
ConocoPhillips Holding Co. Senior Notes 6.95% due 04/15/29		348,000		402,676
Hess Corp. Senior Notes 7.88% due 10/01/29		330,000		400,254
				802,930
Oil Refining & Marketing — 0.1%
Valero Energy Corp. Senior Notes 6.13% due 02/01/20		125,000		125,818
Western Refining, Inc. Senior Sec. Notes 11.25% due 06/15/17*		225,000		189,000
				314,818
Oil - Field Services — 0.2%
Basic Energy Services, Inc. Senior Sec. Notes 11.63% due 08/01/14		425,000		455,812
Helix Energy Solutions Group, Inc. Senior Notes 9.50% due 01/15/16*		500,000		505,000
Oslo Seismic Services, Inc. 1st Mtg. Bonds 8.28% due 06/01/11		51,162		51,476
				1,012,288
Paper & Related Products — 0.5%
Boise Paper Holdings LLC Senior Notes 9.00% due 11/01/17*		75,000		77,250
Caraustar Industries, Inc. Senior Sec. Notes 10.00% due 08/15/14(5)(7)(11)		95,776		95,776
Cellu Tissue Holdings, Inc. Senior Sec. Notes 11.50% due 06/01/14		400,000		443,000
Georgia - Pacific LLC Company Guar. Notes 7.00% due 01/15/15*		425,000		430,844
Georgia - Pacific LLC Company Guar. Notes 7.13% due 01/15/17*		130,000		131,300
Georgia - Pacific LLC Senior Notes 7.75% due 11/15/29		155,000		154,612

Security Description	Principal Amount(12)		Market Value (Note 2)
Paper & Related Products (continued)
NewPage Corp. Senior Sec. Notes 11.38% due 12/31/14	$	345,000	$	329,475
Verso Paper Holdings LLC/Verso Paper, Inc. Senior Sec. Notes 9.13% due 08/01/14		125,000		115,000
Verso Paper Holdings LLC/Verso Paper, Inc. Senior Sec. Notes 11.50% due 07/01/14*		300,000		315,000
				2,092,257
Photo Equipment & Supplies — 0.2%
Eastman Kodak Co. Senior Sec. Notes 9.75% due 03/01/18*		825,000		808,500
Physicians Practice Management — 0.4%
US Oncology, Inc. Senior Sec. Notes 9.13% due 08/15/17		1,400,000		1,452,500
Pipelines — 1.4%
Copano Energy LLC Company Guar. Notes 8.13% due 03/01/16		1,060,000		1,067,950
Crosstex Energy/Crosstex Energy Finance Corp. Senior Notes 8.88% due 02/15/18*		450,000		456,750
Dynegy - Roseton Danskammer Pass Through Certs., Series B 7.67% due 11/08/16		1,300,000		1,254,500
El Paso Corp. Senior Sub. Notes 6.88% due 06/15/14		300,000		302,517
El Paso Corp. Senior Notes 12.00% due 12/12/13		100,000		116,250
Enbridge Energy Partners LP Senior Notes 5.20% due 03/15/20		95,000		96,161
MarkWest Energy Partners LP / MarkWest Energy Finance Corp. Senior Notes 6.88% due 11/01/14		245,000		237,650
MarkWest Energy Partners LP / MarkWest Energy Finance Corp. Company Guar. Notes 8.50% due 07/15/16		300,000		301,500
MarkWest Energy Partners LP / MarkWest Energy Finance Corp. Senior Notes 8.75% due 04/15/18		200,000		202,500
NGC Corp. Capital Trust Company Guar. Bonds 8.32% due 06/01/27		700,000		392,000
Plains All American Pipeline LP Senior Notes 4.25% due 09/01/12		333,000		348,510
Regency Energy Partners LP/Regency Energy Finance Corp. Company Guar. Notes 8.38% due 12/15/13		285,000		292,837
Southern Star Central Corp. Senior Notes 6.75% due 03/01/16		350,000		346,500

92

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Pipelines (continued)
Williams Partners LP Bonds 6.30% due 04/15/40*	$	130,000	$	129,988
Williams Partners LP Senior Notes 7.50% due 06/15/11		363,000		387,119
				5,932,732
Printing - Commercial — 0.4%
Cenveo Corp. Senior Sec. Notes 8.88% due 02/01/18*		900,000		891,000
Valassis Communications, Inc. Senior Notes 8.25% due 03/01/15		805,000		813,050
				1,704,050
Private Corrections — 0.2%
Corrections Corp. of America Company Guar. Notes 7.75% due 06/01/17		425,000		435,625
The Geo Group, Inc. Company Guar. Notes 7.75% due 10/15/17*		350,000		354,375
				790,000
Publishing - Books — 0.1%
TL Acquisitions, Inc. Senior Notes 10.50% due 01/15/15*		300,000		273,375
Publishing - Newspapers — 0.1%
Gannett Co., Inc. Company Guar. Notes 8.75% due 11/15/14*		275,000		287,719
Gannett Co., Inc. Company Guar. Notes 9.38% due 11/15/17*		175,000		183,094
Knight Ridder, Inc. Debentures 6.88% due 03/15/29		146,000		83,220
				554,033
Publishing - Periodicals — 0.1%
Nielsen Finance LLC / Nielsen Finance Co. Company Guar. Notes 11.50% due 05/01/16		375,000		417,656
The Reader’s Digest Association, Inc. Company Guar. Notes 9.00% due 02/15/17†(5)(16)(17)		955,000		3,152
				420,808
Radio — 0.1%
Salem Communications Corp. Senior Sec. Notes 9.63% due 12/15/16*		250,000		258,125
Real Estate Investment Trusts — 0.1%
DuPont Fabros Technology LP Company Guar. Notes 8.50% due 12/15/17*		325,000		329,875
Federal Realty Investors Trust Bonds 5.90% due 04/01/20		65,000		65,319
				395,194

Security Description	Principal Amount(12)		Market Value (Note 2)
Real Estate Management/Services — 0.2%
AMB Property LP Company Guar. Notes 6.63% due 12/01/19	$	140,000	$	143,041
CB Richard Ellis Services, Inc. Company Guar. Notes 11.63% due 06/15/17		525,000		578,812
				721,853
Real Estate Operations & Development — 0.1%
Country Garden Holdings Co. Senior Notes 11.75% due 09/10/14*		300,000		301,875
Recycling — 0.0%
Aleris International, Inc. Company Guar. Notes 9.00% due 12/15/14†(11)(16)(17)		1,625,000		12,350
Rental Auto/Equipment — 0.3%
RSC Equipment Rental, Inc. Notes 9.50% due 12/01/14		175,000		169,312
United Rentals North America, Inc. Company Guar. Notes 7.75% due 11/15/13		1,050,000		979,125
				1,148,437
Research & Development — 0.1%
Alion Science and Technology Corp. Company Guar. Notes 10.25% due 02/01/15		350,000		266,000
Retail - Apparel/Shoe — 0.2%
Limited Brands, Inc. Senior Notes 5.25% due 11/01/14		360,000		349,200
Limited Brands, Inc. Senior Notes 6.95% due 03/01/33		470,000		401,850
Limited Brands, Inc. Company Guar. Notes 8.50% due 06/15/19		210,000		224,963
				976,013
Retail - Arts & Crafts — 0.1%
Michaels Stores, Inc. Company Guar. Notes 11.38% due 11/01/16		350,000		351,750
Retail - Drug Store — 0.2%
CVS Pass - Through Trust Pass Through Certs. 7.51% due 01/10/32*		123,880		134,663
Rite Aid Corp. Senior Sec. Notes 10.25% due 10/15/19		325,000		343,687
Rite Aid Corp. Senior Sec. Notes 10.38% due 07/15/16		350,000		366,625
				844,975
Retail - Major Department Stores — 0.0%
Saks, Inc. Company Guar. Notes 9.88% due 10/01/11		150,000		155,625

93

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Retail - Music Store — 0.0%
MTS, Inc. Senior Notes 10.00% due 03/15/09†(5)(6)(7)(10)(15)(17)	$	15,273	$	305
Retail - Petroleum Products — 0.2%
Ferrellgas LP Senior Notes 6.75% due 05/01/14		400,000		389,875
Inergy LP/Inergy Finance Corp. Company Guar. Notes 8.25% due 03/01/16		250,000		253,125
				643,000
Retail - Regional Department Stores — 0.5%
JC Penney Corp., Inc. Senior Notes 6.38% due 10/15/36		900,000		812,250
Macy’s Retail Holdings, Inc. Company Guar. Notes 5.90% due 12/01/16		360,000		349,200
Macy’s Retail Holdings, Inc. Company Guar. Notes 6.38% due 03/15/37		225,000		198,000
Macy’s Retail Holdings, Inc. Company Guar. Notes 6.65% due 07/15/24		440,000		407,000
Macy’s Retail Holdings, Inc. Company Guar. Notes 6.90% due 04/01/29		215,000		196,187
				1,962,637
Retail - Restaurants — 0.1%
Landry’s Restaurants, Inc. Senior Sec. Notes 11.63% due 12/01/15*		375,000		391,875
Retail - Toy Stores — 0.2%
Toys R Us Property Co. LLC Senior Sec. Notes 8.50% due 12/01/17*		930,000		939,300
Rubber - Tires — 0.2%
The Goodyear Tire & Rubber Co. Senior Notes 10.50% due 05/15/16		600,000		646,500
Rubber/Plastic Products — 0.0%
Venture Holdings Co. LLC Company Guar. Notes 11.00% due 06/01/07†(5)(7)(15)(18)		25,000		0
Satellite Telecom — 0.0%
Intelsat Corp. Senior Notes 9.25% due 06/15/16		45,000		46,575
Savings & Loans/Thrifts — 0.0%
Amsouth Bank NA Sub. Notes 4.85% due 04/01/13		140,000		134,643
Seismic Data Collection — 0.3%
Geokinetics Holdings, Inc. Senior Sec. Notes 9.75% due 12/15/14*		745,000		711,475

Security Description	Principal Amount(12)		Market Value (Note 2)
Seismic Data Collection (continued)
Seitel, Inc. Senior Notes 9.75% due 02/15/14	$	570,000	$	416,100
				1,127,575
Soap & Cleaning Preparation — 0.1%
JohnsonDiversey, Inc. Senior Notes 8.25% due 11/15/19*		250,000		257,500
Special Purpose Entities — 0.7%
Buffalo Thunder Development Authority Senior Notes 9.38% due 12/15/14†*(16)		1,790,000		308,775
Capital One Capital V Company Guar. Notes 10.25% due 08/15/39		725,000		822,326
Capital One Capital VI Company Guar. Notes 8.88% due 05/15/40		328,000		347,980
Chukchansi Economic Development Authority Senior Notes 8.00% due 11/15/13*		715,000		579,150
Fox Acquisition Sub LLC Senior Notes 13.38% due 07/15/16*		375,000		334,688
Local TV Finance LLC Senior Notes 10.00% due 06/15/15*(11)		310,875		177,199
Teco Finance, Inc. Company Guar. Notes 6.57% due 11/01/17		96,000		102,089
Teco Finance, Inc. Company Guar. Notes 7.00% due 05/01/12		136,000		147,693
The Goldman Sachs Capital III Company Guar. Notes 1.03% due 09/01/12(3)(9)		116,000		77,430
				2,897,330
Steel - Producers — 0.6%
AK Steel Corp. Company Guar. Notes 7.75% due 06/15/12		725,000		725,906
Ryerson, Inc. Senior Sec. Notes 12.00% due 11/01/15(2)		450,000		462,375
Steel Dynamics, Inc. Company Guar. Notes 6.75% due 04/01/15		750,000		723,750
Steel Dynamics, Inc. Senior Notes 7.75% due 04/15/16		475,000		476,188
				2,388,219
Steel - Specialty — 0.1%
Allegheny Technologies, Inc. Senior Notes 9.38% due 06/01/19		250,000		293,789
Storage/Warehousing — 0.2%
Mobile Mini, Inc. Company Guar. Notes 9.75% due 08/01/14		645,000		661,125

94

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Telecom Services — 0.5%
Cincinnati Bell Telephone Co. LLC Company Guar. Notes 7.18% due 12/15/23	$	25,000	$	18,375
Cincinnati Bell Telephone Co. LLC Company Guar. Notes 7.20% due 11/29/23		125,000		91,875
Cincinnati Bell Telephone Co., LLC Company Guar. Notes 7.27% due 12/11/23		250,000		183,750
Clearwire Communications LLC/Clearwire Finance, Inc. Senior Sec. Notes 12.00% due 12/01/15*		755,000		738,012
PAETEC Holding Corp Company Guar. Notes 8.88% due 06/30/17		425,000		428,188
SBA Telecommunications, Inc. Company Guar. Notes 8.25% due 08/15/19*		500,000		525,000
				1,985,200
Telephone - Integrated — 1.0%
AT&T, Inc. Senior Notes 5.63% due 06/15/16		120,000		131,829
CenturyTel, Inc. Senior Notes 7.60% due 09/15/39		677,000		690,665
Cincinnati Bell, Inc. Senior Notes 7.25% due 06/15/23		25,000		19,625
Frontier Communications Corp. Senior Notes 8.13% due 10/01/18		625,000		621,875
Level 3 Financing, Inc. Company Guar. Notes 10.00% due 02/01/18*		700,000		642,250
Qwest Communications International, Inc. Company Guar. Notes, Series B 7.50% due 02/15/14		105,000		106,050
Qwest Communications International, Inc. Company Guar. Notes 7.50% due 02/15/14		120,000		121,200
Qwest Communications International, Inc. Company Guar. Notes 8.00% due 10/01/15*		175,000		181,125
Sprint Capital Corp. Company Guar. Notes 6.88% due 11/15/28		975,000		738,562
Sprint Capital Corp. Company Guar. Notes 8.75% due 03/15/32		525,000		463,312
Verizon Pennsylvania, Inc. Senior Notes 8.35% due 12/15/30		164,000		185,490
Verizon Virginia, Inc. Senior Notes 4.63% due 03/15/13		125,000		132,070
Windstream Corp. Bonds 7.88% due 11/01/17		250,000		244,375
				4,278,428

Security Description	Principal Amount(12)		Market Value (Note 2)
Television — 0.3%
Allbritton Communications Co. Senior Sub. Notes 7.75% due 12/15/12	$	545,000	$	540,231
Bonten Media Acquisition Co. Company Guar. Notes 9.75% due 06/01/15*(11)		60,492		21,324
CBS Corp. Company Guar. Notes 7.88% due 07/30/30		282,000		302,798
Paxson Communications Corp. Senior Sec. Notes 0.00% due 01/15/13†*(3)(11)(16)(17)		895,500		10,074
Umbrella Acquisition, Inc. Company Guar. Notes 10.50% due 03/15/15*(11)		575,000		508,875
Young Broadcasting, Inc. Senior Sub. Notes 8.75% due 01/15/14†(16)(17)		230,000		1,610
Young Broadcasting, Inc. Company Guar. Notes 10.00% due 03/01/11†(16)(17)		510,000		3,570
				1,388,482
Theaters — 0.2%
AMC Entertainment, Inc. Senior Notes 8.75% due 06/01/19		400,000		413,000
Marquee Holdings, Inc. Senior Disc. Notes 9.51% due 08/15/14(8)		675,000		568,687
				981,687
Transactional Software — 0.0%
Open Solutions, Inc. Company Guar. Notes 9.75% due 02/01/15*		200,000		168,000
Transport - Air Freight — 0.3%
Atlas Air, Inc. Pass Through Certs. Series 1991-1, Class A-2 6.88% due 01/02/11		105,349		99,028
Atlas Air, Inc. Pass Through Certs. Series 1991-1, Class A-1 7.20% due 01/02/19		407,200		350,192
Atlas Air, Inc. Pass Through Certs. Series 1991-1, Class B 7.63% due 01/02/15		458,387		385,045
Atlas Air, Inc. Pass Through Certs. Series 2000-1, Class A 8.71% due 01/02/19		510,933		475,167
				1,309,432
Transport - Equipment & Leasing — 0.1%
GATX Corp. Notes 4.75% due 10/01/12		199,000		206,840
GATX Corp. Senior Notes 4.75% due 05/15/15		125,000		125,292
				332,132

95

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Transport - Services — 0.1%
Bristow Group, Inc. Senior Notes 7.50% due 09/15/17	$	355,000	$	348,788
PHI, Inc. Company Guar. Notes 7.13% due 04/15/13		200,000		193,000
				541,788
Web Hosting/Design — 0.1%
Equinix, Inc. Senior Notes 8.13% due 03/01/18		575,000		575,000
Wire & Cable Products — 0.1%
Coleman Cable, Inc. Senior Notes 9.00% due 02/15/18*		450,000		445,500
Wireless Equipment — 0.2%
CC Holdings GS V LLC/Crown Castle GS III Corp. Senior Notes 7.75% due 05/01/17*		200,000		216,500
Motorola, Inc. Senior Notes 5.38% due 11/15/12		297,000		315,817
Motorola, Inc. Debentures 6.50% due 09/01/25		168,000		164,332
				696,649
Total U.S. Corporate Bonds & Notes
(cost $161,598,167)				161,272,009
FOREIGN CORPORATE BONDS & NOTES — 7.5%
Banks - Commercial — 0.8%
ANZ National International, Ltd. Company Guar. Notes 2.38% due 12/21/12*		645,000		648,400
ANZ National International, Ltd. Company Guar. Notes 6.20% due 07/19/13*		205,000		225,769
Banco de Credito del Peru Jr. Sub. Notes 9.75% due 11/06/69*(3)		128,000		137,638
Barclays Bank PLC Jr. Sub. Bonds 5.93% due 12/15/16*(3)(9)		260,000		213,200
Groupe BPCE Notes 4.15% due 06/30/10(3)(9)		78,000		51,484
Lloyds Banking Group PLC Jr. Sub. Bonds 5.92% due 10/01/15*(3)(9)		1,275,000		688,500
National Australia Bank, Ltd. Senior Notes 2.50% due 01/08/13*		285,000		286,002
Nordea Bank AB Bonds 8.38% due 03/25/15(3)(9)		120,000		126,300
Nordea Bank AB Senior Notes 2.50% due 11/13/12*		225,000		226,953
Nordea Bank AB Senior Notes 4.88% due 01/27/20*		132,000		131,351

Security Description	Principal Amount(12)		Market Value (Note 2)
Banks - Commercial (continued)
Westpac Banking Corp. Sub. Notes 0.84% due 09/30/10(3)(9)	$	570,000	$	347,700
Westpac Securities NZ, Ltd. Company Guar. Notes 2.63% due 01/28/13*		266,000		267,147
				3,350,444
Banks - Money Center — 0.1%
Bank of Scotland PLC Senior Sub. Notes 0.69% due 05/28/10(3)(9)		310,000		148,800
KBC Internationale Financieringsmaatschappij NV Bank Guar. Notes 8.50% due 02/07/25(2)		130,000		104,000
Lloyds TSB Bank PLC Bank Guar. Notes 4.38% due 01/12/15*		136,000		133,728
Lloyds TSB Bank PLC Bank Guar. Notes 5.80% due 01/13/20*		135,000		130,633
				517,161
Building & Construction Products - Misc. — 0.2%
Desarrolladora Homex SAB de CV Company Guar. Notes 9.50% due 12/11/19*		440,000		448,250
Urbi Desarrollos Urbanos SAB de CV Company Guar. Notes 9.50% due 01/21/20*		330,000		337,425
				785,675
Building - Heavy Construction — 0.1%
Odebrecht Finance, Ltd. Company Guar. Notes 7.00% due 04/21/20*		375,000		378,750
Chemicals - Plastics — 0.2%
Montell Finance Co. BV Company Guar. Notes 8.10% due 03/15/27*		925,000		800,125
Coal — 0.2%
Indo Integrated Energy II BV Company Guar. Notes 9.75% due 11/05/16*		480,000		493,200
PT Adaro Indonesia Company Guar. Notes 7.63% due 10/22/19*		130,000		129,025
				622,225
Computers - Memory Devices — 0.1%
Seagate Technology HDD Holdings Company Guar. Notes 6.80% due 10/01/16		375,000		374,063
Diamonds/Precious Stones — 0.1%
Alrosa Finance SA Company Guar. Notes 8.88% due 11/17/14		330,000		354,090
Diversified Banking Institutions — 0.2%
Credit Agricole SA Jr. Sub. Bonds 6.64% due 05/31/17*(3)(9)		175,000		145,250

96

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
FOREIGN CORPORATE BONDS & NOTES (continued)
Diversified Banking Institutions (continued)
Natixis Sub. Notes 0.50% due 01/15/19(3)	$	100,000	$	87,681
Royal Bank of Scotland Group PLC Bonds 7.64% due 09/29/17(3)(9)		725,000		445,875
				678,806
Diversified Financial Services — 0.1%
TNK - BP Finance SA Company Guar. Notes 7.88% due 03/13/18		320,000		335,200
Diversified Minerals — 0.4%
BHP Billiton Finance USA, Ltd. Company Guar. Notes 6.42% due 03/01/26		270,000		301,440
Rio Tinto Finance USA, Ltd. Company Guar. Notes 5.88% due 07/15/13		177,000		194,657
Teck Resources, Ltd. Senior Sec. Notes 10.25% due 05/15/16		500,000		596,250
Teck Resources, Ltd. Senior Sec. Notes 10.75% due 05/15/19		355,000		436,650
				1,528,997
Electric - Distribution — 0.1%
Majapahit Holding BV Company Guar. Notes 7.75% due 01/20/20*		328,000		340,300
Electric - Integrated — 0.5%
EDF SA Senior Notes 5.60% due 01/27/40*		352,000		340,682
Electricite de France Notes 5.50% due 01/26/14*		251,000		276,113
Enel Finance International SA Company Guar. Notes 3.88% due 10/07/14*		353,000		360,173
Enel Finance International SA Company Guar. Notes 5.13% due 10/07/19*		166,000		166,391
Enel Finance International SA Company Guar. Notes 6.00% due 10/07/39*		484,000		469,005
TransAlta Corp. Senior Notes 4.75% due 01/15/15		224,000		231,924
				1,844,288
Electronic Components - Misc. — 0.0%
Flextronics International, Ltd. Senior Sub. Notes 6.25% due 11/15/14		175,000		174,563
Finance - Other Services — 0.2%
Iberdrola Finance Ireland, Ltd. Company Guar. Notes 5.00% due 09/11/19*		354,000		351,009
Lukoil International Finance BV Company Guar. Notes 7.25% due 11/05/19*		260,000		263,961
				614,970

Security Description	Principal Amount(12)		Market Value (Note 2)
Fisheries — 0.1%
Corp. Pesquera Inca SAC Company Guar. Notes 9.00% due 02/10/17*	$	315,000	$	308,700
Food - Meat Products — 0.2%
BFF International, Ltd. Company Guar. Notes 7.25% due 01/28/20*		405,000		405,474
JBS SA Company Guar. Notes 9.38% due 02/07/11		375,000		389,531
JBS SA Senior Notes 10.50% due 08/04/16*		200,000		221,000
				1,016,005
Gas - Distribution — 0.1%
Grupo Petrotemex SA de CV Senior Notes 9.50% due 08/19/14*		215,000		225,213
Hotel/Motels — 0.0%
Grupo Posadas SAB de CV Company Guar. Notes 9.25% due 01/15/15*		128,000		131,840
Import/Export — 0.2%
Marfrig Overseas, Ltd. Company Guar. Bonds 9.63% due 11/16/16		315,000		326,813
Minerva Overseas II, Ltd. Company Guar. Notes 10.88% due 11/15/19*		530,000		530,738
				857,551
Independent Power Producers — 0.0%
AES Drax Energy, Ltd. Sec. Notes 11.50% due 08/30/10†(7)(16)(19)		175,000		175
Insurance - Multi - line — 0.1%
Aegon NV Sub. Notes 3.92% due 07/15/14(3)(9)		62,000		36,288
XL Capital, Ltd. Senior Notes 5.25% due 09/15/14		219,000		226,431
XL Capital, Ltd. Senior Notes 6.38% due 11/15/24		142,000		138,225
				400,944
Insurance - Reinsurance — 0.0%
Validus Holdings, Ltd. Senior Notes 8.88% due 01/26/40		135,000		136,328
Marine Services — 0.1%
Trico Shipping AS Senior Sec. Notes 11.88% due 11/01/14*		575,000		557,031
Metal - Diversified — 0.1%
Falconbridge, Ltd. Senior Notes 7.35% due 06/05/12		196,000		216,411

97

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
FOREIGN CORPORATE BONDS & NOTES (continued)
Metal - Diversified (continued)
Inco, Ltd. Senior Notes 7.75% due 05/15/12	$	140,000	$	153,529
Noranda, Inc. Notes 6.00% due 10/15/15		156,000		168,350
				538,290
Multimedia — 0.0%
Quebecor Media, Inc. Senior Notes 7.75% due 03/15/16		125,000		125,313
Oil Companies - Exploration & Production — 0.8%
Compton Petroleum Finance Corp. Company Guar. Notes 7.63% due 12/01/13		945,000		760,725
Gaz Capital SA Bonds 8.15% due 04/11/18		390,000		421,239
KazMunaiGaz Finance Sub BV Company Guar. Notes 11.75% due 01/23/15*		250,000		307,500
Nexen, Inc. Senior Notes 5.88% due 03/10/35		193,000		184,134
OPTI Canada, Inc. Senior Sec. Notes 7.88% due 12/15/14		1,505,000		1,324,400
OPTI Canada, Inc. Senior Notes 8.25% due 12/15/14		235,000		209,150
				3,207,148
Oil Companies - Integrated — 0.1%
Petroleum Co. of Trinidad & Tobago, Ltd. Senior Notes 9.75% due 08/14/19*		350,000		397,250
Paper & Related Products — 0.2%
Cascades, Inc. Senior Notes 7.75% due 12/15/17*		300,000		303,000
Cascades, Inc. Company Guar. Notes 7.88% due 01/15/20*		100,000		101,000
PE Paper Escrow GmbH Senior Sec. Notes 12.00% due 08/01/14*		275,000		294,651
				698,651
Pipelines — 0.0%
Kinder Morgan Finance Co. ULC Company Guar. Notes 5.70% due 01/05/16		78,000		75,855
Printing - Commercial — 0.0%
Quebecor World Capital Corp. Escrow Notes 6.50% due 03/15/16†(5)(7)		800,000		0
Real Estate Operations & Development — 0.1%
Agile Property Holdings, Ltd. Senior Notes 10.00% due 11/14/16*		460,000		472,075

Security Description	Principal Amount(12)		Market Value (Note 2)
Satellite Telecom — 0.7%
Intelsat Intermediate Holding Co., Ltd. Company Guar. Bonds 9.50% due 02/01/15(8)	$	1,475,000	$	1,522,937
Intelsat Subsidiary Holding Co., Ltd. Senior Notes 8.88% due 01/15/15*		1,000,000		1,015,000
Intelsat Subsidiary Holding Co., Ltd. Company Guar. Notes 8.88% due 01/15/15		275,000		280,500
				2,818,437
Special Purpose Entities — 0.2%
CCL Finance, Ltd. Company Guar. Notes 9.50% due 08/15/14*		270,000		301,050
Hellas Telecommunications Luxembourg II Sub. Notes 0.00% due 01/15/15†*(3)(16)(17)		560,000		23,800
Kuwait Projects Co. Senior Notes 8.88% due 10/17/16		485,000		485,000
SMFG Preferred Capital, Ltd. Sub. Notes 6.08% due 01/25/17*(3)(9)		121,000		112,409
				922,259
Steel - Producers — 0.4%
Essar Steel Algoma, Inc. Senior Sec. Notes 9.38% due 03/15/15*		750,000		738,750
Evraz Group SA Notes 8.88% due 04/24/13		300,000		309,900
Gerdau Holdings, Inc. Company Guar. Notes 7.00% due 01/20/20*		395,000		398,950
				1,447,600
SupraNational — 0.0%
Asian Development Bank Bonds 5.82% due 06/16/28		112,000		120,396
Telephone - Integrated — 0.5%
British Telecommunications PLC Bonds 9.63% due 12/15/30		170,000		215,767
Telecom Italia Capital SA Company Guar. Notes 4.95% due 09/30/14		423,000		441,559
Telecom Italia Capital SA Company Guar. Bonds 5.25% due 10/01/15		423,000		443,945
Telecom Italia Capital SA Company Guar. Bonds 7.72% due 06/04/38		135,000		149,948
Telefonica Emisiones SAU Company Guar. Notes 5.98% due 06/20/11		125,000		131,978
Telefonos de Mexico SAB de CV Senior Notes 5.50% due 01/27/15		136,000		145,346
Virgin Media Finance PLC Company Guar. Notes 8.38% due 10/15/19		635,000		638,969
				2,167,512

98

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
FOREIGN CORPORATE BONDS & NOTES (continued)
Transport - Marine — 0.1%
BW Group, Ltd. Notes 6.63% due 06/28/17	$	330,000	$	308,550
Teekay Corp. Senior Notes 8.50% due 01/15/20		200,000		203,000
				511,550
Transport - Rail — 0.1%
Canadian Pacific Railway Co. Notes 6.50% due 05/15/18		300,000		329,243
Kansas City Southern de Mexico SA de CV Senior Notes 8.00% due 02/01/18*		275,000		272,340
				601,583
Warehousing & Harbor Transportation Services — 0.1%
DP World, Ltd. Notes 6.85% due 07/02/37		370,000		281,200
Total Foreign Corporate Bonds & Notes
(cost $30,189,135)				30,718,563
FOREIGN GOVERNMENT AGENCIES — 27.3%
Sovereign — 27.3%
Federal Republic of Brazil Bonds 5.63% due 01/07/41		653,000		608,923
Federal Republic of Brazil Notes 5.88% due 01/15/19		650,000		700,375
Federal Republic of Brazil Bonds 6.00% due 01/17/17		840,000		916,440
Federal Republic of Brazil Bonds 7.13% due 01/20/37		1,480,000		1,672,400
Federal Republic of Brazil Notes 8.00% due 01/15/18		1,608,889		1,874,356
Federal Republic of Brazil Bonds 8.25% due 01/20/34		1,300,000		1,625,000
Federal Republic of Brazil Notes 8.75% due 02/04/25		1,450,000		1,870,500
Federal Republic of Brazil Bonds 8.88% due 10/14/19		670,000		862,625
Federal Republic of Brazil Notes 11.00% due 08/17/40		3,040,000		4,081,200
Federal Republic of Brazil Bonds 12.50% due 01/05/22	BRL	1,200,000		783,554
Federal Republic of Germany Bonds 4.25% due 07/04/39	EUR	370,000		538,725
Government of Australia Bonds 6.00% due 02/15/17	AUD	3,880,000		3,610,332
Government of Australia Bonds 6.25% due 06/15/14	AUD	1,800,000		1,688,269

Security Description	Principal Amount(12)		Market Value (Note 2)
Sovereign (continued)
Government of Australia Bonds 6.50% due 05/15/13	AUD	410,000	$	385,539
Government of Canada Notes 3.00% due 06/01/14	CAD	4,135,000		4,035,142
Government of Canada Bonds 3.75% due 06/01/12	CAD	1,713,000		1,711,616
Government of Canada Notes 4.25% due 06/01/18	CAD	2,460,000		2,511,061
Government of Canada Bonds 5.75% due 06/01/29	CAD	940,000		1,098,876
Government of France Bonds 3.75% due 10/25/19	EUR	460,000		645,657
Government of Japan Bonds 1.40% due 12/20/15	JPY	37,200,000		436,792
Government of Japan Bonds 1.70% due 09/20/17	JPY	219,000,000		2,606,856
Government of Japan Bonds 2.10% due 03/20/27	JPY	241,000,000		2,756,799
Government of Netherlands Bonds 3.25% due 07/15/15	EUR	343,000		487,152
Government of Turkey Notes 11.00% due 08/06/14	TRY	1,270,000		839,276
Kingdom of Norway Bonds 5.00% due 05/15/15	NOK	28,310,000		5,220,812
Kingdom of Norway Bonds 6.50% due 05/15/13	NOK	13,250,000		2,498,701
Kingdom of Sweden Bonds 4.25% due 03/12/19	SEK	5,200,000		795,673
Kingdom of Sweden Bonds 5.39% due 08/12/15	SEK	27,335,000		4,215,957
Kingdom of Sweden Bonds 5.50% due 10/08/12	SEK	15,000,000		2,311,874
New South Wales Treasury Corp. Government Guar. Bonds 6.00% due 05/01/12	AUD	1,790,000		1,640,376
Republic of Argentina Notes 2.50% due 12/31/38(13)		1,647,637		528,891
Republic of Argentina Bonds 8.28% due 12/31/33		1,546,791		1,009,281
Republic of Colombia Notes 7.38% due 01/27/17		270,000		309,825
Republic of Colombia Notes 7.38% due 03/18/19		657,000		752,265

99

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
FOREIGN GOVERNMENT AGENCIES (continued)
Sovereign (continued)
Republic of Colombia Bonds 7.38% due 09/18/37	$	1,600,000	$	1,740,000
Republic of Colombia Bonds 8.13% due 05/21/24		250,000		298,125
Republic of El Salvador Bonds 7.38% due 12/01/19*		360,000		378,000
Republic of Georgia Bonds 7.50% due 04/15/13		770,000		791,175
Republic of Indonesia Bonds 5.88% due 03/13/20*		1,470,000		1,519,613
Republic of Indonesia Bonds 6.63% due 02/17/37		2,445,000		2,398,902
Republic of Indonesia Senior Bonds 8.50% due 10/12/35		810,000		974,025
Republic of Indonesia Bonds 11.63% due 03/04/19		1,110,000		1,584,525
Republic of Italy Bonds 4.75% due 02/01/13	EUR	970,000		1,424,946
Republic of Peru Bonds 6.55% due 03/14/37		490,000		514,500
Republic of Peru Notes 7.35% due 07/21/25		729,000		849,285
Republic of Peru Bonds 8.75% due 11/21/33		380,000		495,900
Republic of Philippines Bonds 6.50% due 01/20/20		660,000		705,375
Republic of Philippines Bonds 7.75% due 01/14/31		480,000		532,800
Republic of Philippines Senior Notes 9.50% due 02/02/30		515,000		664,350
Republic of Philippines Notes 10.63% due 03/16/25		795,000		1,097,100
Republic of South Africa Bonds 6.88% due 05/27/19		425,000		468,563
Republic of Turkey Bonds 6.75% due 05/30/40		1,570,000		1,517,091
Republic of Turkey Notes 6.88% due 03/17/36		1,340,000		1,336,650
Republic of Turkey Bonds 7.00% due 09/26/16		465,000		511,500
Republic of Turkey Notes 7.00% due 06/05/20		810,000		879,863

Security Description	Principal Amount(12)		Market Value (Note 2)
Sovereign (continued)
Republic of Turkey Notes 7.38% due 02/05/25	$	1,100,000	$	1,204,500
Republic of Turkey Bonds 7.50% due 11/07/19		1,435,000		1,614,375
Republic of Turkey Notes 8.00% due 02/14/34		467,000		529,461
Republic of Turkey Senior Bonds 11.88% due 01/15/30		1,475,000		2,334,187
Republic of Uruguay Bonds 6.88% due 09/28/25		200,000		207,000
Republic of Uruguay Notes 7.63% due 03/21/36		340,000		363,800
Republic of Venezuela Bonds 5.75% due 02/26/16		910,000		625,625
Republic of Venezuela Bonds 7.65% due 04/21/25		360,000		227,340
Republic of Venezuela Notes 8.50% due 10/08/14		780,000		655,200
Republic of Venezuela Bonds 9.00% due 05/07/23		520,000		364,000
Republic of Venezuela Bonds 9.25% due 09/15/27		3,050,000		2,279,875
Republic of Venezuela Bonds 9.25% due 05/07/28		980,000		686,000
Russian Federation Senior Bonds 7.50% due 03/31/30(13)		8,107,500		9,186,608
Russian Federation Notes 12.75% due 06/24/28		190,000		328,244
State of Qatar Bonds 6.40% due 01/20/40		287,000		289,153
State of Qatar Senior Notes 6.40% due 01/20/40*		370,000		370,000
United Mexican States Notes 5.13% due 01/15/20		940,000		946,580
United Mexican States Notes 5.63% due 01/15/17		1,024,000		1,085,440
United Mexican States Notes 5.88% due 02/17/14		550,000		613,250
United Mexican States Notes 5.95% due 03/19/19		858,000		918,060
United Mexican States Notes 6.05% due 01/11/40		750,000		738,750

100

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
FOREIGN GOVERNMENT AGENCIES (continued)
Sovereign (continued)
United Mexican States Notes 6.75% due 09/27/34	$	2,185,000	$	2,343,412
United Mexican States Bonds 7.50% due 04/08/33		340,000		394,400
United Mexican States Bonds 7.75% due 12/14/17	MXN	39,000,000		3,090,786
United Mexican States Notes 8.13% due 12/30/19		770,000		952,875
United Mexican States Bonds 8.30% due 08/15/31		310,000		387,500
United Mexican States Bonds 10.00% due 12/05/24		MXN 11,000,000		1,010,181
Total Foreign Government Agencies
(cost $106,853,764)				112,060,010
U.S. GOVERNMENT AGENCIES — 10.8%
Federal Home Loan Mtg. Corp. — 5.4%
4.13% due 07/12/10		200,000		202,935
4.50% due 02/01/20		253,780		267,091
4.50% due 08/01/20		94,514		99,472
4.50% due 03/01/23		714,279		745,491
4.50% due 01/01/39		552,974		560,948
5.00% due 09/01/18		332,817		354,527
5.00% due 07/01/20		234,208		249,120
5.00% due 05/01/34		455,699		475,311
5.00% due 02/01/35		67,138		70,027
5.00% due 07/01/35		268,863		280,182
5.00% due 10/01/35		186,792		194,656
5.00% due 11/01/35		673,520		701,874
5.00% due 11/01/37		335,661		349,405
5.00% due 03/01/38		476,469		495,980
5.00% due 03/01/39		1,636,583		1,703,434
5.33% due 12/01/35(3)		270,072		283,353
5.50% due 06/01/22		440,738		471,541
5.50% due 07/01/35		209,930		222,463
5.50% due 05/01/37		508,584		538,361
5.50% due 06/01/37		19,422		20,560
5.50% due 10/01/37		2,785,552		2,948,643
5.50% due 12/01/37		349,171		369,614
5.50% due 01/01/38		461,310		488,417
5.50% due 02/01/38		530,063		561,097
5.79% due 01/01/37(3)		201,155		209,764
5.93% due 10/01/36(3)		1,831,328		1,902,221
6.00% due 01/01/30		17,833		19,369
6.00% due 02/01/32		95,769		103,959
6.00% due 07/01/35		148,019		159,381
6.00% due 05/01/37		17,062		18,282
6.00% due 10/01/37		304,656		326,424
6.00% due 12/01/37		2,654,552		2,844,222
6.13% due 09/01/36(3)		20,224		21,115
6.50% due 07/01/29		2,966		3,252
6.50% due 12/01/35		1,268		1,376
6.50% due 02/01/36		107,826		117,030
6.50% due 11/01/37		368,422		398,487
6.88% due 09/15/10		772,000		800,289
7.00% due 06/01/29		12,864		14,222

Security Description	Principal Amount(12)		Market Value (Note 2)
Federal Home Loan Mtg. Corp. (continued)
Federal Home Loan Mtg. Corp. REMIC Series 3102, Class PG 5.00% due 11/15/28	$	280,000	$	296,633
Series 3317, Class PD 5.00% due 09/15/31		360,000		382,640
Series 3116, Class PD 5.00% due 10/15/34		1,310,000		1,387,197
Series 3349, Class HB 5.50% due 06/15/31		642,000		684,027
				22,344,392
Federal National Mtg. Assoc. — 4.7%
2.13% due 01/25/13		243,000		245,397
4.50% due 06/01/19		233,209		245,914
4.50% due 01/01/39		230,412		233,626
4.75% due 12/15/10		251,000		259,647
5.00% due 03/15/16		163,000		181,298
5.00% due 01/01/23		572,700		604,461
5.00% due 04/01/23		451,622		476,668
5.00% due 10/01/35		773,952		804,962
5.00% due 01/01/37		93,001		96,606
5.00% due 03/01/37		114,174		118,599
5.00% due 05/01/37		22,169		23,028
5.00% due 06/01/37		301,692		313,386
5.00% due 07/01/37		618,230		642,193
5.00% due 09/01/37		749,896		778,962
5.00% due 05/01/38		2,797,845		2,906,291
5.00% due 09/01/39		3,341,207		3,470,380
5.19% due 01/01/37(3)		729,689		751,966
5.50% due 03/01/18		12,994		13,967
5.50% due 11/01/22		165,627		176,711
5.50% due 01/01/29		46,625		49,619
5.50% due 05/01/29		15,222		16,171
5.50% due 06/01/34		241,840		255,749
5.50% due 02/01/36(3)		134,275		139,106
5.50% due 09/01/36		1,562,950		1,648,197
5.50% due 11/01/36		47,357		49,941
5.50% due 04/01/37		396,795		418,353
5.50% due 03/01/38		500,525		527,719
6.00% due 02/01/32		55,055		59,282
6.00% due 10/01/34		4,656		4,997
6.00% due 07/01/37		188,556		200,261
6.00% due 08/01/37		555,862		590,368
6.00% due 10/01/37		514,506		546,444
6.50% due 12/01/31		46,124		50,076
6.50% due 02/01/35		70,787		76,033
6.50% due 07/01/36		204,499		218,887
6.50% due 11/01/37		1,141,279		1,219,793
8.50% due 08/01/31		7,967		9,210
Federal National Mtg. Assoc. REMIC Series 2005-12, Class BE 5.00% due 11/25/30		735,000		779,748
				19,204,016
Government National Mtg. Assoc. — 0.7%
6.00% due 08/15/39		2,714,226		2,898,588
Total U.S. Government Agencies
(cost $42,739,817)				44,446,996

101

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

Security Description	Principal Amount/ Shares(12)		Market Value (Note 2)
U.S. GOVERNMENT TREASURIES — 2.7%
United States Treasury Bonds — 0.6%
4.38% due 02/15/38	$	204,000	$	199,920
4.38% due 11/15/39		248,000		241,723
4.50% due 05/15/38		503,000		502,921
4.50% due 08/15/39		1,112,000		1,106,961
5.25% due 11/15/28		127,000		141,129
8.13% due 08/15/19		117,000		160,135
				2,352,789
United States Treasury Notes — 2.1%
0.88% due 05/31/11		1,000,000		1,005,859
2.00% due 11/30/13		328,000		331,536
2.25% due 05/31/14		1,486,000		1,504,575
2.38% due 09/30/14		112,000		113,356
2.75% due 02/28/13		105,000		109,421
2.75% due 11/30/16		5,000		4,932
2.75% due 02/15/19		860,000		811,289
3.25% due 05/31/16		2,000,000		2,052,656
3.38% due 07/31/13		449,000		476,677
3.38% due 11/15/19		246,000		241,714
3.50% due 02/15/18		234,000		238,004
3.63% due 12/31/12		400,000		426,875
3.63% due 08/15/19		52,000		52,260
3.88% due 05/15/18		57,000		59,231
4.00% due 02/15/15		500,000		541,719
4.25% due 08/15/15		90,000		98,325
4.50% due 11/15/15		536,000		592,992
4.63% due 11/15/16		130,000		143,762
				8,805,183
Total U.S. Government Treasuries
(cost $11,068,813)				11,157,972
COMMON STOCK — 0.1%
Energy - Alternate Sources — 0.0%
VeraSun Energy Corp.†(5)(7)		50,000		0
Food - Misc. — 0.0%
Wornick Co.†(5)(6)(7)		1,722		65,849
Gambling (Non - Hotel) — 0.0%
Shreveport Gaming Holdings, Inc.†(5)(6)(7)		1,280		17,273
Gas - Distribution — 0.0%
MXEnergy Holdings, Inc.†(5)(7)		52,368		44,487
Medical - Outpatient/Home Medical — 0.0%
Critical Care Systems International, Inc.†(5)(6)(7)		5,372		0
Oil Companies - Exploration & Production — 0.1%
Energy Partners, Ltd.†		35,089		353,346
Paper & Related Products — 0.0%
Caraustar Industries, Inc.†(5)(7)		43		95,630
Printing - Commercial — 0.0%
World Color Press, Inc.†		463		5,093
Retail - Music Store — 0.0%
MTS, Inc.†(5)(6)(7)		3,863		0
Total Common Stock
(cost $682,723)				581,678
PREFERRED STOCK — 0.2%
Banks - Commercial — 0.1%
CoBank ACB 11.00%*		5,396		291,890
Banks - Super Regional — 0.0%
Wachovia Capital Trust IX 6.38%		4,350		99,528

Security Description	Principal Amount/ Shares(12)			Market Value (Note 2)
Diversified Financial Services — 0.0%
General Electric Capital Corp. 4.50%(8)		6,436		$	160,578
Finance - Mortgage Loan/Banker — 0.0%
Countrywide Capital V 7.00%		7,555			163,566
Federal Home Loan Mtg. Corp. 0.00%(3)		5,100			5,814
					169,380
Special Purpose Entity — 0.1%
Structured Repackaged Asset-Backed Trust Securities 3.00%(3)		9,200			190,532
Total Preferred Stock
(cost $999,631)					911,908
WARRANTS — 0.0%
Oil Companies - Exploration & Production — 0.0%
Transmeridian Exploration, Inc. Expires 12/15/10 (Strike price $4.31)†(5)		6,905			0
Printing - Commercial — 0.0%
World Color Press, Inc. Expires 07/20/14 (Strike price $13.00)†		262			1,378
World Color Press, Inc. Expires 07/20/14 (Strike price $16.30)†		262			996
					2,374
Total Warrants
(cost $18,990)					2,374
Total Long-Term Investment Securities
(cost $363,908,496)					370,477,145
REPURCHASE AGREEMENT — 7.7%
Agreement with State Street Bank & Trust Co., bearing interest at 0.01%, dated 02/26/10, to be repurchased 03/01/10 in the amount of $31,386,026 and collateralized by $32,345,000 of United States Treasury Bills, bearing interest at 0.17% due 06/17/10 and having an approximate value of $32,332,062 (cost $31,386,000)	$	31,386,000			31,386,000
TOTAL INVESTMENTS
(cost $395,294,496)(14)		97.9	%		401,863,145
Other assets less liabilities		2.1			8,743,275
NET ASSETS —		100.0	%	$	410,606,420

* Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. The Fund has no right to demand registration of these securities. At February 28, 2010, the aggregate value of these securities was $61,122,606 representing 14.9% of net assets. Unless otherwise indicated these securities are not considered to be illiquid.

† Non-income producing security

(1) Commercial Mortgage Backed Security

(2) Variable Rate Security — the rate reflected is as of February 28, 2010, maturity date reflects the stated maturity date.

(3) Floating rate security where the rate fluctuates. The rate moves up or down at each reset date. The rate reflected is as of February 28, 2010.

(4) Collateralized Mortgage Obligation

(5) Fair valued security. Securities are classified as Level 3 based on the securities valuation inputs; see Note 2.

102

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — February 28, 2010 (Unaudited) — (continued)

(6) Denotes a restricted security that: (a) cannot be offered for public sale without first being registered, or being able to take advantage of an exemption from registration, under the Securities Act of 1933, as amended (the “1933 Act”); (b) is subject to a contractual restriction on public sales; or (c) is otherwise subject to a restriction on sales by operation of applicable law. Restricted securities are valued pursuant to Note 2. Certain restricted securities held by the Fund may not be sold except in exempt transactions or in a public offering registered under the 1933 Act. The Fund has no right to demand registration of these securities. The risk of investing in certain restricted securities is greater than the risk of investing in the securities of widely held, publicly traded companies. To the extent applicable, lack of a secondary market and resale restrictions may result in the inability of a Fund to sell a security at a fair price and may substantially delay the sale of the security. In addition, certain restricted securities may exhibit greater price volatility than securities for which secondary markets exist. As of February 28, 2010, the Strategic Bond Fund held the following restricted securities:

Name	Acquisition Date	Principal Amount/ Shares		Acquisition Cost		Market Value		Market Value Per Share		Value as a % of Net Assets
Critical Care Systems International, Inc. Common Stock	06/17/04		635	$	0
	11/09/04		4,737		0
			5,372		0	$	0	$	0.00	0.00	%
ICO North America, Inc. Senior Sec. Notes 7.50% due 08/15/09	08/11/05	$	125,000		125,000
	02/15/08		5,000		5,000
	09/11/08		5,000		5,000
	02/15/09		5,000		5,000
			140,000		140,000		88,200		63.00	0.02
MTS, Inc. Senior Notes 10.00% due 03/15/09	03/16/04		12,337		44,410
	09/03/04		681		681
	03/19/05		715		143
	09/04/05		751		195
	03/04/06		789		205
			15,273		45,634		305		2.00	0.00
MTS, Inc. Common Stock	03/16/04		3,863		0		0		0.00	0.00
Shreveport Gaming Holdings, Inc. Common Stock	07/21/05		257		5,885
	07/29/05		1,023		23,552
			1,280		29,437		17,273		13.49	0.01
Wornick Co. Common Stock	08/08/08		1,722		225,265		65,849		38.24	0.01
						$	171,627			0.04	%

(7) Illiquid security. At February 28, 2010, the aggregate value of these securities was $927,053 representing 0.2% of net assets.

(8) “Step-up” security where the rate increases (“steps-up”) at a predetermined rate. Rate shown reflects the increased rate.

(9) Perpetual maturity — maturity date reflects the next call date.

(10) PIK (“Payment-in-Kind”) security. Bond or preferred stock that pays interest/dividends in the form of additional bonds or preferred stocks.

(11) Income may be received in cash or additional bonds at the discretion of the issuer.

(12) Denominated in United States dollars unless otherwise indicated.

(13) “Step-up” security where the rate increases (“steps-up”) at a predetermined rate. Rate shown reflects the stated rate.

(14) See Note 5 for cost of investments on a tax basis.

(15) Bond is in default and did not pay principal at maturity.

(16) Bond in default

(17) Company has filed Chapter 11 bankruptcy protection.

(18) Company has filed Chapter 7 bankruptcy protection.

(19) Company has filed bankruptcy in country of issuance.

REMIC—Real Estate Mortgage Investment Conduit

Currency Legend

AUD—Australian Dollar

BRL—Brazilian Real

CAD—Canadian Dollar

EUR—Euro Dollar

JPY—Japanese Yen

MXN—Mexican Peso

NOK—Norwegian Krone

SEK—Swedish Krona

TRY—Turkish Lira

The following is a summary of the inputs used to value the Fund’s net assets as of February 28, 2010 (see Note 2):

	Level 1 — Unadjusted Quoted Prices		Level 2 — Other Observable Inputs		Level 3 — Significant Unobservable Inputs		Total
Long-Term Investment Securities:
Asset Backed Securities	$	—	$	9,237,435	$	—	$	9,237,435
Convertible Bonds & Notes		—		—		88,200		88,200
U.S. Corporate Bonds & Notes		—		157,801,819		3,470,190		161,272,009
Foreign Corporate Bonds & Notes		—		30,718,563		0		30,718,563
Foreign Government Agencies		—		112,060,010		—		112,060,010
U.S. Government Agencies		—		44,446,996		—		44,446,996
U.S. Government Treasuries		—		11,157,972		—		11,157,972
Common Stock		358,439		—		223,239		581,678
Preferred Stock		620,018		291,890		—		911,908
Warrants		2,374		—		0		2,374
Repurchase Agreements		—		31,386,000		—		31,386,000
Total	$	980,831	$	397,100,685	$	3,781,629	$	401,863,145

The following is a reconciliation of Level 3 assets which significant unobservable inputs were used to determine fair value:

	Convertible Bonds & Notes		U.S. Corporate Bonds & Notes			Foreign Corporate Bonds & Notes		Common Stock			Warrants
Balance as of 8/31/2009	$	49,000	$	3,125,234		$	—	$	177,128		$	0
Accrued discounts/premiums		—		4,401			—		—			—
Realized gain (loss)		—		215,446			—		—			—
Change in unrealized appreciation (depreciation)		39,200		188,742			—		(65,867	)		—
Net purchases (sales)		—		(129,314	)		0		111,978			—
Transfers in and/or out of Level 3		—		65,681			—		—			—
Balance as of 2/28/2010	$	88,200	$	3,470,190		$	0	$	223,239		$	0

See Notes to Financial Statements

103

VALIC Company II

STATEMENT OF ASSETS AND LIABILITIES — February 28, 2010 (Unaudited)

	AGGRESSIVE GROWTH LIFESTYLE FUND			CAPITAL APPRECIATION FUND			CONSERVATIVE GROWTH LIFESTYLE FUND			CORE BOND FUND			HIGH YIELD BOND FUND			INTERNATIONAL SMALL CAP EQUITY
ASSETS:
Long-term investment securities, at market value (unaffiliated)*	$	–		$	42,645,702		$	–		$	188,514,545		$	219,967,443		$	561,941,896
Long-term investment securities, at market value (affiliated)*		109,861,939			–			70,139,005			–			–			–
Short-term investment securities, at market value (unaffiliated)*		–			418,000			–			–			–			11,265,000
Short-term investment securities, at market value (affiliated)*		–			–			–			–			–			–
Repurchase agreements (cost approximates market value)		–			–			–			437,000			5,643,000			–
Total Investments		109,861,939			43,063,702			70,139,005			188,951,545			225,610,443			573,206,896
Cash		81,984			826			69,331			446,274			163			311
Foreign cash*		–			–			–			–			–			2,299,598
Receivable for:
Trust shares sold		230,774			8,275			64,949			193,098			131,779			332,215
Dividends and interest		–			82,337			–			1,978,569			4,788,164			669,954
Investments sold		–			533,334			–			1,095,011			1,634,036			9,882,586
Prepaid expenses and other assets		4,501			7,863			4,092			8,568			8,035			15,874
Due from investment adviser for expense reimbursements/fee waivers		6,025			7,940			5,087			18,798			20,216			94,478
Variation margin on futures contracts		–			–			–			–			–			–
TOTAL ASSETS		110,185,223			43,704,277			70,282,464			192,691,863			232,192,836			586,501,912
LIABILITIES:
Payable for:
Trust shares reacquired		2,132			53,219			57,457			6,538			7,071			12,135
Investments purchased		228,642			–			7,492			2,360,322			4,186,433			7,931,723
Investment advisory and management fees		8,189			17,954			5,272			71,563			109,783			361,114
Shareholder services fee		–			8,161			–			35,781			43,346			110,451
Administrative service fee		–			2,285			–			10,019			12,137			30,926
Transfer agent fees and expenses		440			796			494			819			811			746
Trustees’ fees and expenses		66,179			80,483			55,660			150,968			125,657			353,908
Other accrued expenses		30,725			41,997			36,220			59,660			27,958			78,152
Accrued foreign tax on capital gains		–			–			–			–			–			24,821
Variation margin on futures contracts		–			–			–			–			–			–
TOTAL LIABILITIES		336,307			204,895			162,595			2,695,670			4,513,196			8,903,976
NET ASSETS	$	109,848,916		$	43,499,382		$	70,119,869		$	189,996,193		$	227,679,640		$	577,597,936
NET ASSETS REPRESENTED BY:
Trust shares at par value of $0.01 per share	$	148,458		$	51,190		$	70,104		$	190,070		$	327,403		$	518,116
Additional paid-in capital		133,749,359			65,136,538			71,601,079			191,475,847			263,001,088			786,979,437
Accumulated undistributed net investment income (loss)		3,250,220			44,357			2,733,451			3,590,523			8,309,623			(1,188,770	)
Accumulated undistributed net realized gain (loss) on investments, futures contracts, securities sold short, foreign exchange transactions and capital gain distributions received from underlying funds		(41,842,655	)		(25,292,225	)		(11,779,415	)		(7,431,787	)		(42,750,240	)		(234,465,216	)
Unrealized appreciation (depreciation) on investments		14,543,534			3,559,522			7,494,650			2,171,540			(1,208,234	)		25,797,681
Unrealized appreciation (depreciation) on futures contracts and options contracts		–			–			–			–			–			–
Unrealized foreign exchange gain (loss) on other assets and liabilities		–			–			–			–			–			(18,491	)
Accrued capital gains tax on unrealized appreciation (depreciation)		–			–			–			–			–			(24,821	)
NET ASSETS	$	109,848,916		$	43,499,382		$	70,119,869		$	189,996,193		$	227,679,640		$	577,597,936
SHARES OF BENEFICIAL INTEREST:
Authorized (Par value $0.01 per share)		1,000,000,000			1,000,000,000			1,000,000,000			1,000,000,000			1,000,000,000			1,000,000,000
Outstanding		14,845,805			5,118,973			7,010,414			19,006,976			32,740,321			51,811,599
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE	$	7.40		$	8.50		$	10.00		$	10.00		$	6.95		$	11.15
*   Cost
Long-term investment securities (unaffiliated)	$	–		$	39,086,180		$	–		$	186,343,005		$	221,175,677		$	536,144,215
Long-term investment securities (affiliated)	$	95,318,405		$	–		$	62,644,355		$	–		$	–		$	–
Short-term investment securities (unaffiliated)	$	–		$	418,000		$	–		$	–		$	–		$	11,265,000
Short-term investment securities (affiliated)	$	–		$	–		$	–		$	–		$	–		$	–
Foreign cash	$	–		$	–		$	–		$	–		$	–		$	2,313,817

See Notes to Financial Statements

104

VALIC Company II

STATEMENT OF ASSETS AND LIABILITIES — February 28, 2010 (Unaudited) — (continued)

	LARGE CAP VALUE FUND			MID CAP GROWTH FUND			MID CAP VALUE FUND			MODERATE GROWTH LIFESTYLE FUND			MONEY MARKET II FUND
ASSETS:
Long-term investment securities, at market value (unaffiliated)*	$	156,968,684		$	175,116,461		$	516,968,127		$	–		$	–
Long-term investment securities, at market value (affiliated)*		–			–			–			168,530,830			–
Short-term investment securities, at market value (unaffiliated)*		1,566,389			–			5,074,000			–			189,742,317
Short-term investment securities, at market value (affiliated)*		–			–			–			–			–
Repurchase agreements (cost approximates market value)		–			8,128,000			3,367,000			–			30,466,000
Total Investments		158,535,073			183,244,461			525,409,127			168,530,830			220,208,317
Cash		2,158			2,241			3,333			83,156			437
Foreign cash*		–			2			12,528			–			–
Receivable for:
Trust shares sold		142,181			110,020			291,302			258,826			163,014
Dividends and interest		289,279			68,349			586,835			–			136,664
Investments sold		17,102,666			1,099,303			6,362,340			–			–
Prepaid expenses and other assets		11,329			26,197			33,559			5,635			10,982
Due from investment adviser for expense reimbursements/fee waivers		11,350			40,162			21,448			7,262			37,671
Variation margin on futures contracts		–			–			–			–			–
TOTAL ASSETS		176,094,036			184,590,735			532,720,472			168,885,709			220,557,085
LIABILITIES:
Payable for:
Trust shares reacquired		36,119			3,866			63,049			221,275			480,330
Investments purchased		17,659,659			–			5,362,188			37,550			–
Investment advisory and management fees		59,185			101,561			282,403			12,649			42,287
Shareholder services fee		29,592			34,217			98,558			–			42,288
Administrative service fee		8,286			9,581			27,596			–			11,840
Transfer agent fees and expenses		736			708			2,598			440			337
Trustees’ fees and expenses		204,396			98,649			399,803			109,282			214,067
Other accrued expenses		69,146			50,323			92,761			34,230			95,217
Accrued foreign tax on capital gains		–			–			–			–			–
Variation margin on futures contracts		–			–			–			–			–
TOTAL LIABILITIES		18,067,119			298,905			6,328,956			415,426			886,366
NET ASSETS	$	158,026,917		$	184,291,830		$	526,391,516		$	168,470,283		$	219,670,719
NET ASSETS REPRESENTED BY:
Trust shares at par value of $0.01 per share	$	162,120		$	277,018		$	375,873		$	157,761		$	2,202,360
Additional paid-in capital		271,747,798			214,444,202			618,947,343			178,199,708			218,030,956
Accumulated undistributed net investment income (loss)		906,069			(394,530	)		713,780			5,886,990			26,499
Accumulated undistributed net realized gain (loss) on investments, futures contracts, securities sold short, foreign exchange transactions and capital gain distributions received from underlying funds		(122,712,929	)		(60,417,184	)		(143,050,826	)		(38,669,404	)		(589,096	)
Unrealized appreciation (depreciation) on investments		7,923,859			30,382,341			49,404,474			22,895,228			–
Unrealized appreciation (depreciation) on futures contracts and options contracts		–			–			–			–			–
Unrealized foreign exchange gain (loss) on other assets and liabilities		–			(17	)		872			–			–
Accrued capital gains tax in unrealized appreciation (depreciation)		–			–			–			–			–
NET ASSETS	$	158,026,917		$	184,291,830		$	526,391,516		$	168,470,283		$	219,670,719
SHARES OF BENEFICIAL INTEREST:
Authorized (Par value $0.01 per share)		1,000,000,000			1,000,000,000			1,000,000,000			1,000,000,000			1,000,000,000
Outstanding		16,212,031			27,701,758			37,587,290			15,776,097			220,236,031
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE	$	9.75		$	6.65		$	14.00		$	10.68		$	1.00
*   Cost
Long-term investment securities (unaffiliated)	$	149,044,825		$	144,734,120		$	467,563,652		$	–		$	–
Long-term investment securities (affiliated)	$	–		$	–		$	–		$	145,635,602		$	–
Short-term investment securities (unaffiliated)	$	1,566,389		$	–		$	5,074,000		$	–		$	189,742,317
Short-term investment securities (affiliated)	$	–		$	–		$	–		$	–		$	–
Foreign cash	$	–		$	2		$	12,301		$	–		$	–

See Notes to Financial Statements

105

VALIC Company II

STATEMENT OF ASSETS AND LIABILITIES — February 28, 2010 (Unaudited) — (continued)

	SMALL CAP GROWTH FUND			SMALL CAP VALUE FUND			SOCIALLY RESPONSIBLE FUND			STRATEGIC BOND FUND
ASSETS:
Long-term investment securities, at market value (unaffiliated)*	$	47,432,799		$	372,312,770		$	694,817,920		$	370,477,145
Long-term investment securities, at market value (affiliated)*		–			–			–			–
Short-term investment securities, at market value (unaffiliated)*		611,000			3,640,000			2,999,451			–
Short-term investment securities, at market value (affiliated)*		–			–			–			–
Repurchase agreements (cost approximates market value)		–			13,836,000			18,053,000			31,386,000
Total Investments		48,043,799			389,788,770			715,870,371			401,863,145
Cash		104			138,405			174			1,752,597
Foreign cash*		–			–			–			866,034
Receivable for:
Trust shares sold		32,064			374,964			400,481			204,322
Dividends and interest		2,232			268,752			1,121,975			6,331,373
Investments sold		178,033			3,288,905			–			8,579,569
Prepaid expenses and other assets		8,642			12,893			133,918			9,831
Due from investment adviser for expense reimbursements/fee waivers		8,175			28,383			31,472			13,465
Variation margin on futures contracts		–			–			21,560			–
TOTAL ASSETS		48,273,049			393,901,072			717,579,951			419,620,336
LIABILITIES:
Payable for:
Trust shares reacquired		851			22,537			17,198			37,014
Investments purchased		50,418			9,870,803			–			8,433,286
Investment advisory and management fees		30,688			192,045			135,314			171,434
Shareholder services fee		9,026			72,388			135,314			78,045
Administrative service fee		2,527			20,269			37,888			21,853
Transfer agent fees and expenses		829			699			827			1,397
Trustee’s fees and expenses		64,320			166,679			420,226			198,308
Other accrued expenses		40,301			39,175			103,842			72,579
Accrued foreign tax capital gains		–			–			–			–
Variation margin on futures contracts		–			8,960			–			–
TOTAL LIABILITIES		198,960			10,393,555			850,609			9,013,916
NET ASSETS	$	48,074,089		$	383,507,517		$	716,729,342		$	410,606,420
NET ASSETS REPRESENTED BY:
Trust shares at par value of $0.01 per share	$	46,702		$	356,104		$	737,126		$	390,897
Additional paid-in capital		55,211,750			422,812,285			955,657,331			422,483,552
Accumulated undistributed net investment income (loss)		(286,590	)		1,480,311			4,236,504			9,929,803
Accumulated undistributed net realized gain (loss) on investments, futures contracts, securities sold short, foreign exchange transactions and capital gain distributions received from underlying funds		(10,892,513	)		(49,938,883	)		(292,272,347	)		(28,759,364	)
Unrealized appreciation (depreciation) on investments		3,994,740			8,722,897			48,430,265			6,568,649
Unrealized appreciation (depreciation) on futures contracts and options contracts		–			74,803			(59,537	)		–
Unrealized foreign exchange gain (loss) on other assets and liabilities		–			–			–			(7,117	)
Accrued capital gains tax on unrealized appreciation (depreciation)		–			–			–			–
NET ASSETS	$	48,074,089		$	383,507,517		$	716,729,342		$	410,606,420
SHARES OF BENEFICIAL INTEREST:
Authorized (Par value $0.01 per share)		1,000,000,000			1,000,000,000			1,000,000,000			1,000,000,000
Outstanding		4,670,230			35,610,353			73,712,632			39,089,699
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE	$	10.29		$	10.77		$	9.72		$	10.50
*   Cost
Long-term investment securities (unaffiliated)	$	43,438,059		$	363,589,873		$	646,387,562		$	363,908,496
Long-term investment securities (affiliated)	$	–		$	–		$	–		$	–
Short-term investment securities (unaffiliated)	$	611,000		$	3,640,000		$	2,999,544		$	–
Short-term investment securities (affiliated)	$	–		$	–		$	–		$	–
Foreign cash	$	–		$	–		$	–		$	867,437

See Notes to Financial Statements

106

VALIC Company II

STATEMENT OF OPERATIONS — February 28, 2010 (Unaudited)

	AGGRESSIVE GROWTH LIFESTYLE FUND			CAPITAL APPRECIATION FUND			CONSERVATIVE GROWTH LIFESTYLE FUND			CORE BOND FUND			HIGH YIELD BOND FUND
INVESTMENT INCOME:
Dividends (unaffiliated)	$	–		$	308,968		$	–		$	43,871		$	8,069
Dividends (affiliated)		3,366,462			–			2,822,881			–			–
Interest (unaffiliated)		–			18			–			4,443,318			10,218,754
Total investment income*		3,366,462			308,986			2,822,881			4,487,189			10,226,823
EXPENSES:
Investment advisory and management fees		51,193			119,277			31,536			431,197			675,184
Administrative service fee		–			15,181			–			60,368			74,433
Shareholder services fee		–			54,217			–			215,599			265,830
Transfer agent fees and expenses		887			1,419			887			1,419			1,419
Registration fees		–			–			–			–			–
Custodian and accounting fees		13,500			9,011			14,088			18,763			25,133
Reports to shareholders		6,279			5,317			4,417			4,802			26,937
Audit and tax fees		9,441			9,207			5,696			15,642			13,763
Legal fees		12,239			10,426			11,006			13,988			19,099
Trustees’ fees and expenses		2,710			2,348			1,324			2,981			3,372
Interest expense		–			506			–			–			–
Other expenses		6,876			8,922			6,810			7,419			7,402
Total expenses before fee waivers, expense reimbursements, and fees paid indirectly		103,125			235,831			75,764			772,178			1,112,572
Fees waived and expenses reimbursed by investment advisor (Note 3)		(51,933	)		(51,494	)		(44,229	)		(108,135	)		(70,878	)
Fees paid indirectly (Note 7)		–			–			–			–			–
Net expenses		51,192			184,337			31,535			664,043			1,041,694
Net investment income (loss)		3,315,270			124,649			2,791,346			3,823,146			9,185,129
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES:
Net realized gain (loss) on investments (unaffiliated)		–			1,136,553			–			2,573,567			4,541,093
Net realized gain (loss) on investments (affiliated)		2,686,932			–			1,514,624			–			–
Net realized gain (loss) from capital gain distributions from underlying funds (affiliated)		321,851			–			68,261			–			–
Net realized gain (loss) on futures contracts		–			–			–			–			–
Net realized foreign exchange gain (loss) on other assets and liabilities		–			–			–			–			–
Net realized gain (loss) on investments and foreign currencies		3,008,783			1,136,553			1,582,885			2,573,567			4,541,093
Change in unrealized appreciation (depreciation) on investments (unaffiliated)		–			4,602,919			–			3,047,387			9,491,812
Change in unrealized appreciation (depreciation) on investments (affiliated)		1,131,182			–			(52,068	)		–			–
Change in unrealized appreciation (depreciation) on futures contracts		–			–			–			–			–
Change in unrealized foreign exchange gain (loss) on other assets and liabilities		–			–			–			–			–
Change in accrued capital gains tax on unrealized appreciation (depreciation)		–			–			–			–			–
Net unrealized gain (loss) on investments and foreign currencies		1,131,182			4,602,919			(52,068	)		3,047,387			9,491,812
Net realized and unrealized gain (loss) on investments and foreign currencies		4,139,965			5,739,472			1,530,817			5,620,954			14,032,905
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	7,455,235		$	5,864,121		$	4,322,163		$	9,444,100		$	23,218,034
*   Net of foreign withholding taxes on interest and dividends of	$	–		$	–		$	–		$	(1,021	)	$	(1,173	)

See Notes to Financial Statements

107

VALIC Company II

STATEMENT OF OPERATIONS — February 28, 2010 (Unaudited) — (continued)

	INTERNATIONAL SMALL CAP EQUITY			LARGE CAP VALUE FUND			MID CAP GROWTH FUND			MID CAP VALUE FUND			MODERATE GROWTH LIFESTYLE FUND			MONEY MARKET II FUND
INVESTMENT INCOME:
Dividends (unaffiliated)	$	3,563,366		$	1,715,820		$	452,070		$	4,168,625		$	–		$	–
Dividends (affiliated)		–			–			–			–			6,075,348			–
Interest (unaffiliated)		1,702			85			290			360			–			525,210
Total investment income*		3,565,068			1,715,905			452,360			4,168,985			6,075,348			525,210
EXPENSES:
Investment advisory and management fees		2,393,634			391,652			643,864			1,816,232			78,062			288,628
Administrative service fee		205,104			54,831			60,667			177,461			–			80,816
Shareholder services fee		732,514			195,826			216,669			633,789			–			288,628
Transfer agent fees and expenses		1,242			1,242			1,242			3,723			887			532
Registration fees		167			288			–			1,173			–			197
Custodian and accounting fees		59,684			8,505			5,214			40,783			14,615			–
Reports to shareholders		33,256			4,038			16,415			41,498			10,122			8,553
Audit and tax fees		9,968			9,964			9,942			10,029			9,441			9,651
Legal fees		31,925			17,457			14,391			24,695			13,648			17,946
Trustees’ fees and expenses		21,313			8,268			11,238			23,720			2,893			4,252
Interest expense		1,143			–			–			–			–			–
Other expenses		15,574			9,232			9,975			14,736			6,950			13,775
Total expenses before fee waivers, expense reimbursements, and fees paid indirectly		3,505,524			701,303			989,617			2,787,839			136,618			712,978
Fees waived and expenses reimbursed by investment advisor (Note 3)		(575,468	)		(66,827	)		(252,944	)		(125,925	)		(58,557	)		(199,424	)
Fees paid indirectly (Note 7)		–			(2,873	)		(13,601	)		(30,642	)		–			–
Net expenses		2,930,056			631,603			723,072			2,631,272			78,061			513,554
Net investment income (loss)		635,012			1,084,302			(270,712	)		1,537,713			5,997,287			11,656
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES:
Net realized gain (loss) on investments (unaffiliated)		69,400,085			9,162,124			8,933,575			17,650,904			–			22,367
Net realized gain (loss) on investments (affiliated)		–			–			–			–			4,984,749			–
Net realized gain (loss) from capital gain distributions from underlying funds (affiliated)		–			–			–			–			323,632			–
Net realized gain (loss) on futures contracts		–			–			–			–			–			–
Net realized foreign exchange gain (loss) on other assets and liabilities		(1,290,207	)		–			1,456			(9,474	)		–			–
Net realized gain (loss) on investments and foreign currencies		68,109,878			9,162,124			8,935,031			17,641,430			5,308,381			22,367
Change in unrealized appreciation (depreciation) on investments (unaffiliated)		(50,212,455	)		(1,253,834	)		15,292,639			35,075,889			–			–
Change in unrealized appreciation (depreciation) on investments (affiliated)		–			–			–			–			(133,344	)		–
Change in unrealized appreciation (depreciation) on futures contracts		–			–			–			–			–			–
Change in unrealized foreign exchange gain (loss) on other assets and liabilities		36,636			–			(181	)		(1,157	)		–			–
Change in accrued capital gains tax on unrealized appreciation (depreciation)		(24,821	)		–			–			–			–			–
Net unrealized gain (loss) on investments and foreign currencies		(50,200,640	)		(1,253,834	)		15,292,458			35,074,732			(133,344	)		–
Net realized and unrealized gain (loss) on investments and foreign currencies		17,909,238			7,908,290			24,227,489			52,716,162			5,175,037			22,367
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	18,544,250		$	8,992,592		$	23,956,777		$	54,253,875		$	11,172,324		$	34,023
*   Net of foreign withholding taxes on interest and dividends of	$	190,294		$	–		$	–		$	5,663		$	–		$	–

See Notes to Financial Statements

108

VALIC Company II

STATEMENT OF OPERATIONS — February 28, 2010 (Unaudited) — (continued)

	SMALL CAP GROWTH FUND			SMALL CAP VALUE FUND			SOCIALLY RESPONSIBLE FUND			STRATEGIC BOND FUND
INVESTMENT INCOME:
Dividends (unaffiliated)	$	54,421		$	3,367,646		$	6,500,947		$	32,813
Dividends (affiliated)		–			–			–			–
Interest (unaffiliated)		49			14,890			10,433			12,750,306
Total investment income*		54,470			3,382,536			6,511,380			12,783,119
EXPENSES:
Investment advisory and management fees		200,442			1,220,492			869,470			1,067,423
Administrative service fee		16,507			128,767			243,452			135,554
Shareholder services fee		58,954			459,884			869,470			484,123
Transfer agent fees and expenses		1,419			1,242			1,242			2,304
Registration fees		–			590			183			63
Custodian and accounting fees		13,821			35,566			21,861			30,480
Reports to shareholders		–			16,732			42,533			18,974
Audit and tax fees		11,765			9,944			9,964			13,763
Legal fees		9,574			20,610			41,392			20,656
Trustees’ fees and expenses		1,283			9,086			38,451			12,046
Interest expense		–			–			–			–
Other expenses		8,523			14,517			14,964			7,774
Total expenses before fee waivers, expense reimbursements, and fees paid indirectly		322,288			1,917,430			2,152,982			1,793,160
Fees waived and expenses reimbursed by investment advisor (Note 3)		(48,743	)		(169,872	)		(205,368	)		(69,685	)
Fees paid indirectly (Note 7)		(3,423	)		(4,351	)		–			–
Net expenses		270,122			1,743,207			1,947,614			1,723,475
Net investment income (loss)		(215,652	)		1,639,329			4,563,766			11,059,644
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES:
Net realized gain (loss) on investments (unaffiliated)		1,529,161			(6,221,268	)		19,060,377			9,505,181
Net realized gain (loss) on investments (affiliated)		–			–			–			–
Net realized gain (loss) from capital gain distributions from underlying funds (affiliated)		–			–			–			–
Net realized gain (loss) on futures contracts		–			1,581,138			5,905,821			–
Net realized foreign exchange gain (loss) on other assets and liabilities		–			–			–			64,990
Net realized gain (loss) on investments and foreign currencies		1,529,161			(4,640,130	)		24,966,198			9,570,171
Change in unrealized appreciation (depreciation) on investments (unaffiliated)		3,317,053			38,998,249			42,841,008			5,495,537
Change in unrealized appreciation (depreciation) on investments (affiliated)		–			–			–			–
Change in unrealized appreciation (depreciation) on futures contracts		–			(715,186	)		(3,156,300	)		–
Change in unrealized foreign exchange gain (loss) on other assets and liabilities		–			–			–			(54,953	)
Change in accrued capital gains tax on unrealized appreciation (depreciation)		–			–			–			–
Net unrealized gain (loss) on investments and foreign currencies		3,317,053			38,283,063			39,684,708			5,440,584
Net realized and unrealized gain (loss) on investments and foreign currencies		4,846,214			33,642,933			64,650,906			15,010,755
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	4,630,562		$	35,282,262		$	69,214,672		$	26,070,399
*   Net of foreign withholding taxes on interest and dividends of	$	–		$	281		$	735		$	1,818

See Notes to Financial Statements

109

VALIC Company II

STATEMENTS OF CHANGES IN NET ASSETS

	AGGRESSIVE GROWTH LIFESTYLE FUND						CAPITAL APPRECIATION FUND						CONSERVATIVE GROWTH LIFESTYLE FUND						CORE BOND FUND
	For the Six Months Ended February 28, 2010 (Unaudited)			For the Year Ended August 31, 2009			For the Six Months Ended February 28, 2010 (Unaudited)			For the Year Ended August 31, 2009			For the Six Months Ended February 28, 2010 (Unaudited)			For the Year Ended August 31, 2009			For the Six Months Ended February 28, 2010 (Unaudited)			For the Year Ended August 31, 2009
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income (loss)	$	3,315,270		$	1,626,204		$	124,649		$	443,377		$	2,791,346		$	1,939,547		$	3,823,146		$	8,701,792
Net realized gain (loss) on investments and foreign currencies		3,008,783			(28,254,881	)		1,136,553			(16,022,420	)		1,582,885			(11,567,742	)		2,573,567			(6,920,989	)
Net unrealized gain (loss) on investments and foreign currencies		1,131,182			18,732,132			4,602,919			(10,135,724	)		(52,068	)		8,830,618			3,047,387			6,557,132
Net increase (decrease) in net assets resulting from operations		7,455,235			(7,896,545	)		5,864,121			(25,714,767	)		4,322,163			(797,577	)		9,444,100			8,337,935
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		(1,628,806	)		(1,922,321	)		(458,586	)		(56,733	)		(1,939,732	)		(1,434,347	)		(8,876,771	)		(11,242,372	)
Net realized gain on securities		–			(16,646,026	)		–			–			–			(936,600	)		–			–
Total distributions to shareholders		(1,628,806	)		(18,568,347	)		(458,586	)		(56,733	)		(1,939,732	)		(2,370,947	)		(8,876,771	)		(11,242,372	)
Net increase (decrease) in net assets resulting from capital share transactions (Note 6)		10,326,678			28,696,809			(10,416,056	)		(15,492,949	)		10,078,858			2,382,030			29,457,662			(46,176,230	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		16,153,107			2,231,917			(5,010,521	)		(41,264,449	)		12,461,289			(786,494	)		30,024,991			(49,080,667	)
NET ASSETS:
Beginning of period		93,695,809			91,463,892			48,509,903			89,774,352			57,658,580			58,445,074			159,971,202			209,051,869
End of period†	$	109,848,916		$	93,695,809		$	43,499,382		$	48,509,903		$	70,119,869		$	57,658,580		$	189,996,193		$	159,971,202
†Includes accumulated undistributed net investment income (loss) of	$	3,250,220		$	1,563,756		$	44,357		$	378,294		$	2,733,451		$	1,881,837		$	3,590,523		$	8,644,148

See Notes to Financial Statements

110

VALIC Company II

STATEMENTS OF CHANGES IN NET ASSETS — (continued)

	HIGH YIELD BOND FUND						INTERNATIONAL SMALL CAP EQUITY FUND						LARGE CAP VALUE FUND						MID CAP GROWTH FUND
	For the Six Months Ended February 28, 2010 (Unaudited)			For the Year Ended August 31, 2009			For the Six Months Ended February 28, 2010 (Unaudited)			For the Year Ended August 31, 2009			For the Six Months Ended February 28, 2010 (Unaudited)			For the Year Ended August 31, 2009			For the Six Months Ended February 28, 2010 (Unaudited)			For the Year Ended August 31, 2009
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income (loss)	$	9,185,129		$	18,036,157		$	635,012		$	8,347,935		$	1,084,302		$	2,786,979		$	(270,712	)	$	(328,925	)
Net realized gain (loss) on investments and foreign currencies		4,541,093			(41,463,781	)		68,109,878			(238,697,487	)		9,162,124			(93,421,179	)		8,935,031			(55,323,978	)
Net unrealized gain (loss) on investments and foreign currencies		9,491,812			10,085,121			(50,200,640	)		121,474,799			(1,253,834	)		20,093,536			15,292,458			8,449,095
Net increase (decrease) in net assets resulting from operations		23,218,034			(13,342,503	)		18,544,250			(108,874,753	)		8,992,592			(70,540,664	)		23,956,777			(47,203,808	)
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		(18,592,117	)		(16,902,354	)		(8,411,268	)		(7,222,320	)		(2,822,618	)		(5,298,743	)		–			–
Net realized gain on securities		–			–			–			(37,148,329	)		–			–			–			(869,715	)
Total distributions to shareholders		(18,592,117	)		(16,902,354	)		(8,411,268	)		(44,370,649	)		(2,822,618	)		(5,298,743	)		–			(869,715	)
Net increase (decrease) in net assets resulting from capital share transactions (Note 6)		31,807,714			14,778,758			4,739,622			89,619,614			(5,853,866	)		(75,085,149	)		1,494,015			(7,285,965	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		36,433,631			(15,466,099	)		14,872,604			(63,625,788	)		316,108			(150,924,556	)		25,450,792			(55,359,488	)
NET ASSETS:
Beginning of period		191,246,009			206,712,108			562,725,332			626,351,120			157,710,809			308,635,365			158,841,038			214,200,526
End of period†	$	227,679,640		$	191,246,009		$	577,597,936		$	562,725,332		$	158,026,917		$	157,710,809		$	184,291,830		$	158,841,038
†Includes accumulated undistributed net investment income (loss) of	$	8,309,623		$	17,716,611		$	(1,188,770	)	$	6,587,486		$	906,069		$	2,644,385		$	(394,530	)	$	(123,818	)

See Notes to Financial Statements

111

VALIC Company II

STATEMENTS OF CHANGES IN NET ASSETS — (continued)

	MID CAP VALUE FUND						MODERATE GROWTH LIFESTYLE FUND						MONEY MARKET II FUND						SMALL CAP GROWTH FUND
	For the Six Months Ended February 28, 2010 (Unaudited)			For the Year Ended August 31, 2009			For the Six Months Ended February 28, 2010 (Unaudited)			For the Year Ended August 31, 2009			For the Six Months Ended February 28, 2010 (Unaudited)			For the Year Ended August 31, 2009			For the Six Months Ended February 28, 2010 (Unaudited)			For the Year Ended August 31, 2009
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income (loss)	$	1,537,713		$	4,985,357		$	5,997,287		$	3,392,468		$	11,656		$	2,812,658		$	(215,652	)	$	(303,461	)
Net realized gain (loss) on investments and foreign currencies		17,641,430			(133,818,351	)		5,308,381			(39,633,255	)		22,367			122,315			1,529,161			(10,731,731	)
Net unrealized gain (loss) on investments and foreign currencies		35,074,732			31,672,785			(133,344	)		28,745,258			–			–			3,317,053			3,158,863
Net increase (decrease) in net assets resulting from operations		54,253,875			(97,160,209	)		11,172,324			(7,495,529	)		34,023			2,934,973			4,630,562			(7,876,329	)
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		(5,491,988	)		(2,455,687	)		(3,392,906	)		(3,304,776	)		(11,656	)		(2,812,871	)		–			–
Net realized gain on securities		–			(10,286,997	)		–			(3,892,788	)		–			–			–			(493,157	)
Total distributions to shareholders		(5,491,988	)		(12,742,684	)		(3,392,906	)		(7,197,564	)		(11,656	)		(2,812,871	)		–			(493,157	)
Net increase (decrease) in net assets resulting from capital share transactions (Note 6)		(827,610	)		(29,789,926	)		18,904,538			10,774,203			(33,593,490	)		(76,092,412	)		1,133,623			2,618,493
TOTAL INCREASE (DECREASE) IN NET ASSETS		47,934,277			(139,692,819	)		26,683,956			(3,918,890	)		(33,571,123	)		(75,970,310	)		5,764,185			(5,750,993	)
NET ASSETS:
Beginning of period		478,457,239			618,150,058			141,786,327			145,705,217			253,241,842			329,212,152			42,309,904			48,060,897
End of period†	$	526,391,516		$	478,457,239		$	168,470,283		$	141,786,327		$	219,670,719		$	253,241,842		$	48,074,089		$	42,309,904
†Includes accumulated undistributed net investment income (loss) of	$	713,780		$	4,668,055		$	5,886,990		$	3,282,609		$	26,499		$	26,499		$	(286,590	)	$	(70,938	)

See Notes to Financial Statements

112

VALIC Company II

STATEMENTS OF CHANGES IN NET ASSETS — (continued)

	SMALL CAP VALUE FUND						SOCIALLY RESPONSIBLE FUND						STRATEGIC BOND FUND
	For the Six Months Ended February 28, 2010 (Unaudited)			For the Year Ended August 31, 2009			For the Six Months Ended February 28, 2010 (Unaudited)			For the Year Ended August 31, 2009			For the Six Months Ended February 28, 2010 (Unaudited)			For the Year Ended August 31, 2009
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income (loss)	$	1,639,329		$	3,675,071		$	4,563,766		$	10,999,413		$	11,059,644		$	20,218,947
Net realized gain (loss) on investments and foreign currencies		(4,640,130	)		(43,503,747	)		24,966,198			(232,648,466	)		9,570,171			(35,974,202	)
Net unrealized gain (loss) on investments and foreign currencies		38,283,063			(6,787,341	)		39,684,708			40,630,250			5,440,584			16,463,585
Net Increase (decrease) in net assets resulting from operations		35,282,262			(46,616,017	)		69,214,672			(181,018,803	)		26,070,399			708,330
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		(3,699,201	)		(2,764,873	)		(11,153,884	)		(14,145,313	)		(19,122,627	)		(24,084,315	)
Net realized gain on securities		–			(14,835,780	)		–			(2,733,593	)		–			–
Total distributions to shareholders		(3,699,201	)		(17,600,653	)		(11,153,884	)		(16,878,906	)		(19,122,627	)		(24,084,315	)
Net increase (decrease) in net assets resulting from capital share transactions (Note 6)		6,373,052			103,411,217			2,536,370			(58,962,191	)		52,160,826			19,978,350
TOTAL INCREASE (DECREASE) IN NET ASSETS		37,956,113			39,194,547			60,597,158			(256,859,900	)		59,108,598			(3,397,635	)
NET ASSETS:
Beginning of period		345,551,404			306,356,857			656,132,184			912,992,084			351,497,822			354,895,457
End of period†	$	383,507,517		$	345,551,404		$	716,729,342		$	656,132,184		$	410,606,420		$	351,497,822
† Includes accumulated undistributed net investment income (loss) of	$	1,480,311		$	3,540,183		$	4,236,504		$	10,826,622		$	9,929,803		$	17,992,786

See Notes to Financial Statements

113

VALIC Company II

NOTES TO FINANCIAL STATEMENTS (Unaudited)

Note 1 — Organization

VALIC Company II, formerly known as AIG Retirement Company II, (the “Series” or “VC II”) was organized as a Delaware business trust on May 6, 1998, by The Variable Annuity Life Insurance Company (“VALIC” or the “Adviser”). VALIC, the investment adviser to VC II, is an indirect wholly-owned subsidiary of American International Group, Inc. (“AIG”). VC II is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, management investment company. VC II consists of 15 separate mutual funds (collectively the “Funds” or each a “Fund”), each of which issues its own class of shares of beneficial interest:

Aggressive Growth Lifestyle Fund*	Mid Cap Value Fund
Capital Appreciation Fund	Moderate Growth Lifestyle Fund*
Conservative Growth Lifestyle Fund*	Money Market II Fund
Core Bond Fund	Small Cap Growth Fund
High Yield Bond Fund	Small Cap Value Fund
International Small Cap Equity Fund	Socially Responsible Fund
Large Cap Value Fund	Strategic Bond Fund
Mid Cap Growth Fund

* The Lifestyle Funds represent “Fund of Funds” which invest in either the VALIC Company I (“VC I”) or VC II Mutual Funds.

Each Fund is diversified with the exception of Aggressive Growth Lifestyle Fund, Conservative Growth Lifestyle Fund and Moderate Growth Lifestyle Fund, which are non-diversified as defined by the 1940 Act.

Indemnifications. Under VC II’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, VC II enters into contracts that contain the obligation to indemnify others. The Funds maximum exposure under these arrangements is unknown. Currently, however, VC II expects the risk of loss to be remote.

Note 2 — Significant Accounting Policies

The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates and those differences could be significant. The following is a summary of the significant accounting policies followed by the Funds in the preparation of their financial statements:

A. Security Valuation

Stocks are generally valued based upon closing sales prices reported on recognized securities exchanges. Stocks listed on the NASDAQ are valued using the NASDAQ Official Closing Price (“NOCP”). Generally, the NOCP will be the last sale price unless the reported trade for the stock is outside the range of the bid/ask price. In such cases, the NOCP will be normalized to the nearer of the bid or ask price. For listed securities having no sales reported and for unlisted securities, such securities will be valued based upon the last reported bid price.

As of the close of regular trading on the New York Stock Exchange, securities traded primarily on security exchanges outside the United States are valued at the last sale price on such exchanges on the day of valuation, or if there is no sale on the day of valuation, at the last-reported bid price. If a security’s price is available from more than one exchange, the Fund uses the exchange that is the primary market for the security. However, depending on the foreign market, closing prices may be up to 15 hours old when they are used to price the Fund’s shares, and the Fund may determine that certain closing prices do not reflect the fair value of securities. This determination will be based on review of a number of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U. S. markets that represent foreign securities and baskets of foreign securities. If the Fund determines that closing prices do not reflect the fair value of the securities, the Fund will adjust the previous closing prices in accordance with pricing procedures approved by the Board to reflect what it believes to be the fair value of the securities as of the close of regular trading on the New York Stock Exchange. The Fund may also fair value securities in other situations, for example, when a particular foreign market is closed but the Fund is open. For foreign equity securities, the Fund uses an outside pricing service to provide it with closing market prices and information used for adjusting those prices.

Non-convertible bonds and debentures, other long-term debt securities, and short term debt securities with maturities in excess of 60 days, are valued at bid prices obtained for the day of valuation from a bond pricing service, when such prices are available. The pricing services may use valuation models or matrix pricing which considers information with respect to comparable bond and note transactions, quotations from bond dealers, or by reference to other securities that are considered comparable in such characteristics as rating, interest rate, and maturity date, option adjusted spreads models, prepayments projections, interest rate spreads, and yield curves to determine current value. If a vendor quote is unavailable the securities may be priced at the mean of two independent quotes obtained from brokers.

Short-term securities with 60 days or less to maturity are amortized to maturity based on their cost to the Fund if acquired within 60 days of maturity or, if already held by the Fund on the 60th day, are amortized to maturity based on the value determined on the 61st day.

Futures contracts and options traded on national securities exchanges are valued as of the close of the exchange upon which they trade. Forward contracts are valued at the 4:00 p.m. eastern time forward rate. Other securities are valued on the basis of last sale or bid price (if a last sale price is not available) in what is, in the opinion of the Adviser, the broadest and most representative market, that may be either a securities exchange or the over-the-counter market. Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.

Senior Secured Floating Rate Loans (“Loans”) for which an active secondary market exists to a reliable degree, will be valued at the mean of the last available bid and ask prices in the market for such Loans, as provided by a third party pricing service.

114

VALIC Company II

NOTES TO FINANCIAL STATEMENTS (Unaudited) — (continued)

For the Money Market II Fund, securities are valued at amortized cost, which approximates market value. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of any discount or premium. In accordance with rule 2a-7 under the 1940 Act, VC II’s Board of Trustees (the “Board” or the “Trustees”) has adopted procedures intended to stabilize the Money Market II Fund’s net asset value per share at $1.00. These procedures include the determination, at such intervals as the Board deems appropriate and reasonable in light of current market conditions, of the extent, if any, to which the Money Market II Fund’s market-based net asset value per share deviates from the Fund’s amortized cost per share. The calculation of such deviation is referred to as “shadow pricing.” For purposes of these market-based valuations, securities for which market quotations are not readily available are fair valued, as determined pursuant to procedures adopted in good faith by the Board.

Securities for which market quotations are not readily available or if a development/significant event occurs that may significantly impact the value of the security, then these securities are valued, as determined pursuant to procedures adopted in good faith by the Board. There is no single standard for making fair value determinations, which may result in prices that vary from those of other funds.

The various inputs that may be used to determine the value of the Funds’ investments are summarized into three broad levels listed below:

Level 1 — Unadjusted quoted prices in active markets for identical securities

Level 2 — Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, referenced indices, quoted prices in inactive markets, adjusted quoted prices in active markets, etc.)

Level 3 — Significant unobservable inputs (includes inputs that reflect the Funds’ own assumptions about the assumptions market participants would use in pricing the security, developed based on the best information available under the circumstances)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The summary of the inputs used to value the Funds’ net assets as of February 28, 2010 are reported on a schedule following the Portfolio of Investments.

B. Derivative Instruments

The following tables present the value of derivatives held as of February 28, 2010, by their primary underlying risk exposure and respective location on the Statement of Assets and Liabilities and the effect of derivatives on the Statement of Operations for the six month period ending February 28, 2010:

	Small Cap Value Fund
	Asset Derivatives 2010			Liability Derivatives 2010
Derivative Contracts(1)	Statements of Assets and Liabilities Location	Fair Value		Statements of Assets and Liabilities Location	Fair Value
Equity contracts(2)	Variation margin on futures contracts	$	—	Variation margin on futures contracts	$	8,960

Derivative Contracts(1)	Location of Gain (Loss) on Derivatives Recognized in Statement of Operations	Realized Gain (Loss) on Derivatives Recognized in Statement of Operations		Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Statement of Operations
Equity contracts(2)	Net realized gain (loss) on futures contracts/Change in unrealized appreciation (depreciation) on futures contracts	$	1,581,138	$(715,186)

(1) The Fund’s derivative contracts held during the six months ended February 28, 2010, are not accounted for as hedging instruments under accounting principles generally accepted in the United States of America.

(2) The average notional par amount outstanding for equity futures contracts was $15,183.

115

VALIC Company II

NOTES TO FINANCIAL STATEMENTS (Unaudited) — (continued)

	Socially Responsible Fund
	Asset Derivatives 2010			Liability Derivatives 2010
Derivative Contracts(1)	Statements of Assets and Liabilities Location	Fair Value		Statements of Assets and Liabilities Location	Fair Value
Equity contracts(2)	Variation margin on futures contracts	$	21,560	Variation margin on futures contracts	$	—

Derivative Contracts(1)	Location of Gain (Loss) on Derivatives Recognized in Statement of Operations	Realized Gain (Loss) on Derivatives Recognized in Statement of Operations		Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Statement of Operations
Equity contracts(2)	Net realized gain (loss) on futures contracts/Change in unrealized appreciation (depreciation) on futures contracts	$	5,905,821	$	(3,156,300	)

(1) The Fund’s derivative contracts held during the six months ended February 28, 2010, are not accounted for as hedging instruments under accounting principles generally accepted in the United States of America.

(2) The average notional par amount outstanding for equity futures contracts was $23,333.

Forward Foreign Currency Contracts. Certain Funds may enter into forward foreign currency contracts (“forward contracts”) for various purposes, including to facilitate settlement of foreign currency denominated Fund transactions, to attempt to protect securities and related receivables and payables against changes in future foreign exchange rates or to enhance return. As of February 28, 2010, none of the Funds had open forward contracts.

A forward contract is an agreement between two parties to buy or sell currency at a set price on a future date. The market value of the contract will fluctuate with changes in currency exchange rates. The contract is marked-to-market daily using the forward rate and the change in market value is recorded by the Fund as unrealized gain or loss on the Statement of Assets and Liabilities. On the settlement date, the Fund records either realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

Risks to the Funds of entering into forward contracts include credit risk and market risk. Credit risk arises upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts. If the counterparty defaults, the Fund’s loss will generally consist of the net amount of contractual payments that the Fund has not yet received though the Fund’s maximum risk due to counterparty credit risk could extend to the notional amount of the contract. Market risk is the risk that the value of the forward contract will depreciate due to unfavorable changes in the exchange rates. These contracts may involve market risk in excess of the unrealized gain or loss reflected on the Statement of Assets and Liabilities. Currency transactions are also subject to risks different from those of other Fund transactions. Because currency control is of great importance to the issuing governments and influences economic planning and policy, purchases and sales of currency and related instruments can be adversely affected by government exchange controls, limitations or restrictions on repatriation of currency, and manipulations or exchange restrictions imposed by governments.

Futures Contracts. Certain of the Funds may enter into futures contracts for various purposes, including to increase or decrease exposure to equity or bond markets, or to hedge against changes in interest rates, prices of stocks, bonds or other instruments, or currency rates, or to enhance income or total return. As of February 28, 2010, the following Funds had open futures contracts: Small Cap Value Fund and Socially Responsible Fund, which are reported on a schedule following each Fund’s Portfolio of Investments.

A futures contract is an agreement between two parties to buy and sell a financial instrument at a set price on a future date. Upon entering into a futures transaction, a Fund will be required to segregate an initial margin payment of cash or other liquid securities with the Futures Commission Merchant (the “broker”). Common futures contracts include interest rate futures, single stock futures, stock index futures and currency futures. An interest rate futures contract is a contract to buy or sell specified debt securities at a future time for a fixed price. A single stock futures contract is a contract to buy a single stock at a future time for a fixed price. A stock index futures contract is similar in economic effect to a single stock futures contract, except that rather than being based on a specific security it is based on a specified index of stocks and not the stocks themselves. A currency futures contract is a contract to buy or sell a specific foreign currency at a future time for a fixed price.

A Fund’s participation in the futures markets involves certain risks, including imperfect correlation between movements in the price of futures contracts and movements in the price of the securities hedged or used for cover. Pursuant to a contract, the Funds agree to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as “variation margin” and are recorded by the Funds as unrealized appreciation or depreciation on the Statement of Assets and Liabilities. When a contract is closed, the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Futures contracts are generally conducted through regulated exchanges, which minimize counterparty credit risks.

The primary risk to the Funds of entering into futures contracts is market risk. Market risk is the risk that there will be an unfavorable change in the interest rate, value or currency rate of the underlying security(ies). Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed on the Statement of Assets and Liabilities.

116

VALIC Company II

NOTES TO FINANCIAL STATEMENTS (Unaudited) — (continued)

C. Structured Securities

Certain of the Funds may invest in structured securities for various purposes, including managing exposure to fluctuations in currency exchange rates, interest rates, commodity prices, indices or other financial indicators or for speculation. As of February 28, 2010, the Core Bond Fund held one structured security.

Structured securities include notes, bonds or debentures that provide for the payment of principal of, and/or interest in, amounts determined by reference to changes in the value of specific currencies, interest rates, commodities, indices or other financial indicators (the “Reference”) or the relative change in two or more References. The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference. The terms of structured securities may provide that under certain circumstances no principal is due at maturity and, therefore, may result in the loss of a Fund’s entire investment in the structured security. Structured securities may be positively or negatively indexed, so that appreciation of the Reference may produce an increase or decrease in the interest rate or value of the security at maturity. In addition, the change in interest rate or the value of the security at maturity may be a multiple of the change in the value of the Reference (i.e. leveraged structured securities). Consequently, leveraged structured securities entail a greater degree of market risk than other types of debt obligations. Structured securities may also be more volatile, less liquid and more difficult to accurately price than less complex fixed income investments (i.e. investment grade corporate bonds).

The risks of investing in a particular structured security will depend on the terms of the investment; however, structured securities generally will expose the Fund to credit risk, illiquidity risk and market risk. Credit risk arises from the potential inability of counterparties to meet the terms of their contract. Structured securities are typically sold in private placement transactions with no active trading market. Market risk is the risk that there will be an unfavorable change in the Reference. Investments in structured securities may be more volatile than their underlying instruments; however, generally any loss is limited to the amount of the original investment.

D. Repurchase Agreements

The Funds may transfer uninvested cash balances into a single joint account, the daily aggregate balance of which is invested in one or more repurchase agreements collateralized by U.S. Treasury or federal agency obligations. For repurchase agreements and joint repurchase agreements, the Funds’ custodian takes possession of the collateral pledged for investments in such repurchase agreements. The underlying collateral is valued daily on a mark-to-market basis, plus accrued interest, to ensure that the value, at the time the agreement is entered into, is equal to at least 102% of the repurchase price, including accrued interest. In the event of default of the obligation to repurchase, a Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

As of February 28, 2010, the following funds held an undivided interest in the joint repurchase agreement with State Street Bank & Trust Co.:

Fund	Percentage Ownership		Principal Amount
Small Cap Value	4.93	%	$	11,241,000
Socially Responsible	7.91	%		18,053,000

As of such date, the repurchase agreement in that joint account and the collateral therefore were as follows:

State Street Bank & Trust Co. Repurchase Agreement, dated February 26, 2010, bearing interest at a rate of 0.01% per annum, with a principal amount of $228,117,000, a repurchase price of $228,117,190, and maturity date of March 1, 2010. The repurchase agreement is collateralized by the following:

Type of Collateral	Interest Rate		Maturity Date	Principal Amount		Market Value
U.S. Treasury Bill	0.10	%	05/06/10	$	212,715,000	$	212,672,457
U.S. Treasury Bill	0.11	%	06/03/10		20,015,000		20,008,996

As of February 28, 2010, the following funds held an undivided interest in the joint repurchase agreement with UBS Securities, LLC:

Fund	Percentage Ownership		Principal Amount
Money Market II Fund	8.70	%	$	30,466,000

As of such date, the repurchase agreement in that joint account and the collateral therefore were as follows:

UBS Securities, LLC, dated February 26, 2010, bearing interest at a rate of 0.09% per annum, with a principal amount of $350,000,000, a repurchase price of $350,002,625 and maturity date of March 1, 2010. The repurchase agreement is collateralized by the following:

Type of Collateral	Interest Rate		Maturity Date	Principal Amount		Market Value
U.S. Treasury Inflation Index Notes	3.00	%	07/15/12	$	273,563,300	$	357,000,107

E. Foreign Currency Translation

The books and records of VC II are maintained in U.S. dollars. Assets and liabilities denominated in foreign currencies and commitments under forward foreign currency contracts are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation.

117

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NOTES TO FINANCIAL STATEMENTS (Unaudited) — (continued)

VC II does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the changes in the market prices of securities held at the end of the period. Similarly, VC II does not isolate the effect of changes in foreign exchange rates from the changes in the market prices of portfolio securities sold during the period.

Realized foreign exchange gains and losses on other assets and liabilities and change in unrealized foreign exchange gains and losses on other assets and liabilities located in the Statement of Operations include realized foreign exchange gains and losses from currency gains or losses between the trade and the settlement dates of securities transactions, the difference between the amounts of interest, dividends and foreign withholding taxes recorded on VC II’s books and the U.S. dollar equivalent amounts actually received or paid and changes in the unrealized foreign exchange gains and losses relating to the other assets and liabilities arising as a result of changes in the exchange rate.

F. Securities Transactions, Investment Income, Expenses, Dividends and Distributions to Shareholders

Security transactions are recorded on a trade date basis. Realized gains and losses on securities sold are determined on the basis of identified cost. Dividend income and capital gain distributions received are recorded on the ex-dividend date except for certain dividends from foreign securities, which are recorded as soon as VC II is informed after the ex-dividend date. Interest income is accrued daily except when collection is not expected. For financial statement purposes, VC II amortizes all premiums and accretes all discounts on fixed income securities. Funds which earn foreign income and capital gains may be subject to foreign withholding taxes and capital gains taxes at various rates. Under applicable foreign law, a withholding of tax may be imposed on interest, dividends and capital gains at various rates. India, Thailand and certain other countries tax regulations require that taxes be paid on capital gains realized by the Fund.

Common expenses incurred by VC II are allocated among the Funds based upon relative net assets or other appropriate allocation methods. In all other respects, expenses are charged to each Fund as incurred on a specific identification basis. For the Lifestyle Funds, the expenses included in the accompanying financial statements reflect the expenses of the Lifestyle Funds and do not include any expenses associated with the underlying Funds.

Dividends from net investment income, if any, are normally declared and paid annually, except for the Money Market II Fund, which declares daily and pays monthly. Distributions from net realized capital gains, if any, are normally declared and paid annually.

The Funds record dividends and distributions to their shareholders on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized gains are determined and presented in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles. These “book/ tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts at fiscal year end based on their federal tax-basis treatment; temporary differences do not require reclassification. Net investment income (loss), net realized gain (loss) and net assets are not affected by these reclassifications.

Each Fund intends to comply with the requirements of the Internal Revenue Code, as amended, applicable to regulated investment companies and distribute all of its taxable income, including any net realized gain on investments, to its shareholders. Therefore, no federal tax provision is required. Each Fund is considered a separate entity for tax purposes. With few exceptions, the Funds are no longer subject to U.S. federal and state tax examinations by tax authorities for returns ending before 2006.

Note 3 — Advisory Fees and Other Transactions with Affiliates

VALIC, serves as investment adviser to VC II. Certain officers and trustees of VC II are officers and directors of VALIC or affiliates of VALIC. VALIC receives from VC II a monthly fee based on each Fund’s average daily net asset value at the following annual rates:

Aggressive Growth Lifestyle Fund	0.10%
Capital Appreciation Fund	0.55%
Conservative Growth Lifestyle Fund	0.10%
Core Bond Fund	0.50% on the first $200 million
	0.45% on the next $300 million
	0.40% on assets over $500 million
High Yield Bond Fund	0.65% on the first $150 million
	0.60% on the next $350 million
	0.55% on assets over $500 million
International Small Cap Equity Fund*	0.90% on the first $100 million
	0.80% on the next $650 million
	0.75% on assets over $750 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

118

VALIC Company II

NOTES TO FINANCIAL STATEMENTS (Unaudited) — (continued)

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% on the assets 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 the 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

* Prior to December 14, 2009, the management fee for International Small Cap Equity Fund was 0.90% on the first $100 million and 0.80% on assets over $100 million.

** Prior to December 1, 2009, the management fee for Socially Responsible Fund was 0.25%.

VALIC entered into sub-advisory agreements with the following:

Bridgeway Capital Management, Inc.—subadviser for the Capital Appreciation Fund.

FAF Advisors, Inc.—subadviser for a portion of the Mid Cap Value Fund.

Invesco Advisers, Inc.⁽²⁾—subadviser for the Mid Cap Growth Fund and a portion of International Small Cap Equity Fund.

J.P. Morgan Investment Management, Inc.—subadviser for the Small Cap Growth Fund and a portion of the Small Cap Value Fund.

Metropolitan West Capital Management, LLC ⁽¹⁾(“MetWest Capital”)—subadviser for a portion of the Small Cap Value Fund.

PineBridge Investments, LLC^{(2 )}(“PineBridge”)†—subadviser for the Strategic Bond Fund, Core Bond Fund, Aggressive, Moderate and Conservative Growth Lifestyle Funds and a portion of the International Small Cap Equity Fund.

SSgA Funds Management, Inc.—subadviser for the Large Cap Value Fund.

SunAmerica Asset Management Corp.⁽¹⁾⁽³⁾ (“SunAmerica”)—subadviser for the Money Market II Fund, Socially Responsible Fund, and a portion of the Small Cap Value Fund.

Wellington Management Co. LLP—subadviser for the High Yield Bond Fund and a portion of the Mid Cap Value Fund.

† Formerly known as AIG Global Investment Corp.

(1) Effective February 8, 2010, MetWest Capital and SunAmerica became sub-advisers for the Small Cap Value Fund, each managing a portion of the assets of the Fund. JP Morgan Investment Advisors Inc. continues to manage a portion of the assets of the Small Cap Value Fund.

(2) Effective December 14, 2009, Invesco Aim Capital Management, Inc. became a sub-adviser for a portion of International Small Cap Equity Fund, managing a portion of the assets of the Fund. PineBridge continues to manage a portion of the assets of the International Small Cap Equity Fund.

(3) Effective December 1, 2009, SunAmerica replaced PineBridge as sub-adviser for a portion of Socially Responsible Fund.

The subadvisers are compensated for their services by VALIC.

VALIC contractually agreed to waive fees and/or reimburse expenses, if necessary, at or below the following percentages of each Fund’s average net assets through December 31, 2009. Annual fund operating expenses shall not include extraordinary expenses, as determined under generally accepted accounting principles, or acquired fund fees and expenses. The contractual expense waivers and fee reimbursements will continue indefinitely, subject to termination by the Board, including a majority of the Trustees who are not deemed to be interested persons of the Fund or VALIC as defined by Section 2(a)(19) of the 1940 Act (“the Disinterested Directors”).

Fund	Maximum Expense Limitation
Aggressive Growth Lifestyle	0.10	%
Capital Appreciation	0.85	%
Conservative Growth Lifestyle	0.10	%
Core Bond	0.77	%
High Yield Bond†	0.96	%
International Small Cap Equity	1.00	%
Large Cap Value	0.81	%

119

VALIC Company II

NOTES TO FINANCIAL STATEMENTS (Unaudited) — (continued)

Fund	Maximum Expense Limitation
Mid Cap Growth	0.85	%
Mid Cap Value	1.05	%
Moderate Growth Lifestyle	0.10	%
Money Market II	0.55	%
Small Cap Growth	1.16	%
Small Cap Value	0.95	%
Socially Responsible	0.56	%
Strategic Bond	0.89	%

† Effective January 1, 2010 the expense limitation for High Yield Bond Fund was changed from 0.99% to 0.96%.

For the period ended February 28, 2010, VALIC has agreed to reimburse expenses as follows:

Fund	Amount
Aggressive Growth Lifestyle	$	51,933
Capital Appreciation		51,494
Conservative Growth Lifestyle		44,229
Core Bond		108,135
High Yield Bond		70,878
International Small Cap Equity		575,468
Large Cap Value		66,827
Mid Cap Growth		252,944
Mid Cap Value		125,925
Moderate Growth Lifestyle		58,557
Money Market II		77,995
Small Cap Growth		48,743
Small Cap Value		169,872
Socially Responsible		205,368
Strategic Bond		69,685

VALIC may also voluntarily waive fees and/or reimburse expenses, including to avoid a negative yield on the Money Market II Fund. The voluntary waivers and/or reimbursements may be terminated at any time at the option of VALIC. The exact amount of the voluntary waivers and/or reimbursements may change on a day-to-day basis. There is no guarantee that the Money Market II Fund will be able to avoid a negative yield. For the period ended February 28, 2010, VALIC voluntarily waived $121,429 of expenses for the Money Market II Fund.

VC II, on behalf of each Fund, has entered into an Administrative Services Agreement with SunAmerica (“Administrator”). SunAmerica receives from each Fund, other than the Lifestyle Funds, an annual fee of 0.07% based on the average daily net asset value of the Fund. Pursuant to the Administrative Services Agreement, SunAmerica provides administrative services to the Board, regulatory reporting, internal legal and compliance services, fund accounting and related portfolio accounting services, all necessary office space, equipment, personnel, compensation and facilities for handling the affairs of the Funds and other services. Without limiting the generality of the foregoing, the Administrator (or its appointed service provider): assists with the preparation of prospectuses, statements of additional information, registration statements, and proxy materials; develops and prepares communications to shareholders, including the annual and semi-annual reports to shareholders; coordinates and supervises the preparation and filing of Fund tax returns; assists with the design, development, and operation of the Funds; prepares the Funds’ financial statements; determines the net asset value of the Funds’ shares; supervises the Funds’ transfer agent with respect to the payment of dividends and other distributions to shareholders; and calculates performance data of the Funds. During the period ended February 28, 2010, VC II accrued $1,253,141 for accounting and administrative services.

VC II, on behalf of each Fund, has entered into a Transfer Agency and Services Agreement with VALIC. Under this agreement, VALIC provides services which include the issuance and redemption of shares, payment of dividends between VC II and their “Institutional” shareholders and certain shareholder reporting services including confirmation of transactions, statements of accounts and tax reporting. In addition to the above, VALIC provides “Blue Sky” registration and reporting for the Fund to offer shares in applicable states and to effect and maintain, as the case may be, including but not limited to, the qualification of shares of the Fund that are sold outside of the variable annuity or variable universal life and are for sale under the securities laws of the jurisdictions to qualified plans. For the period ended February 28, 2010, VC II accrued $21,106 in transfer agency and services fees.

VC II, on behalf of each Fund, other than the Lifestyle Funds, has entered into a Shareholder Services Agreement with VALIC. Under the agreement, VALIC provides record keeping, account maintenance, and other administrative and shareholder services for contract owners and participants. VALIC receives from each Fund, other than the Lifestyle Funds, an annual fee of 0.25% based on average daily net assets of the Fund. For the period ended February 28, 2010, VC II accrued $4,475,503 in shareholder service expenses.

On January 23, 2001, the Board ratified a Deferred Compensation Plan for its independent trustees who are not officers, directors, or employees of VALIC, or an affiliate of VALIC. The effective date of the plan was January 1, 2001. The first deferred payment was made in March of 2001. Under the deferred compensation plan, Trustees may elect to defer all or a portion of their compensation. Amounts deferred may be invested in up to six different affiliated mutual funds that are specified in the plan as selected by the trustees. Obligations under the deferred compensation plan represents unsecured claims against the general assets of the Funds. For the period ended February 28, 2010, VC II has deferred $5,919 of trustee compensation.

120

VALIC Company II

NOTES TO FINANCIAL STATEMENTS (Unaudited) — (continued)

On January 23, 2001, the Board approved a retirement plan for its independent trustees who are not officers, directors, or employees of VALIC or an affiliate of VALIC. VC II is responsible for the payment of the retirement benefits, as well as all administration expenses of the plan. Generally, benefits vested under the plan are payable for a ten-year period upon retirement and are based upon each Trustee’s years of service. In the event of a Trustee’s death prior to complete distribution of benefits, the Trustee’s beneficiary or estate will be entitled to receive installment payments or a discounted lump-sum payments of the remaining benefits.

Effective April 27, 2009, the Retirement Plan was terminated. As a result of terminating the retirement plan, (1) the Retirement Plan was frozen as to future accruals for active Participants as of December 31, 2008, and (2) permits active Participants to elect to receive a distribution of their entire Retirement Plan account balance in 2010.

The following amounts for the retirement plan liability are included in the Trustees’ fees and expenses line on the Statement of Assets and Liabilities and the amounts for the retirement plan expenses are included in the Trustees’ fees and expenses on the Statement of Operations:

	Retirement Plan Liability as of February 28, 2010		Retirement Plan Expense		Retirement Plan Payments
Fund			For the period ended February 28, 2010
Aggressive Growth Lifestyle	$	65,152	$	1,306	$	—
Capital Appreciation		76,794		1,546		37
Conservative Growth Lifestyle		54,407		—		—
Core Bond		141,978		2,981		134
High Yield Bond		122,794		2,428		164
International Small Cap Equity		346,616		7,059		464
Large Cap Value		197,866		4,121		126
Mid Cap Growth		96,056		1,956		135
Mid Cap Value		389,694		7,846		399
Moderate Growth Lifestyle		106,995		—		—
Money Market II		199,700		4,253		194
Small Cap Growth		62,294		1,284		36
Small Cap Value		165,593		3,334		288
Socially Responsible		410,088		8,721		549
Strategic Bond		194,960		3,973		299

At February 28, 2010, VALIC, through its insurance company separate accounts, owned over five percent of the outstanding shares of the following Funds:

Fund	VALIC
Aggressive Growth Lifestyle	100.00	%
Capital Appreciation	100.00	%
Conservative Growth Lifestyle	100.00	%
Core Bond	100.00	%
High Yield Bond	99.90	%
International Small Cap Equity	100.00	%
Large Cap Value	100.00	%
Mid Cap Growth	100.00	%
Mid Cap Value	99.12	%
Moderate Growth Lifestyle	100.00	%
Money Market II	100.00	%
Small Cap Growth	100.00	%
Small Cap Value	100.00	%
Socially Responsible	100.00	%
Strategic Bond	99.83	%

As disclosed in the schedule of investments, certain Funds own securities issued by AIG or an affiliate thereof. As of February 28, 2010, the following Funds recorded realized gains (losses) and income on security transactions of AIG and subsidiaries of AIG as follows:

Fund	Security	Income		Capital Gain Distribution Received
Aggressive Growth Lifestyle	Various VC II Funds*	$	3,366,461	$	321,851
Conservative Growth Lifestyle	Various VC II Funds*		2,822,881		68,261
Large Cap Value	VALIC Co. I Money Market Fund		85		—
Moderate Growth Lifestyle	Various VC II Funds*		6,075,348		323,631

121

VALIC Company II

NOTES TO FINANCIAL STATEMENTS (Unaudited) — (continued)

Fund	Security	Market Value at 08/31/09		Cost of Purchases		Proceeds from Sales		Realized Gain/(Loss)		Change in Unrealized Gain/(Loss)		Market Value at 02/28/10
Aggressive Growth Lifestyle	Various VC II Funds*	$	93,779,196	$	33,522,990†	$	21,258,361	$	2,686,932	1,131,182		$	109,861,939
Conservative Growth Lifestyle	Various VC II Funds*		57,736,775		19,965,694†		9,026,020		1,514,624	(52,068	)		70,139,005
Large Cap Value	VALIC Co. I Money Market Fund		958,928		6,737,169†		6,129,708		—	—			1,566,389
Moderate Growth Lifestyle	Various VC II Funds*		141,931,692		46,908,920†		25,161,187		4,984,749	(133,344	)		168,530,830

* See Portfolio of Investments for details.

† Includes reinvestment of distributions paid.

On March 4, 2009, AIG, the ultimate parent of VALIC, the Funds’ investment adviser, American General Distributors, Inc., the Funds’ distributor and SunAmerica, the subadvisor to the Money Market II Fund, Small Cap Value Fund and Socially Responsible Fund and the Funds’ administrator issued and sold to the AIG Credit Facility Trust, a trust established for the sole benefit of the United States Treasury (the “Trust”), 100,000 shares of AIG’s Series C Perpetual, Convertible, Participating Preferred Stock (the “Stock”) for an aggregate purchase price of $500,000, with an understanding that additional and independently sufficient consideration was also furnished to AIG by the Federal Reserve Bank of New York (the “FRBNY”) in the form of its lending commitment (the “Credit Facility”) under the Credit Agreement, dated as of September 22, 2008, between AIG and the FRBNY. The Stock has preferential liquidation rights over AIG common stock, and, to the extent permitted by law, votes with AIG’s common stock on all matters submitted to AIG’s shareholders. The Trust has approximately 79.9% of the aggregate voting power of AIG’s common stock and is entitled to approximately 79.9% of all dividends paid on AIG’s common stock, in each case treating the Stock as if converted. The Stock will remain outstanding even if the Credit Facility is repaid in full or otherwise terminates.

Note 4 — Investment Activity

The cost of purchases and proceeds from sales and maturities of long-term investments, during the period ended February 28, 2010, were as follows:

Fund	Purchases of investment securities (excluding U.S. government securities)		Sales of investment securities (excluding U.S. government securities)		Purchase of U.S. government securities		Sales of U.S. government securities
Aggressive Growth Lifestyle	$	33,522,990	$	21,258,362	$	—	$	—
Capital Appreciation		7,942,736		19,576,222		—		—
Conservative Growth Lifestyle		19,965,694		9,026,020		—		—
Core Bond		146,305,872		139,104,197		44,638,986		14,348,174
High Yield Bond		102,223,444		69,431,630		—		—
International Small Cap Equity		504,487,463		498,212,482		—		—
Large Cap Value		149,590,426		157,252,534		—		—
Mid Cap Growth		54,997,351		57,184,088		—		—
Mid Cap Value		196,021,646		204,880,121		—		—
Moderate Growth Lifestyle		46,908,920		25,161,188		—		—
Small Cap Growth		21,070,951		19,608,555		—		—
Small Cap Value		281,947,699		270,483,137		938,593		1,505,000
Socially Responsible		454,614,636		444,247,706		—		—
Strategic Bond		283,598,011		237,685,183		19,404,665		19,621,344

Note 5 — Federal Income Taxes

The following tables detail the tax basis of distributions as well as the components of distributable earnings. The tax basis components of distributable earnings differ from the amounts reflected in the Statements of Assets and Liabilities due to temporary book/tax differences primarily arising from wash sales, post October losses, investments in passive foreign investment companies, and derivative transactions. Also included in the following tables are the capital loss carryforwards at August 31, 2009.

The information in the following table is presented on the basis of cost for federal income tax purposes at February 28, 2010:

Fund	Identified Cost of Investments Owned		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
Aggressive Growth Lifestyle	$	131,024,289	$	14,543,534	$	(35,705,884	)	$	(21,162,350	)
Capital Appreciation		39,504,180		6,033,520		(2,473,998	)		3,559,522
Conservative Growth Lifestyle		70,644,819		7,566,459		(8,072,273	)		(505,814	)
Core Bond		186,948,469		5,511,018		(3,507,942	)		2,003,076
High Yield Bond		227,552,317		14,099,420		(16,041,294	)		(1,941,874	)
International Small Cap Equity		551,356,329		56,153,677		(34,303,110	)		21,850,567

122

VALIC Company II

NOTES TO FINANCIAL STATEMENTS (Unaudited) — (continued)

Fund	Identified Cost of Investments Owned		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
Large Cap Value	$	160,880,969	$	12,140,542	$	(14,486,438	)	$	(2,345,896	)
Mid Cap Growth		153,333,882		33,854,132		(3,943,553	)		29,910,579
Mid Cap Value		486,555,366		66,096,037		(27,242,276	)		38,853,761
Moderate Growth Lifestyle		170,989,098		22,984,201		(25,442,469	)		(2,458,268	)
Money Market II		220,208,317		—		—			—
Small Cap Growth		45,215,924		7,401,552		(4,573,677	)		2,827,875
Small Cap Value		385,627,678		30,621,140		(26,460,048	)		4,161,092
Socially Responsible		742,212,705		65,819,151		(92,161,485	)		(26,342,334	)
Strategic Bond		396,600,138		16,891,209		(11,628,202	)		5,263,007

The tax character of distributions paid may differ from the Statement of Changes in Net Assets due to short-term capital gains being treated as ordinary income distributions for tax purposes. The tax basis distributable earnings at August 31, 2009 and the tax character of distributions paid during the year ended August 31, 2009 were as follows:

	Distributable Earnings								Tax Distributions
Fund	Ordinary Income		Long- term Gains/ Capital Loss Carryover And Other Losses			Unrealized Appreciation (Depreciation)*			Ordinary Income		Long-Term Capital Gains
Aggressive Growth Lifestyle	$	1,628,806	$	(1,066,859	)	$	(22,293,532	)	$	14,114,539	$	4,453,808
Capital Appreciation		458,586		(12,435,107	)		(1,043,397	)		56,733		—
Conservative Growth Lifestyle		1,939,732		(1,938,895	)		(453,746	)		1,451,543		919,404
Core Bond		8,876,771		(5,402,964	)		(1,044,311	)		11,242,372		—
High Yield Bond		18,592,117		(8,191,111	)		(11,433,686	)		16,902,354		—
International Small Cap Equity		8,411,268		(92,725,555	)		72,036,739			19,860,497		24,510,152
Large Cap Value		2,822,618		(61,955,403	)		(1,092,062	)		5,298,743		—
Mid Cap Growth		—		(26,766,815	)		14,618,104			—		869,715
Mid Cap Value		5,491,988		(64,571,883	)		3,779,900			3,026,404		9,716,280
Moderate Growth Lifestyle		3,392,906		(2,577,826	)		(2,324,924	)		3,320,144		3,877,420
Money Market II		214,603		(611,463	)		—			2,812,871		—
Small Cap Growth		—		(2,808,475	)		(489,178	)		—		493,157
Small Cap Value		3,699,201		(5,812,436	)		(34,837,159	)		4,356,332		13,244,321
Socially Responsible		11,153,884		(98,423,478	)		(69,183,342	)		14,145,314		2,733,592
Strategic Bond		19,122,627		(9,500,229	)		(184,694	)		24,084,315		—

* Unrealized appreciation (depreciation) includes amounts for derivatives and other assets and liabilities denominated in foreign currency.

As of August 31, 2009, the Funds indicated below have capital loss carryforwards, which expire in the year indicated and are available to offset future capital gains, if any:

	Capital Loss Carryforward
Fund	2010		2011		2012		2013		2014		2015		2016		2017
Aggressive Growth Lifestyle	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1,066,859
Capital Appreciation		1,614,514		6,282,529		2,100,734		408,479		—		—		—		2,028,851
Conservative Growth Lifestyle		—		—		—		—		—		—		—		1,938,895
Core Bond		—		—		—		—		348,311		1,248,815		17,884		3,787,954
High Yield Bond		—		—		—		—		—		—		463,115		7,727,996
International Small Cap Equity		—		—		—		—		—		—		—		92,725,555
Large Cap Value		—		—		—		—		—		—		4,785,556		57,169,847
Mid Cap Growth		—		—		—		—		—		—		—		26,766,815
Mid Cap Value		—		—		—		—		—		—		—		64,571,883
Moderate Growth Lifestyle		—		—		—		—		—		—		—		2,577,826
Money Market II		—		—		—		—		—		—		—		611,463
Small Cap Growth		—		—		—		—		—		—		—		2,808,475
Small Cap Value		—		—		—		—		—		—		—		5,812,436
Socially Responsible		—		—		—		—		—		—		—		98,423,478
Strategic Bond		—		—		—		—		—		—		87,486		9,412,743

123

VALIC Company II

NOTES TO FINANCIAL STATEMENTS (Unaudited) — (continued)

Note 6 — Capital Share Transactions

Transactions in capital shares of each Fund were as follows:

	Aggressive Growth Lifestyle										Capital Appreciation
	For the six months ended February 28, 2010 (Unaudited)					For the year ended August 31, 2009					For the six months ended February 28, 2010 (Unaudited)					For the year ended August 31, 2009
	Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount
Shares sold	1,984,613		$	14,649,932		3,637,116		$	24,145,585		216,738		$	1,762,100		6,042,880		$	42,025,732
Reinvested dividends	217,464			1,628,806		3,246,215			18,568,347		54,464			458,586		9,077			56,733
Shares redeemed	(810,682	)		(5,952,060	)	(2,031,987	)		(14,017,123	)	(1,608,555	)		(12,636,742	)	(8,358,861	)		(57,575,414	)
Net increase (decrease)	1,391,395		$	10,326,678		4,851,344		$	28,696,809		(1,337,353	)	$	(10,416,056	)	(2,306,904	)	$	(15,492,949	)
	Conservative Growth Lifestyle										Core Bond
	For the six months ended February 28, 2010 (Unaudited)					For the year ended August 31, 2009					For the six months ended February 28, 2010 (Unaudited)					For the year ended August 31, 2009
	Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount
Shares sold	1,207,449		$	12,087,557		2,324,504		$	20,426,844		3,630,976		$	36,689,988		8,848,969		$	81,631,099
Reinvested dividends	194,362			1,939,732		283,606			2,370,947		903,948			8,876,771		1,273,202			11,242,372
Shares redeemed	(395,352	)		(3,948,431	)	(2,318,797	)		(20,415,761	)	(1,581,860	)		(16,109,097	)	(14,798,816	)		(139,049,701	)
Net increase (decrease)	1,006,459		$	10,078,858		289,313		$	2,382,030		2,953,064		$	29,457,662		(4,676,645	)	$	(46,176,230	)
	High Yield Bond										International Small Cap Equity
	For the six months ended February 28, 2010 (Unaudited)					For the year ended August 31, 2009					For the six months ended February 28, 2010 (Unaudited)					For the year ended August 31, 2009
	Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount
Shares sold	3,205,737		$	22,848,729		8,118,492		$	48,446,436		1,711,087		$	19,667,368		12,654,204		$	130,918,500
Reinvested dividends	2,714,178			18,592,117		3,394,047			16,902,354		742,389			8,411,268		4,935,556			44,370,649
Shares redeemed	(1,368,149	)		(9,633,132	)	(7,839,847	)		(50,570,032	)	(2,030,672	)		(23,339,014	)	(9,157,588	)		(85,669,535	)
Net increase (decrease)	4,551,766		$	31,807,714		3,672,692		$	14,778,758		422,804		$	4,739,622		8,432,172		$	89,619,614
	Large Cap Value										Mid Cap Growth
	For the six months ended February 28, 2010 (Unaudited)					For the year ended August 31, 2009					For the six months ended February 28, 2010 (Unaudited)					For the year ended August 31, 2009
	Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount
Shares sold	662,111		$	6,473,682		3,410,696		$	31,880,879		1,068,869		$	6,736,963		3,834,838		$	18,810,279
Reinvested dividends	288,611			2,822,618		616,133			5,298,743		—			—		198,113			869,715
Shares redeemed	(1,564,073	)		(15,150,166	)	(11,876,207	)		(112,264,771	)	(822,019	)		(5,242,948	)	(5,451,442	)		(26,965,959	)
Net increase (decrease)	(613,351	)	$	(5,853,866	)	(7,849,378	)	$	(75,085,149	)	246,850		$	1,494,015		(1,418,491	)	$	(7,285,965	)
	Mid Cap Value										Moderate Growth Lifestyle
	For the six months ended February 28, 2010 (Unaudited)					For the year ended August 31, 2009					For the six months ended February 28, 2010 (Unaudited)					For the year ended August 31, 2009
	Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount
Shares sold	1,327,577		$	17,921,581		6,510,404		$	70,686,565		2,238,253		$	23,918,240		3,243,677		$	29,608,043
Reinvested dividends	397,394			5,491,988		1,308,284			12,742,684		315,913			3,392,906		847,770			7,197,564
Shares redeemed	(1,772,038	)		(24,241,179	)	(10,556,581	)		(113,219,175	)	(786,772	)		(8,406,608	)	(2,866,116	)		(26,031,404	)
Net increase (decrease)	(47,067	)	$	(827,610	)	(2,737,893	)	$	(29,789,926	)	1,767,394		$	18,904,538		1,225,331		$	10,774,203

124

VALIC Company II

NOTES TO FINANCIAL STATEMENTS (Unaudited) — (continued)

	Money Market II										Small Cap Growth
	For the six months ended February 28, 2010 (Unaudited)					For the year ended August 31, 2009					For the six months ended February 28, 2010 (Unaudited)					For the year ended August 31, 2009
	Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount
Shares sold	24,206,159		$	24,206,159		141,264,764		$	141,264,764		776,631		$	7,648,303		1,577,913		$	12,168,853
Reinvested dividends	11,656			11,656		2,812,871			2,812,871		—			—		68,781			493,157
Shares redeemed	(57,811,313	)		(57,811,305	)	(220,170,046	)		(220,170,046	)	(652,037	)		(6,514,680	)	(1,295,696	)		(10,043,517	)
Net increase (decrease)	(33,593,498	)	$	(33,593,490	)	(76,092,412	)	$	(76,092,412	)	124,594		$	1,133,623		350,998		$	2,618,493
	Small Cap Value										Socially Responsible
	For the six months ended February 28, 2010 (Unaudited)					For the year ended August 31, 2009					For the six months ended February 28, 2010 (Unaudited)					For the year ended August 31, 2009
	Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount
Shares sold	1,574,018		$	16,324,096		13,117,309		$	109,310,853		2,199,191		$	21,067,639		7,569,714		$	60,850,253
Reinvested dividends	347,343			3,699,201		2,133,412			17,600,653		1,141,646			11,153,884		2,309,016			16,878,906
Shares redeemed	(1,292,429	)		(13,650,245	)	(2,543,446	)		(23,500,289	)	(3,107,679	)		(29,685,153	)	(16,526,587	)		(136,691,350	)
Net increase (decrease)	628,932		$	6,373,052		12,707,275		$	103,411,217		233,158		$	2,536,370		(6,647,857	)	$	(58,962,191	)
	Strategic Bond
	For the six months ended February 28, 2010 (Unaudited)					For the year ended August 31, 2009
	Shares		Amount			Shares		Amount
Shares sold	4,236,763		$	45,072,158		8,671,352		$	83,320,957
Reinvested dividends	1,845,813			19,122,627		2,843,485			24,084,315
Shares redeemed	(1,136,760	)		(12,033,959	)	(9,334,223	)		(87,426,922	)
Net increase (decrease)	4,945,816		$	52,160,826		2,180,614		$	19,978,350

Note 7 — Expense Reductions

Through expense offset arrangements, resulting from broker commission recapture, a portion of the Fund’s expenses have been reduced. For the period ended February 28, 2010, the amount of expense reductions received by each fund, used to offset the Fund’s non-affiliated expenses, were as follows:

Fund	Expense Reductions
Large Cap Value	$	2,873
Mid Cap Growth		13,601
Mid Cap Value		30,642
Small Cap Growth		3,423
Small Cap Value		4,351

Note 8 — Investment Concentration

The High Yield Bond Fund’s investment in high yield securities, whether rated or unrated, may be considered speculative and subject to greater market fluctuations and risk of loss of income and principal than lower-yielding, higher-rated, fixed-income securities. The risk of loss due to default by the issuer may be significantly greater for the holders of high yield securities, because such securities are generally unsecured and are often subordinated to other creditors of the issuer.

The Funds may invest in obligations issued by agencies and instrumentalities of the U.S. Government that may vary in the level of support they receive from the government. The government may choose not to provide financial support to government sponsored agencies or instrumentalities if it is not legally obligated to do so. In this case, if the issuer defaulted, the fund holding securities of such issuer might not be able to recover its investment from the U.S. Government. As a result of the Core Bond Fund and Strategic Bond Fund’s concentration in such investments, it may be subject to risks associated with the U.S. Government agencies or instrumentalities. At the end of the period, the Funds had 35.5% and 10.8%, respectively, of their total net assets invested in such securities.

Some of the Funds may invest internationally, including in “emerging market” countries. Emerging market securities involve risks not typically associated with investing in securities of issuers in more developed markets. These investments are subject to various risk factors including market, credit, exchange rate and sovereign risk. The markets in which these securities trade can be volatile and at times illiquid. These securities may be denominated in currencies other than U.S. dollars. While investing internationally may reduce portfolio risk by increasing the diversification of portfolio investments, the value of the investment may be affected by fluctuating currency values, changing local and regional economic, political and social conditions, and greater market volatility. These risks are primary risks of the International Small Cap Equity Fund. At the end of the period, the International Small Cap Equity Fund had 24.4% of its net assets invested in equity securities domiciled in Japan.

125

VALIC Company II

NOTES TO FINANCIAL STATEMENTS (Unaudited) — (continued)

Note 9 — Lines of Credit

Except for the VC II Large Cap Value Fund, the Series and VCI have established an $85 million committed and $40 million uncommitted line of credit with State Street Bank & Trust Company, the Funds’ custodian. Interest is currently payable at the greater of (i) Federal Funds Rate plus 125 basis points or (ii) overnight LIBOR plus 125 basis points on the committed line and State Street’s discretionary bid rate on the uncommitted line of credit. Prior to October 16, 2009, the interest was payable at the Federal Funds Rate plus 50 basis points on the committed line and State Street Bank and Trust Company’s discretionary bid rate on the uncommitted line of credit. There is also a commitment fee of 15 basis points per annum for the daily unused portion of the committed line of credit, which is included in other expenses on the Statement of Operations. Prior to October 16, 2009, the commitment fee was 10 basis points per annum on the daily unused portion of the committed line of credit. Borrowings under the line of credit will commence when the Fund’s shortfall exceeds $100,000.

For the period ended February 28, 2010, the following Funds had borrowings:

Fund	Days Outstanding	Interest Charges		Average Debt Utilized		Weighted Average Interest
Capital Appreciation	17	$	506	$	1,669,531	1.29	%
International Small Cap Equity	16		1,143		1,800,342	1.42	%

As of February 28, 2010, none of the Funds had outstanding borrowings.

Note 10 — Interfund Lending Agreement

Pursuant to the exemptive relief granted by the Securities and Exchange Commission, the Funds are permitted to participate in an interfund lending program among investment companies advised by VALIC or an affiliate. The interfund lending program allows the participating Funds to borrow money from and lend money to each other for temporary or emergency purposes. An interfund loan will be made under this facility only if the participating funds receive a more favorable interest rate than would otherwise be available from a typical bank for a comparable transaction. For the period ended February 28, 2010, none of the Funds participated in this program.

Note 11 — Security Transactions with Affiliated Portfolios

The Funds are permitted to transfer securities by purchasing from and/or selling to other affiliated Funds under certain conditions approved by the Board of Trustees of VALIC Company II. The affiliated Funds involved in such transactions must have a common investment adviser (or affiliated investment adviser), common Trustees, and/or common officers in compliance with Rule 17a-7 of the 1940 Act. Pursuant to the Act, such a transaction must be either a purchase or a sale, for no consideration other than cash payment against prompt delivery of the security at the current market price. No brokerage commission or fee (except for customary transfer fees), or other remuneration is paid in connection with such transaction. For the period ended February 28, 2010, the following Funds engaged in security transactions with affiliated Funds:

Fund	Cost of Purchases		Proceed from Sales		Realized Gain/ Loss
Core Bond	$	2,095,086	$	—	$	—
Mid Cap Growth		4,688		788,563		5,759

Note 12 — Subsequent Event

Aggressive Growth Lifestyle Fund, Conservative Growth Lifestyle Fund, Core Bond Fund, International Small Cap Equity Fund, Moderate Growth Lifestyle Fund and Strategic Bond Fund. At a special meeting of shareholders held on March 26, 2010 (the “Meeting”), shareholders of VALIC Company II Aggressive Growth Lifestyle Fund, Conservative Growth Lifestyle Fund, Core Bond Fund, International Small Cap Equity Fund, Moderate Growth Lifestyle Fund, and Strategic Bond Fund (the “VC II Funds”) approved a new investment sub-advisory agreement between VALIC and PineBridge, which became effective on March 26, 2010, upon the closing of the transaction whereby American International Group, Inc. sold a portion of its asset management business, including PineBridge, to Bridge Partners, L.P. PineBridge is a successor to AIG Global Investments Corp. (“AIGGIC”).

Socially Responsible Fund. At a special meeting of shareholders held on March 26, 2010 (the “Meeting”), shareholders of VALIC Company II Socially Responsible Fund (“Socially Responsible Fund”) approved a new investment sub-advisory agreement (“Definitive Agreement”) between VALIC and SunAmerica, which became effective on March 26, 2010. Prior to that event, effective December 1, 2009, SunAmerica replaced AIGGIC as the sub-adviser for the Socially Responsible Fund pursuant to an interim investment sub-advisory agreement, subject to shareholder approval of the Definitive Agreement.

Large Cap Value Fund. On April 27, 2010, the Board of Trustees (the “Board”) of VC II approved the termination of SSgA Funds Management, LLC (“SSgA”), as the sub-adviser to the Large Cap Value Fund (the “Fund”) and approved the engagement of The Boston Company Asset Management, LLC (“The Boston Company”) and Janus Capital Management, LLC (“Janus”) as co-sub-advisers of the Fund. In connection with the approval of The Boston Company and Janus, the Board approved investment sub-advisory agreements between VALIC and each of The Boston Company and Janus (the “Sub-Advisory Agreements”). In addition, the Board approved Perkins Investment Management, LLC (“Perkins”) as a sub-sub-adviser to the Fund and approved a sub-sub-advisory agreement between Janus and Perkins (the “Sub-Sub-Advisory Agreement”). Perkins is a majority-owned subsidiary of Janus. The change of sub-advisers will take place on or about the close of business on June 4, 2010. The Board has authority, pursuant to an exemptive order granted by the Securities and Exchange Commission, to approve investment sub-advisory agreements without a shareholder vote. However, information statements explaining the sub-adviser changes described above will be mailed to the Fund’s shareholders of record as of June 4, 2010.

126

VALIC Company II

FINANCIAL HIGHLIGHTS

Per share data is for a share of beneficial interest outstanding throughout the period. Total return includes reinvestment of distributions on the reinvestment date.

	Aggressive Growth Lifestyle Fund																		Capital Appreciation Fund
	Six Months Ended February 28, 2010(g)			Year Ended August 31,															Six Months Ended February 28, 2010(g)			Year Ended August 31,
				2009			2008			2007			2006			2005						2009			2008			2007			2006			2005
PER SHARE DATA
Net asset value at beginning of period	$	6.96		$	10.63		$	12.59		$	11.71		$	10.98		$	9.10		$	7.51		$	10.24		$	10.83		$	8.90		$	8.90		$	7.79
Income (loss) from investment operations:
Net investment income (loss)(d)		0.23			0.14			0.24			0.23			0.15			0.08			0.02			0.05			0.01			0.04			0.02			0.03
Net realized and unrealized gain (loss) on investments and foreign currencies		0.33			(1.71	)		(1.25	)		1.64			1.00			1.88			1.06			(2.77	)		(0.57	)		1.91			(0.01	)		1.11
Net increase from payments by affiliates		–			–			–			–			–			–			–			–			–			0.00			–			–
Total income (loss) from investment operations		0.56			(1.57	)		(1.01	)		1.87			1.15			1.96			1.08			(2.72	)		(0.56	)		1.95			0.01			1.14
Distributions from:
Net investment income		(0.12	)		(0.22	)		(0.19	)		–			(0.18	)		(0.08	)		(0.09	)		(0.01	)		(0.03	)		(0.02	)		(0.01	)		(0.03	)
Net realized gain on securities		–			(1.88	)		(0.76	)		(0.99	)		(0.24	)		–			–			–			–			–			–			–
Total distributions		(0.12	)		(2.10	)		(0.95	)		(0.99	)		(0.42	)		(0.08	)		(0.09	)		(0.01	)		(0.03	)		(0.02	)		(0.01	)		(0.03	)
Net asset value at end of period	$	7.40		$	6.96		$	10.63		$	12.59		$	11.71		$	10.98		$	8.50		$	7.51		$	10.24		$	10.83		$	8.90		$	8.90
TOTAL RETURN(a)		7.96	%		(10.48	)%		(8.92	)%		16.53	%		10.65	%		21.62	%		14.38	%		(26.59	)%		(5.18	)%		21.90	%(e)		0.06	%		14.58	%
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets(b)		0.10	%(f)(h)		0.10	%(f)		0.10	%(f)		0.10	%(f)		0.10	%(f)		0.10	%(f)		0.85	%(h)		0.85	%		0.85	%		0.85	%		0.85	%		0.85	%
Ratio of expenses to average net assets(c)		0.20	%(f)(h)		0.26	%(f)		0.23	%(f)		0.23	%(f)		0.29	%(f)		0.30	%(f)		1.09	%(h)		1.06	%		1.01	%		1.03	%		1.03	%		1.13	%
Ratio of expense reductions to average net assets		–			–			–			–			–			–			–			–			–			0.00	%		–			–
Ratio of net investment income (loss) to average net assets(b)		6.48	%(f)(h)		2.16	%(f)		2.15	%(f)		1.93	%(f)		1.31	%(f)		0.80	%(f)		0.57	%(h)		0.74	%		0.05	%		0.38	%		0.21	%		0.34	%
Ratio of net investment income (loss) to average net assets(c)		6.37	%(f)(h)		2.01	%(f)		2.02	%(f)		1.80	%(f)		1.12	%(f)		0.60	%(f)		0.34	%(h)		0.53	%		(0.11	)%		0.19	%		0.03	%		0.06	%
Portfolio turnover rate		21	%		151	%		119	%		53	%		79	%		40	%		19	%		54	%		57	%		32	%		169	%		105	%
Number of shares outstanding at end of period (000’s)		14,846			13,454			8,603			6,530			4,612			3,700			5,119			6,456			8,763			7,779			7,797			5,499
Net assets at the end of period (000’s)	$	109,849		$	93,696		$	91,464		$	82,221		$	53,987		$	40,623		$	43,499		$	48,510		$	89,774		$	84,269		$	69,412		$	48,939

^(a) Total return is not annualized. It does include, if any, expense reimbursements and expense reductions. The effect of fees and charges incurred at the separate account level are not reflected in these performance figures. If such expenses had been included, the total return would have been lower for each period presented.

^(b) Includes expense reimbursements, but excludes expense reductions.

^(c) Excludes expense reimbursements and expense reductions.

^(d) The per share amounts are calculated using the average share method.

^(e) The Fund’s performance was increased by less than 0.01% from a reimbursement by an affiliate.

^(f) Does not include underlying fund expenses that the Funds bear indirectly.

^(g) Unaudited

^(h) Annualized

127

VALIC Company II

FINANCIAL HIGHLIGHTS — (continued)

Per share data is for a share of beneficial interest outstanding throughout the period. Total return includes reinvestment of distributions on the reinvestment date.

	Conservative Growth Lifestyle Fund																		Core Bond Fund
	Six Months Ended February 28, 2010(h)			Year Ended August 31,															Six Months Ended February 28, 2010(h)			Year Ended August 31,
				2009			2008			2007			2006			2005						2009			2008			2007			2006			2005
PER SHARE DATA
Net asset value at beginning of period	$	9.60		$	10.23		$	11.29		$	10.70		$	10.81		$	9.79		$	9.96		$	10.08		$	10.17		$	10.09		$	10.06		$	10.00
Income (loss) from investment operations:
Net investment income (loss)(d)		0.43			0.33			0.27			0.19			0.15			0.24			0.22			0.51			0.51			0.48			0.49			0.42
Net realized and unrealized gain (loss) on investments and foreign currencies		0.28			(0.53	)		(0.72	)		0.99			0.42			1.03			0.34			0.09			(0.28	)		(0.11	)		(0.31	)		0.08
Net increase from payments by affiliates		–			–			–			–			–			–			–			–			–			–			–			–
Total income (loss) from investment operations		0.71			(0.20	)		(0.45	)		1.18			0.57			1.27			0.56			0.60			0.23			0.37			0.18			0.50
Distributions from:
Net investment income		(0.31	)		(0.26	)		(0.16	)		–			(0.18	)		(0.25	)		(0.52	)		(0.72	)		(0.32	)		(0.29	)		(0.13	)		(0.41	)
Net realized gain on securities		–			(0.17	)		(0.45	)		(0.59	)		(0.50	)		–			–			–			–			–			(0.02	)		(0.03	)
Total distributions		(0.31	)		(0.43	)		(0.61	)		(0.59	)		(0.68	)		(0.25	)		(0.52	)		(0.72	)		(0.32	)		(0.29	)		(0.15	)		(0.44	)
Net asset value at end of period	$	10.00		$	9.60		$	10.23		$	11.29		$	10.70		$	10.81		$	10.00		$	9.96		$	10.08		$	10.17		$	10.09		$	10.06
TOTAL RETURN(a)		7.36	%		(1.36	)%		(4.36	)%		11.28	%		5.50	%		13.03	%		5.76	%		6.87	%		2.24	%		3.67	%		1.82	%		5.05	%
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets(b)		0.10	%(f)(i)		0.10	%(f)		0.10	%(f)		0.10	%(f)		0.10	%(f)		0.10	%(f)		0.77	%(i)		0.77	%		0.77	%		0.77	%		0.77	%		0.77	%
Ratio of expenses to average net assets(c)		0.24	%(f)(i)		0.31	%(f)		0.27	%(f)		0.28	%(f)		0.33	%(f)		0.31	%(f)		0.90	%(i)		0.98	%		0.93	%		0.93	%		1.03	%		1.00	%
Ratio of expense reductions to average net assets		–			–			–			–			–			–			–			–			–			–			–			–
Ratio of net investment income (loss) to average net assets(b)		8.85	%(f)(i)		3.84	%(f)		2.58	%(f)		1.75	%(f)		1.38	%(f)		2.35	%(f)		4.43	%(i)		5.38	%		4.97	%		4.84	%		4.91	%		4.23	%
Ratio of net investment income (loss) to average net assets(c)		8.71	%(f)(i)		3.63	%(f)		2.40	%(f)		1.57	%(f)		1.15	%(f)		2.14	%(f)		4.31	%(i)		5.17	%		4.80	%		4.68	%		4.66	%		3.99	%
Portfolio turnover rate		14	%		180	%		107	%		75	%		81	%		46	%		93	%		134	%		158	%		180	%(g)		206	%(g)		216	%(e)(g)
Number of shares outstanding at end of period (000’s)		7,010			6,004			5,715			4,332			3,488			3,190			19,007			16,054			20,731			20,671			10,802			10,072
Net assets at the end of period (000’s)	$	70,120		$	57,659		$	58,445		$	48,897		$	37,309		$	34,468		$	189,996		$	159,971		$	209,052		$	210,322		$	109,007		$	101,299

^(a) Total return is not annualized. It does include, if any, expense reimbursements and expense reductions. The effect of fees and charges incurred at the separate account level are not reflected in these performance figures. If such expenses had been included, the total return would have been lower for each period presented.

^(b) Includes expense reimbursements, but excludes expense reductions.

^(c) Excludes expense reimbursements and expense reductions.

^(d) The per share amounts are calculated using the average share method.

^(e) Portfolio turnover includes paydowns on securities. Previously, portfolio turnover was calculated prior to including paydowns on securities and was as follows:

Fund	2005
Core Bond	205	%

^(f) Does not include underlying fund expenses that the Funds bear indirectly.

^(g) Portfolio turnover includes “to be announced” (“TBA”) transactions. Previously, portfolio turnover was calculated prior to including TBA transactions and was as follows:

Fund	2007		2006		2005
Core Bond	155	%	202	%	212	%

^(h) Unaudited

⁽ⁱ⁾ Annualized

128

VALIC Company II

FINANCIAL HIGHLIGHTS — (continued)

Per share data is for a share of beneficial interest outstanding throughout the period. Total return includes reinvestment of distributions on the reinvestment date.

	High Yield Bond Fund																		International Small Cap Equity Fund
	Six Months Ended February 28, 2010(i)			Year Ended August 31,															Six Months Ended February 28, 2010(i)			Year Ended August 31,
				2009			2008			2007			2006			2005						2009			2008			2007			2006			2005
PER SHARE DATA
Net asset value at beginning of period	$	6.78		$	8.43		$	9.10		$	9.32		$	8.87		$	8.28		$	10.95		$	14.58		$	19.78		$	16.80		$	14.05		$	10.36
Income (loss) from investment operations:
Net investment income (loss)(d)		0.30			0.68			0.72			0.69			0.63			0.62			0.01			0.16			0.16			0.16			0.11			0.12
Net realized and unrealized gain (loss) on investments and foreign currencies		0.49			(1.61	)		(0.87	)		(0.26	)		0.07			0.78			0.35			(2.92	)		(3.62	)		3.68			2.87			3.68
Net increase from payments by affiliates		–			–			–			–			0.00			–			–			–			–			0.00			0.00			–
Total income (loss) from investment operations		0.79			(0.93	)		(0.15	)		0.43			0.70			1.40			0.36			(2.76	)		(3.46	)		3.84			2.98			3.80
Distributions from:
Net investment income		(0.62	)		(0.72	)		(0.50	)		(0.44	)		(0.16	)		(0.63	)		(0.16	)		(0.14	)		(0.11	)		(0.06	)		(0.03	)		(0.04	)
Net realized gain on securities		–			–			(0.02	)		(0.21	)		(0.09	)		(0.18	)		–			(0.73	)		(1.63	)		(0.80	)		(0.20	)		(0.07	)
Total distributions		(0.62	)		(0.72	)		(0.52	)		(0.65	)		(0.25	)		(0.81	)		(0.16	)		(0.87	)		(1.74	)		(0.86	)		(0.23	)		(0.11	)
Net asset value at end of period	$	6.95		$	6.78		$	8.43		$	9.10		$	9.32		$	8.87		$	11.15		$	10.95		$	14.58		$	19.78		$	16.80		$	14.05
TOTAL RETURN(a)		11.82	%		(7.97	)%		(1.79	)%		4.62	%		8.16	%(g)		17.45	%		3.30	%		(17.61	)%		(18.68	)%		23.44	%(h)		21.36	%(e)		36.89	%(e)
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets(b)		0.98	%(j)		0.99	%		0.99	%		0.99	%		0.99	%		0.99	%		1.00	%(j)		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%
Ratio of expenses to average net assets(c)		1.05	%(j)		1.16	%		1.13	%		1.16	%		1.19	%		1.27	%		1.20	%(j)		1.32	%		1.31	%		1.29	%		1.37	%		1.57	%
Ratio of expense reductions to average net assets		–			–			–			–			–			–			–			–			–			–			–			–
Ratio of net investment income (loss) to average net assets(b)		8.64	%(j)		11.11	%		8.25	%		7.63	%		7.07	%		7.30	%		0.22	%(j)		1.71	%		0.97	%		0.84	%		0.72	%		0.99	%
Ratio of net investment income (loss) to average net assets(c)		8.57	%(j)		10.94	%		8.12	%		7.46	%		6.87	%		7.01	%		0.02	%(j)		1.40	%		0.66	%		0.55	%		0.35	%		0.42	%
Portfolio turnover rate		34	%		91	%		57	%		47	%		53	%		58	%(f)		88	%		132	%		101	%		72	%		69	%		143	%
Number of shares outstanding at end of period (000’s)		32,740			28,189			24,516			21,225			11,377			9,090			51,812			51,389			42,957			37,205			25,445			7,405
Net assets at the end of period (000’s)	$	227,680		$	191,246		$	206,712		$	193,127		$	106,070		$	80,665		$	577,598		$	562,725		$	626,351		$	735,844		$	427,437		$	104,030

^(a) Total return is not annualized. It does include, if any, expense reimbursements and expense reductions. The effect of fees and charges incurred at the separate account level are not reflected in these performance figures. If such expenses had been included, the total return would have been lower for each period presented.

^(b) Includes expense reimbursements, but excludes expense reductions.

^(c) Excludes expense reimbursements and expense reductions.

^(d) The per share amounts are calculated using the average share method.

^(e) The Fund’s performance figure was increased by less than 0.01% from reimbursements for losses realized on the disposal of investments in violation of investment restrictions.

^(f) Portfolio turnover includes paydowns on securities. Previously, portfolio turnover was calculated prior to including paydowns on securities and was as follows:

Fund	2005
High Yield Bond	57	%

^(g) The Fund’s performance figure was increased by less than 0.01% from a reimbursement by an affiliate.

^(h) The Fund’s performance figure was increased by 0.06% from a reimbursement for losses realized on the disposal of investments in violation of investment restrictions.

⁽ⁱ⁾ Unaudited

^(j) Annualized

129

VALIC Company II

FINANCIAL HIGHLIGHTS — (continued)

Per share data is for a share of beneficial interest outstanding throughout the period. Total return includes reinvestment of distributions on the reinvestment date.

	Large Cap Value Fund																		Mid Cap Growth Fund
	Six Months Ended February 28, 2010(f)			Year Ended August 31,															Six Months Ended February 28, 2010(f)			Year Ended August 31,
				2009			2008			2007			2006			2005						2009			2008			2007			2006			2005
PER SHARE DATA
Net asset value at beginning of period	$	9.37		$	12.51		$	15.74		$	14.58		$	13.72		$	12.18		$	5.79		$	7.42		$	9.36		$	8.15		$	7.56		$	5.94
Income (loss) from investment operations:
Net investment income (loss)(d)		0.07			0.15			0.20			0.18			0.21			0.18			(0.01	)		(0.01	)		(0.02	)		(0.02	)		(0.01	)		(0.01	)
Net realized and unrealized gain (loss) on investments and foreign currencies		0.49			(3.00	)		(2.51	)		1.67			1.50			2.05			0.87			(1.59	)		(0.97	)		1.80			0.60			1.63
Net increase from payments by affiliates		–			–			–			–			0.00			–			–			–			–			–			–			–
Total income (loss) from investment operations		0.56			(2.85	)		(2.31	)		1.85			1.71			2.23			0.86			(1.60	)		(0.99	)		1.78			0.59			1.62
Distributions from:
Net investment income		(0.18	)		(0.29	)		(0.14	)		(0.07	)		(0.06	)		(0.17	)		–			–			–			–			–			–
Net realized gain on securities		–			–			(0.78	)		(0.62	)		(0.79	)		(0.52	)		–			(0.03	)		(0.95	)		(0.57	)		–			–
Total distributions		(0.18	)		(0.29	)		(0.92	)		(0.69	)		(0.85	)		(0.69	)		–			(0.03	)		(0.95	)		(0.57	)		–			–
Net asset value at end of period	$	9.75		$	9.37		$	12.51		$	15.74		$	14.58		$	13.72		$	6.65		$	5.79		$	7.42		$	9.36		$	8.15		$	7.56
TOTAL RETURN(a)		5.94	%		(22.55	)%		(15.47	)%		12.89	%		12.98	%(e)		18.62	%		14.85	%		(21.43	)%		(11.98	)%		22.57	%		7.80	%		27.27	%
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets(b)		0.81	%(g)		0.81	%		0.81	%		0.81	%		0.81	%		0.81	%		0.85	%(g)		0.85	%		0.85	%		0.85	%		0.85	%		0.85	%
Ratio of expenses to average net assets(c)		0.90	%(g)		0.97	%		0.92	%		0.89	%		0.97	%		1.01	%		1.14	%(g)		1.25	%		1.17	%		1.25	%		1.34	%		1.37	%
Ratio of expense reductions to average net assets		0.00	%		0.01	%		0.01	%		–			–			–			0.02	%(g)		0.05	%		0.02	%		0.01	%		–			–
Ratio of net investment income (loss) to average net assets(b)		1.38	%(g)		1.70	%		1.41	%		1.16	%		1.54	%		1.41	%		(0.33	)%(g)		(0.29	)%		(0.28	)%		(0.26	)%		(0.15	)%		(0.18	)%
Ratio of net investment income (loss) to average net assets(c)		1.30	%(g)		1.53	%		1.30	%		1.08	%		1.38	%		1.21	%		(0.62	)%(g)		(0.69	)%		(0.60	)%		(0.66	)%		(0.64	)%		(0.70	)%
Portfolio turnover rate		97	%		182	%		183	%		105	%		103	%		84	%		33	%		116	%		125	%		121	%		142	%		125	%
Number of shares outstanding at end of period (000’s)		16,212			16,825			24,675			26,589			12,192			6,476			27,702			27,455			28,873			9,052			7,929			6,920
Net assets at the end of period (000’s)	$	158,027		$	157,711		$	308,635		$	418,508		$	177,737		$	88,853		$	184,292		$	158,841		$	214,201		$	84,765		$	64,583		$	52,335

^(a) Total return is not annualized. It does include, if any, expense reimbursements and expense reductions. The effect of fees and charges incurred at the separate account level are not reflected in these performance figures. If such expenses had been included, the total return would have been lower for each period presented.

^(b) Includes expense reimbursements, but excludes expense reductions.

^(c) Excludes expense reimbursements and expense reductions.

^(d) The per share amounts are calculated using the average share method.

^(e) The Fund’s performance figure was increased by less than 0.01% from reimbursements for losses realized on the disposal of investments in violation of investment restrictions.

^(f) Unaudited

^(g) Annualized

130

VALIC Company II

FINANCIAL HIGHLIGHTS — (continued)

Note 14 — Subsequent Event

Per share data is for a share of beneficial interest outstanding throughout the period. Total return includes reinvestment of distributions on the reinvestment date.

	Mid Cap Value Fund																		Moderate Growth Lifestyle Fund
	Six Months Ended February 28, 2010(f)			Year Ended August 31,															Six Months Ended February 28, 2010(f)			Year Ended August 31,
				2009			2008			2007			2006			2005						2009			2008			2007			2006			2005
PER SHARE DATA
Net asset value at beginning of period	$	12.71		$	15.31		$	20.09		$	18.75		$	18.27		$	16.18		$	10.12		$	11.40		$	13.04		$	12.44		$	12.04		$	10.46
Income (loss) from investment operations:
Net investment income (loss)(d)		0.04			0.13			0.07			0.10			0.08			0.01			0.40			0.25			0.29			0.21			0.16			0.18
Net realized and unrealized gain (loss) on investments and foreign currencies		1.40			(2.40	)		(3.11	)		3.14			1.79			3.63			0.39			(0.96	)		(1.08	)		1.49			0.70			1.58
Net increase from payments by affiliates		–			–			–			–			–			–			–			–			–			–			–			–
Total income (loss) from investment operations		1.44			(2.27	)		(3.04	)		3.24			1.87			3.64			0.79			(0.71	)		(0.79	)		1.70			0.86			1.76
Distributions from:
Net investment income		(0.15	)		(0.06	)		(0.09	)		(0.07	)		(0.01	)		(0.01	)		(0.23	)		(0.26	)		(0.17	)		(0.12	)		(0.06	)		(0.18	)
Net realized gain on securities		–			(0.27	)		(1.65	)		(1.83	)		(1.38	)		(1.54	)		–			(0.31	)		(0.68	)		(0.98	)		(0.40	)		–
Total distributions		(0.15	)		(0.33	)		(1.74	)		(1.90	)		(1.39	)		(1.55	)		(0.23	)		(0.57	)		(0.85	)		(1.10	)		(0.46	)		(0.18	)
Net asset value at end of period	$	14.00		$	12.71		$	15.31		$	20.09		$	18.75		$	18.27		$	10.68		$	10.12		$	11.40		$	13.04		$	12.44		$	12.04
TOTAL RETURN(a)		11.31	%		(14.17	)%		(16.05	)%		18.15	%		10.74	%		23.18	%		7.76	%		(5.33	)%		(6.70	)%		14.18	%		7.21	%		16.88	%
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets(b)		1.05	%(g)		1.05	%		1.05	%		1.05	%		1.05	%		1.05	%		0.10	%(e)(g)		0.10	%(e)		0.10	%(e)		0.10	%(e)		0.10	%(e)		0.10	%(e)
Ratio of expenses to average net assets(c)		1.10	%(g)		1.17	%		1.13	%		1.11	%		1.20	%		1.18	%		0.18	%(e)(g)		0.22	%(e)		0.20	%(e)		0.20	%(e)		0.24	%(e)		0.25	%(e)
Ratio of expense reductions to average net assets		0.01	%(g)		0.03	%		0.01	%		0.02	%		0.01	%		0.02	%		–			–			–			–			–			–
Ratio of net investment income (loss) to average net assets(b)		0.59	%(g)		1.22	%		0.43	%		0.47	%		0.40	%		0.01	%		7.68	%(e)(g)		2.81	%(e)		2.42	%(e)		1.64	%(e)		1.35	%(e)		1.58	%(e)
Ratio of net investment income (loss) to average net assets(c)		0.54	%(g)		1.10	%		0.35	%		0.41	%		0.25	%		(0.11	)%		7.61	%(e)(g)		2.69	%(e)		2.32	%(e)		1.54	%(e)		1.21	%(e)		1.44	%(e)
Portfolio turnover rate		40	%		84	%		72	%		59	%		76	%		46	%		16	%		175	%		108	%		64	%		70	%		38	%
Number of shares outstanding at end of period (000’s)		37,587			37,634			40,372			26,139			19,331			16,528			15,776			14,009			12,783			9,401			7,122			6,129
Net assets at the end of period (000’s)	$	526,392		$	478,457		$	618,150		$	525,119		$	362,379		$	302,014		$	168,470		$	141,786		$	145,705		$	122,551		$	88,558		$	73,804

^(a) Total return is not annualized. It does include, if any, expense reimbursements and expense reductions. The effect of fees and charges incurred at the separate account level are not reflected in these performance figures. If such expenses had been included, the total return would have been lower for each period presented.

^(b) Includes expense reimbursements, but excludes expense reductions.

^(c) Excludes expense reimbursements and expense reductions.

^(d) The per share amounts are calculated using the average share method.

^(e) Does not include underlying fund expenses that the Funds bear indirectly.

^(f) Unaudited

^(g) Annualized

131

VALIC Company II

FINANCIAL HIGHLIGHTS — (continued)

Per share data is for a share of beneficial interest outstanding throughout the period. Total return includes reinvestment of distributions on the reinvestment date.

	Money Market II Fund																		Small Cap Growth Fund
	Six Months Ended February 28, 2010(e)			Year Ended August 31,															Six Months Ended February 28, 2010(e)			Year Ended August 31,
				2009			2008			2007			2006			2005						2009			2008			2007			2006			2005
PER SHARE DATA
Net asset value at beginning of period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	9.31		$	11.46		$	14.59		$	12.68		$	12.19		$	10.20
Income (loss) from investment operations:
Net investment income (loss)(d)		0.00			0.01			0.03			0.05			0.04			0.02			(0.04	)		(0.07	)		(0.09	)		(0.09	)		(0.07	)		(0.09	)
Net realized and unrealized gain (loss) on investments and foreign currencies		0.00			(0.00	)		(0.00	)		–			–			–			1.02			(1.96	)		(2.20	)		2.00			0.56			2.08
Net increase from payments by affiliates		–			–			–			–			–			–			–			–			–			–			–			–
Total income (loss) from investment operations		0.00			0.01			0.03			0.05			0.04			0.02			0.98			(2.03	)		(2.29	)		1.91			0.49			1.99
Distributions from:
Net investment income		(0.00	)		(0.01	)		(0.03	)		(0.05	)		(0.04	)		(0.02	)		–			–			–			–			–			–
Net realized gain on securities		–			–			–			–			–			–			–			(0.12	)		(0.84	)		–			–			–
Total distributions		(0.00	)		(0.01	)		(0.03	)		(0.05	)		(0.04	)		(0.02	)		–			(0.12	)		(0.84	)		–			–			–
Net asset value at end of period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	10.29		$	9.31		$	11.46		$	14.59		$	12.68		$	12.19
TOTAL RETURN(a)		0.01	%		0.89	%		3.08	%		4.88	%		4.09	%		1.99	%		10.53	%		(17.44	)%		(16.52	)%		15.06	%		4.02	%		19.51	%
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets(b)		0.44	%(f)		0.55	%		0.55	%		0.55	%		0.56	%		0.56	%		1.16	%(f)		1.16	%		1.16	%		1.16	%		1.16	%		1.16	%
Ratio of expenses to average net assets(c)		0.62	%(f)		0.75	%		0.67	%		0.64	%		0.67	%		0.75	%		1.37	%(f)		1.49	%		1.39	%		1.35	%		1.40	%		1.44	%
Ratio of expense reduction to average net assets		–			–			–			–			–			–			0.01	%(f)		0.01	%.		0.00	%		0.01	%		–			–
Ratio of net investment income (loss) to average net assets(b)		0.01	%(f)		0.94	%		3.04	%		4.78	%		4.13	%		1.98	%		(0.93	)%(f)		(0.88	)%		(0.75	)%		(0.67	)%		(0.55	)%		(0.81	)%
Ratio of net investment income (loss) to average net assets(c)		(0.16	)%(f)		0.73	%		2.93	%		4.69	%		4.02	%		1.78	%		(1.14	)%(f)		(1.21	)%		(0.98	)%		(0.86	)%		(0.79	)%		(1.09	)%
Portfolio turnover rate		N/A			N/A			N/A			N/A			N/A			N/A			43	%		83	%		158	%		58	%		69	%		46	%
Number of shares outstanding at end of period (000’s)		220,236			253,830			329,922			337,050			151,326			75,836			4,670			4,546			4,195			3,884			3,892			3,779
Net assets at the end of period (000’s)	$	219,671		$	253,242		$	329,212		$	337,050		$	151,326		$	75,836		$	48,074		$	42,310		$	48,061		$	56,678		$	49,354		$	46,088

^(a) Total return is not annualized. It does include, if any, expense reimbursements and expense reductions. The effect of fees and charges incurred at the separate account level are not reflected in these performance figures. If such expenses had been included, the total return would have been lower for each period presented.

^(b) Includes expense reimbursements, but excludes expense reductions.

^(c) Excludes expense reimbursements and expense reductions.

^(d) The per share amounts are calculated using the average share method.

^(e) Unaudited

^(f) Annualized.

132

VALIC Company II

FINANCIAL HIGHLIGHTS — (continued)

Per share data is for a share of beneficial interest outstanding throughout the period. Total return includes reinvestment of distributions on the reinvestment date.

	Small Cap Value Fund																		Socially Responsible Fund
	Six Months Ended February 28, 2010(h)			Year Ended August 31,															Six Months Ended February 28, 2010(h)			Year Ended August 31,
				2009			2008			2007			2006			2005						2009			2008			2007			2006			2005
PER SHARE DATA
Net asset value at beginning of period	$	9.88		$	13.75		$	15.35		$	15.06		$	15.61		$	13.68		$	8.93		$	11.39		$	13.49		$	12.06		$	11.21		$	10.25
Income (loss) from investment operations:
Net investment income (loss)(d)		0.05			0.15			0.17			0.12			0.11			0.12			0.06			0.14			0.18			0.19			0.17			0.15
Net realized and unrealized gain (loss) on investments and foreign currencies		0.94			(3.28	)		(0.98	)		1.27			1.25			2.68			0.88			(2.37	)		(1.46	)		1.51			0.96			0.96
Net increase from payments by affiliates		–			–			–			0.00			–			–			–			–			–			0.00			–			0.00
Total income (loss) from investment operations		0.99			(3.13	)		(0.81	)		1.39			1.36			2.80			0.94			(2.23	)		(1.28	)		1.70			1.13			1.11
Distributions from:
Net investment income		(0.10	)		(0.12	)		(0.09	)		(0.07	)		(0.02	)		(0.13	)		(0.15	)		(0.19	)		(0.12	)		(0.06	)		(0.05	)		(0.15	)
Net realized gain on securities		–			(0.62	)		(0.70	)		(1.03	)		(1.89	)		(0.74	)		–			(0.04	)		(0.70	)		(0.21	)		(0.23	)		–
Total distributions		(0.10	)		(0.74	)		(0.79	)		(1.10	)		(1.91	)		(0.87	)		(0.15	)		(0.23	)		(0.82	)		(0.27	)		(0.28	)		(0.15	)
Net asset value at end of period	$	10.77		$	9.88		$	13.75		$	15.35		$	15.06		$	15.61		$	9.72		$	8.93		$	11.39		$	13.49		$	12.06		$	11.21
TOTAL RETURN(a)		10.08	%		(21.71	)%		(5.23	)%		9.22	%(g)		9.69	%		20.84	%		10.55	%		(19.20	)%		(10.04	)%		14.22	%(f)		10.16	%		10.85	%(e)
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets(b)		0.95	%(i)		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%		0.56	%(i)		0.56	%		0.56	%		0.56	%		0.56	%		0.56	%
Ratio of expenses to average net assets(c)		1.04	%(i)		1.11	%		1.11	%		1.11	%		1.21	%		1.22	%		0.62	%(i)		0.69	%		0.65	%		0.63	%		0.71	%		0.71	%
Ratio of expense reductions to average net assets		0.00	%		0.00	%		0.01	%		0.00	%		–			–			–			0.02	%		0.02	%		0.03	%		–			–
Ratio of net investment income (loss) to average net assets(b)		0.89	%(i)		1.77	%		1.02	%		0.77	%		0.74	%		0.83	%		1.31	%(i)		1.79	%		1.46	%		1.45	%		1.52	%		1.47	%
Ratio of net investment income (loss) to average net assets(c)		0.80	%(i)		1.60	%		0.86	%		0.61	%		0.49	%		0.56	%		1.25	%(i)		1.67	%		1.37	%		1.38	%		1.37	%		1.32	%
Portfolio turnover rate		76	%		32	%		39	%		33	%		58	%		85	%		67	%		86	%		120	%		152	%		172	%		74	%
Number of shares outstanding at end of period (000’s)		35,610			34,981			22,274			16,918			7,622			6,235			73,713			73,479			80,127			68,651			24,486			17,180
Net assets at the end of period (000’s)	$	383,508		$	345,551		$	306,357		$	259,704		$	114,809		$	97,314		$	716,729		$	656,132		$	912,992		$	925,906		$	295,231		$	192,604

^(a) Total return is not annualized. It does include, if any, expense reimbursements and expense reductions. The effect of fees and charges incurred at the separate account level are not reflected in these performance figures. If such expenses had been included, the total return would have been lower for each period presented.

^(b) Includes expense reimbursements, but excludes expense reductions.

^(c) Excludes expense reimbursements and expense reductions.

^(d) The per share amounts are calculated using the average share method.

^(e) The Fund’s performance figure was increased by less than 0.01% from reimbursements for losses realized on the disposal of investments in violation of investment restrictions.

^(f) The Fund’s performance was increased by less than 0.01% from a reimbursement by an affiliate.

^(g) The Fund’s performance figure was increased by less than 0.01% from a gain realized on the disposal of investments in violation of investment restrictions.

^(h) Unaudited

⁽ⁱ⁾ Annualized.

133

VALIC Company II

FINANCIAL HIGHLIGHTS — (continued)

Per share data is for a share of beneficial interest outstanding throughout the period. Total return includes reinvestment of distributions on the reinvestment date.

	Strategic Bond Fund
	Six Months Ended February 28, 2010(i)			Year Ended August 31,
				2009			2008			2007			2006			2005
PER SHARE DATA
Net asset value at beginning of period	$	10.29		$	11.10		$	11.33		$	11.36		$	11.08		$	10.66
Income (loss) from investment operations:
Net investment income (loss)(d)		0.30			0.66			0.65			0.61			0.58			0.56
Net realized and unrealized gain (loss) on investments and foreign currencies		0.43			(0.60	)		(0.29	)		(0.12	)		0.04			0.65
Net increase from payments by affiliates		–			–			–			–			0.00			–
Total income (loss) from investment operations		0.73			0.06			0.36			0.49			0.62			1.21
Distributions from:
Net investment income		(0.52	)		(0.87	)		(0.51	)		(0.40	)		(0.16	)		(0.54	)
Net realized gain on securities		–			–			(0.08	)		(0.12	)		(0.18	)		(0.25	)
Total distributions		(0.52	)		(0.87	)		(0.59	)		(0.52	)		(0.34	)		(0.79	)
Net asset value at end of period	$	10.50		$	10.29		$	11.10		$	11.33		$	11.36		$	11.08
TOTAL RETURN(a)		7.16	%		2.23	%		3.13	%		4.32	%		5.75	%(g)		11.66	%(e)
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets(b)		0.89	%(j)		0.89	%		0.89	%		0.89	%		0.89	%		0.89	%
Ratio of expenses to average net assets(c)		0.93	%(j)		1.05	%		1.00	%		1.02	%		1.12	%		1.09	%
Ratio of expense reductions to average net assets		–			–			–			–			–			–
Ratio of net investment income (loss) to average net assets(b)		5.71	%(j)		7.01	%		5.81	%		5.49	%		5.38	%		5.21	%
Ratio of net investment income (loss) to average net assets(c)		5.68	%(j)		6.85	%		5.70	%		5.35	%		5.16	%		5.01	%
Portfolio turnover rate		72	%		129	%		127	%		126	%(h)		105	%(h)		159	%(f)(h)
Number of shares outstanding at end of period (000’s)		39,090			34,144			31,963			25,743			17,195			12,302
Net assets at the end of period (000’s)	$	410,606		$	351,498		$	354,895		$	291,727		$	195,413		$	136,295

^(a) Total return is not annualized. It does include, if any, expense reimbursements and expense reductions. The effect of fees and charges incurred at the separate account level are not reflected in these performance figures. If such expenses had been included, the total return would have been lower for each period presented.

^(b) Includes expense reimbursements, but excludes expense reductions.

^(c) Excludes expense reimbursements and expense reductions.

^(d) The per share amounts are calculated using the average share method.

^(e) The Fund’s performance figure increased by 0.10% from a gain realized on the disposal of investments in violation of investment restrictions.

^(f) Portfolio turnover includes paydowns on securities. Previously, portfolio turnover was calculated prior to including paydowns on securities and was as follows:

Fund	2005
Strategic Bond	153	%

^(g) The Fund’s performance figure was increased by less than 0.01% from a reimbursement by an affiliate.

^(h) Portfolio turnover includes “to be announced” (“TBA”) transactions. Previously, portfolio turnover was calculated prior to including TBA transactions and was as follows:

Fund	2007		2006		2005
Strategic Bond	120	%	104	%	155	%

⁽ⁱ⁾ Unaudited

^(j) Annualized

134

VALIC Company II

APPROVAL OF ADVISORY AGREEMENTS (Unaudited)

Approval of Advisory Contracts — PineBridge Investments, LLC

PineBridge Investments, LLC (“PineBridge”), formerly known as AIG Global Investment Corp. (“AIGGIC”), serves as a subadviser to the Aggressive Growth Lifestyle Fund, Conservative Growth Lifestyle Fund, Core Bond Fund, International Small Cap Equity Fund, Moderate Growth Lifestyle Fund and the Strategic Bond Fund (each, a “PineBridge Fund” and together, the “PineBridge Funds”) pursuant to a subadvisory agreement between VALIC and PineBridge (the “Current PineBridge Subadvisory Agreement”).

On September 5, 2009, American International Group, Inc. (“AIG”) entered into an agreement to sell a portion of AIG Investments, including its interests in AIGGIC and Brazos, to Bridge Partners, L.P. (“Bridge”), a partnership formed by Pacific Century Group (“PCG”), an Asia-based private investment group (the “Transaction”). In preparation for the closing of the Transaction, AIG merged AIGGIC with and into PineBridge, a Delaware limited liability company, on December 31, 2009. PineBridge, as successor to AIGGIC, remains a registered investment adviser pursuant to the Investment Advisers Act of 1940. Upon the closing of the Transaction, PineBridge will become an indirect, wholly-owned subsidiary of Bridge.

The Transaction is expected to close in the first quarter of 2010, and is subject to the receipt of various regulatory approvals and consents and the satisfaction of other conditions to closing. The closing of the Transaction will result in an “assignment” of the existing Current PineBridge Subadvisory Agreement which, under the terms of the agreement and as required by law, will result in the automatic termination of the Current PineBridge Subadvisory Agreement.

At an in-person meeting on October 26-27, 2009, the Board of Trustees (the “Board”) of VC II, including the Trustees that are not interested persons of VC II, as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), approved a new subadvisory agreement between VALIC and PineBridge, with respect to the PineBridge Funds (each, a “New PineBridge Subadvisory Agreement”). The agreement is subject to approval by each PineBridge Fund’s respective shareholders, which was voted upon at a special meeting held on or about March 26, 2009 (“Special Meeting”).

To ensure uninterrupted subadvisory services during the period prior to the Special Meeting, the Board also approved, at the October 2009 meeting, an interim subadvisory agreement between VALIC and PineBridge, with respect to the PineBridge Funds (the “Interim PineBridge Subadvisory Agreement”). The Interim PineBridge Subadvisory Agreement was approved by the Board pursuant to Rule 15a-4 under the 1940 Act. The Interim PineBridge Subadvisory Agreement will go into effect upon the closing of the Transaction and will remain in effect, with respect to each PineBridge Fund, for 150 days or until the shareholders of such Fund approve the New PineBridge Subadvisory Agreement, whichever is earlier. The Current and Interim PineBridge Subadvisory Agreements are collectively referred to as the “PineBridge Subadvisory Agreements.”

In accordance with Section 15(c) of the 1940 Act, the Board requested, and VALIC and PineBridge provided, materials related to certain factors the Board considered in determining whether to approve each PineBridge Subadvisory Agreement. These materials included: (a) information concerning the Transaction; (b) information relating to the nature, extent and quality of services to be provided by PineBridge, including a discussion of the key personnel of PineBridge; (c) the investment performance of the PineBridge Funds compared to performance of comparable funds as selected by Lipper Inc. (“Lipper”), an independent third-party provider of investment company data (“Performance Group/Universe”), and against each Fund’s benchmarks; as well as performance information of funds and accounts managed by PineBridge with investment objectives similar to certain of the PineBridge Funds, as applicable; (d) fee and expense information of the PineBridge Funds, including the advisory fee and subadvisory fees charged in connection with VALIC’s and PineBridge’s management of the PineBridge Funds, compared to advisory fee rates and subadvisory fee rates of a group of funds with similar investment objectives (respectively, the “Expense Group/Universe” and the “Subadvised Expense Group/Universe”), as selected by Lipper; (e) information provided by PineBridge on fees and expenses of funds with similar investment objectives as certain of the PineBridge Funds; (f) the costs of services and the benefits potentially to be derived by PineBridge and its affiliates, including a discussion of any indirect benefits to PineBridge; (g) information regarding PineBridge’s compliance policies and procedures and its compliance and regulatory history; (h) a summary of brokerage and soft dollar practices; and (i) the terms of the PineBridge Subadvisory Agreements.

PCG and PineBridge representatives attended the meeting and confirmed that the personnel responsible for managing the day-to-day investments of the PineBridge Funds were not expected to change in the foreseeable future as a result of the Transaction and that the Transaction would not have a material effect on PineBridge’s ability to continue to manage the PineBridge Funds. In addition, the PCG representatives discussed PCG’s commitment to providing resources and support to PineBridge. In considering approval of the PineBridge Subadvisory Agreements, the Board also took into account information and materials that the Board had received and considered in connection with its recent approval of the renewal of the Current PineBridge Subadvisory Agreement in August 2009. That approval, on which the Board voted at an in-person meeting held on August 3-4, 2009, followed a lengthy process during which the Board considered a variety of factors, including, for example, the experience and qualification of PineBridge’s personnel, as the case may be, the PineBridge Funds’ performance and expenses, and the compliance program of PineBridge.

The Independent Trustees were separately represented by counsel that is independent of VALIC and its affiliates in connection with their consideration of approval of the PineBridge Subadvisory Agreements. The matters discussed below were also considered separately by the Independent Trustees in executive sessions during which such independent counsel provided guidance to the Independent Trustees.

In determining whether to approve the PineBridge Subadvisory Agreements, the Board, including the Independent Trustees, considered, among other factors, the following:

Nature, Extent and Quality of Services Provided by PineBridge. The Board, including the Independent Trustees, considered the nature, extent and quality of services to be provided to the PineBridge Funds by PineBridge. The Board reviewed information provided by PineBridge relating to its operations and personnel. The Board noted that PineBridge’s management of the PineBridge Funds is subject to the oversight of VALIC and the Board, and must be made in accordance with the investment objectives, policies and restrictions set forth in the PineBridge Funds’ prospectuses and statements of additional information. The Board considered information provided to it regarding the services to be provided by PineBridge, which would include investment management services such as investment research, advice and supervision, and determining which securities will be purchased or sold by a PineBridge Fund, subject to oversight and review by VALIC. The Board also noted that PineBridge (i) would provide VALIC with records concerning its activities, which VALIC or the PineBridge Funds are required to maintain; and (ii) would render regular reports to VALIC and to officers and Trustees of the Funds concerning its discharge of the foregoing responsibilities. The Board reviewed PineBridge’s history and investment experience as well as information regarding the qualifications, background and responsibilities of PineBridge investment and compliance personnel who provide services to the PineBridge Funds. The Board also reviewed PineBridge’s brokerage and soft dollar practices. The Board took into account its familiarity with PineBridge, as successor to AIGGIC, and AIGGIC’s operations through its service as subadviser to the PineBridge

135

VALIC Company II

APPROVAL OF ADVISORY AGREEMENTS (Unaudited) — (continued)

Funds over the years. The Board also considered information relating to the Transaction and representations from PCG, the proposed ultimate parent company of PineBridge, that PCG is committed to PineBridge as a long term investment and would devote sufficient resources to PineBridge. The Board also considered the financial condition of PineBridge, its current parent and its proposed parent, PCG. The Board also reviewed financial information and other reports from PineBridge and considered whether PineBridge would have the financial resources necessary to attract and retain high quality investment management personnel and to provide high quality services. In connection with its review, the Board received the consolidated financial statements of AIG and its subsidiaries, including PineBridge, for the year ended December 31, 2008. The Board also received pro forma financial information for Bridge.

The Board also took into account discussions with management indicating that the services to be provided by PineBridge would in all material respects be identical to the services that PineBridge is currently providing to the PineBridge Funds. In addition, the Board reviewed PineBridge’s history, structure, size, visibility and resources, which are needed to attract and retain highly qualified investment professionals, and considered the resources PineBridge was expected to have under its new ownership structure. The Board also reviewed the personnel that would be responsible for providing subadvisory services to the PineBridge Funds and considered that the key investment personnel at PineBridge that were responsible for managing each Fund would continue to manage the Fund as portfolio managers at PineBridge. The Board also considered that certain other key personnel of PineBridge and Brazos would continue with PineBridge and that PCG anticipated providing resources and support while allowing PineBridge to manage and direct its own day-to-day operations.

The Board also reviewed PineBridge’s compliance program and personnel. The Board took into account that such compliance policies and procedures were expected to continue following the close of the Transaction. It also considered PineBridge’s regulatory history, including information regarding whether it was currently involved in any regulatory actions or investigations as well as material litigation. The Board concluded that there was no information provided to the Board that would have a material adverse effect on PineBridge’s ability to continue to provide services to the PineBridge Funds.

The Board concluded that the nature, extent and quality of the advisory services to be provided by PineBridge under the PineBridge Subadvisory Agreements were expected to be satisfactory and that there was a reasonable basis on which to conclude that PineBridge would continue to provide a high quality of investment services to the PineBridge Funds.

Investment Performance. The Board, including the Independent Trustees, considered the investment performance of PineBridge. In connection with its review, the Board received information prepared by PineBridge regarding the performance information of two retail funds subadvised by PineBridge whose investment objectives are similar to those of the International Small Cap Equity Fund and the Strategic Bond Fund, respectively. The Board noted that the performance of these comparable funds was similar to the performance of the International Small Cap Equity Fund and the Strategic Bond Fund, with the exception of the three-year period ended September 30, 2009, where the performance of the comparable fund to the International Small Cap Equity Fund outperformed the PineBridge Fund. The Board took into account management’s discussion of the reasons for such difference in performance for that period. The Board did not review comparisons of performance information for the remaining PineBridge Funds as PineBridge reported that they did not act as the subadviser to any other registered investment companies or other accounts with investment objectives similar to that of the remaining PineBridge Funds. The Board also reviewed certain composite performance information relating to PineBridge’s institutional small-cap equity mandates.

The Board also reviewed Lipper reports that compare the PineBridge Funds’ investment performance to their respective Lipper benchmarks and Performance Groups/Universes, which reports were prepared in connection with the annual approval of the Current PineBridge Subadvisory Agreement at the August 3-4, 2009 in-person meeting of the Board. The Board also considered information comparing each PineBridge Fund’s performance to that of its respective benchmark. It was noted that performance information provided by Lipper was for the period ended April 30, 2009 and that benchmark information presented by management was through the period ended August 31, 2009. The Board also considered quarterly performance updates and analyses provided by management.

• Aggressive Growth Lifestyle Fund. The Board considered that the Fund’s performance was below the median of its Performance Universe and that it underperformed the Lipper VUF Global Core Index for the one- and three-year periods but was above the median and outperformed the Lipper Index for the five-year period. The Board also noted that the Fund outperformed its blended benchmark for the one-, three-, and five-year periods. The Board took into account management’s discussion of the Fund’s performance, including the effect of the peer universe chosen for comparison on the Fund’s rankings. The Board concluded that the Fund’s performance has been satisfactory in light of all factors considered.

• Conservative Growth Lifestyle Fund. The Board considered that the Fund’s performance was in line with or above the medians of its Performance Group/Universe and outperformed the Lipper VUF Mixed Asset Target Allocation Conservative Index for the one- and five-year periods and trailed the medians of its Performance Group/Universe and underperformed the Lipper Index for the three-year period. The Board noted that the Fund underperformed its blended benchmark for the one- and three-year periods and outperformed its blended benchmark for the five-year period. The Board concluded that the Fund’s performance was satisfactory in light of all factors considered.

• Core Bond Fund. The Board considered that the Fund’s performance was at the median of its Performance Group for the three- and five-year periods and was below the median for the one-year period. The Board considered that the Fund was below the median of its Performance Universe for the one-, three- and five-year periods. The Board also noted that the Fund underperformed the Lipper VUF Corporate A-Rated Bond Index and its benchmark for the one-, three- and five-year periods. The Board took into account management’s discussion of the Fund’s performance, recent changes to the Fund’s investment strategy, and its continued monitoring of the Fund and concluded that management is taking appropriate action with respect to the Fund.

• International Small Cap Equity Fund. The Board considered that the Fund’s performance was at or above the medians of its Performance Group/Universe and the Lipper VUF International Core Index for the one- and five-year periods but that it was below the median and that it underperformed the Lipper Index for the three-year period. The Board took into consideration management’s discussion of the Fund’s performance, including that Lipper’s comparative Index focused on international multi-cap growth funds and not on international small-cap core funds. Management further noted that the Fund underperformed its benchmark for the one-year period and outperformed the benchmark for the three- and five-year periods. The Board concluded that the Fund’s performance was satisfactory in light of all factors considered.

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• Moderate Growth Lifestyle Fund. The Board considered that the Fund’s performance was below the medians of its Performance Group/Universe for the one- and three-year periods and was above the medians for the five-year period. The Board also considered that the Fund outperformed the Lipper VUF Mixed-Asset Target Allocation Moderate Index for the one-, three-, and five-year periods. In addition, the Board noted that the Fund outperformed its blended benchmark for the one-, three-, and five-year periods. The Board took into account management’s discussion of the Fund’s performance, including with respect to its peer group. The Board concluded that the Fund’s performance has been satisfactory in light of all factors considered.

• Strategic Bond Fund. The Board considered that the Fund’s performance was below the medians of its Performance Group/ Universe and the Lipper VUF General Bond Index for the one- and three-year periods, and was at or above the medians for the five-year period. In addition, the Board considered that the Fund underperformed its benchmark for the one- and three-year periods and outperformed the benchmark for the five-year period. The Board took into account management’s discussion of the Fund’s performance, including with respect to the Fund’s performance over the longer term. The Board noted that management was closely monitoring the Fund. The Board concluded that the Fund’s overall performance was satisfactory and that the Fund’s shorter term performance was being addressed.

Consideration of the Subadvisory Fees and of the Cost of the Services and Profits to be Realized by PineBridge and its Affiliates from the Relationship with the Funds. The Board, including the Independent Trustees, received and reviewed information regarding the fees to be paid by VALIC to PineBridge pursuant to the PineBridge Subadvisory Agreements. The Board noted that the proposed subadvisory fees to be paid under the PineBridge Subadvisory Agreements to PineBridge are identical to or lower than the subadvisory fees paid to PineBridge under the Current PineBridge Subadvisory Agreement. The Board also considered that the subadvisory fees are paid by VALIC out of its advisory fees it receives from the PineBridge Funds and is not paid by the PineBridge Funds. The Board also noted that VALIC annually waives a portion of its advisory fee and/or reimburses the expenses of certain of the PineBridge Funds.

To assist in analyzing the reasonableness of the subadvisory fees under the PineBridge Subadvisory Agreements, which are identical to or lower than the subadvisory fees of the Current PineBridge Subadvisory Agreement, the Board reviewed the Lipper report referenced above, as well as other information provided at the August 3-4, 2009 Board meeting in connection with the annual renewal of the PineBridge Funds’ Current PineBridge Subadvisory Agreement. The Lipper report included, among other data, information provided by Lipper regarding each PineBridge Fund’s advisory and subadvisory fees, and other expenses compared against the expenses and fees of the funds in its Expense Group/Universe and Subadvised Expense Group/Universe, where applicable. In considering such information, the Board considered that subadvisory fees may vary widely within the Subadvised Expense Group/Universe for various reasons, including market pricing demands, existing relationships, experience and success, and individual client needs. In addition, the Board took into account the fees PineBridge charged to other funds with similar investment strategies as certain of the PineBridge Funds, as applicable, as well as certain comparable composite accounts, and considered these fee comparisons in light of the differences in managing the different types of accounts. The Board also considered the amount of subadvisory fees paid out by VALIC and the amount of the advisory fees that it retained. In addition, the Board noted that the management fees to be paid by the PineBridge Funds would not be changing, except that with respect to those PineBridge Funds for which subadvisory fees were being reduced through the implementation of breakpoints under the New PineBridge Subadvisory Agreement, a corresponding reduction in the advisory fees payable by the PineBridge Funds to VALIC would be implemented.

The Board concluded that the proposed subadvisory fee for each PineBridge Fund is fair and reasonable in light of the usual and customary charges made for services of the same nature and quality and the other factors considered.

The Board was provided information related to the cost of services and profits to be realized by PineBridge and its affiliates in connection with the PineBridge Subadvisory Agreements. The Board further considered whether there were any collateral or “fall-out” benefits that PineBridge and its affiliates may derive as a result of their relationship with the PineBridge Funds. The Board noted that PineBridge believes that any such benefits would be de minimis and would not impact the reasonableness of the subadvisory fees.

Because the subadvisory fees would not be changing, or would be less than, the subadvisory fees under the Current PineBridge Subadvisory Agreement and because the subadvisory fees paid pursuant to the PineBridge Subadvisory Agreements would be paid by VALIC out of the advisory fees that VALIC receives from the PineBridge Funds under the Advisory Agreements, the profitability to PineBridge from its relationship with the PineBridge Funds was not a material factor in the Board’s deliberations.

Economies of Scale. For similar reasons as stated above with respect to PineBridge’s profitability, the potential for economies of scale in PineBridge’s management of the PineBridge Funds was a less relevant factor in the Board’s approval of the PineBridge Subadvisory Agreements, although it was noted that most of the PineBridge Funds will have breakpoints at the subadvisory fee level. In addition, the Board noted that with respect to those PineBridge Funds for which subadvisory fees were being reduced through the implementation of breakpoints under the PineBridge Subadvisory Agreements, a corresponding reduction in the advisory fees payable by the PineBridge Funds to VALIC would be implemented.

Terms of the PineBridge Subadvisory Agreements. The Board reviewed the terms of the PineBridge Subadvisory Agreements, including the duties and responsibilities to be undertaken by PineBridge. It was noted that the terms of the New PineBridge Subadvisory Agreement are substantially similar to the terms of the Current PineBridge Subadvisory Agreement except for (a) the effective dates and termination dates, (b) the language pertaining to the indemnification of VALIC by PineBridge, (c) the addition of certain provisions in the PineBridge Subadvisory Agreement to clarify the obligations of PineBridge and (d) the addition of breakpoints to the subadvisory fee for certain of the PineBridge Funds. The Board considered the initial term of the Interim PineBridge Subadvisory Agreement and noted that the agreements would continue for a period of 150 days or until the shareholders of each of the PineBridge Funds listed therein approve their respective New PineBridge Subadvisory Agreement, whichever is longer. The Board concluded that the terms of each of the PineBridge Subadvisory Agreement were reasonable.

Conclusion. In reaching its decision to approve the PineBridge Subadvisory Agreements, the Board did not identify any single factor as being controlling, but based its recommendation on each of the factors it considered and each Director/Trustee may have contributed different weight to the various factors. Based upon the materials it reviewed, the representations made to it, the considerations described above, and their deliberations, the Board, including the Independent Trustees, concluded that PineBridge possesses the capability and resources to perform the duties required of it under the PineBridge Subadvisory Agreements. Further, based upon its review of the PineBridge Subadvisory Agreement, the materials provided, and the considerations described above, the Board, including the Independent Trustees, concluded that the terms of the PineBridge Subadvisory Agreements are fair and reasonable and that it was in the best interests of each of the Funds and its respective shareholders to approve the New PineBridge

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APPROVAL OF ADVISORY AGREEMENTS (Unaudited) — (continued)

Subadvisory Agreement. Accordingly, the Board, including the Independent Trustees, unanimously approved, and recommends that shareholders of the PineBridge Funds approve the New PineBridge Subadvisory Agreement.

Approval of Advisory Contracts — SunAmerica Asset Management Corp.

PineBridge Investments, LLC (“PineBridge”), through its predecessor AIG Global Investment Corp. (“AIGGIC”), served as a subadviser to the Socially Responsible Fund (the “Socially Responsible Fund”) pursuant to a subadvisory agreement between VALIC and PineBridge (each, a “Prior PineBridge Subadvisory Agreement” and together, the “Prior PineBridge Subadvisory Agreement”).

At the October 26-27, 2009 meeting, the Boards of Trustees (the “Board”) of VC II, including the Trustees that are not interested persons of VC II, as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”) determined to terminate the Prior PineBridge Subadvisory Agreement effective as of the close of business on November 30, 2009. The Board approved a new subadvisory agreement with respect to the Socially Responsible Fund between VALIC and SunAmerica Asset Management Corp. (“SunAmerica”), a Delaware corporation and a registered investment adviser pursuant to the Investment Advisers Act of 1940, as amended (the “New SunAmerica Subadvisory Agreement”). These agreements are subject to approval by the shareholders of the Socially Responsible Fund, which will be voted upon at a special meeting to be held on or about March 26, 2009 (“Special Meeting”).

To ensure uninterrupted subadvisory services during the period prior to the Special Meeting, the Board also approved, at the October meeting, an interim subadvisory agreement between VALIC and SunAmerica, with respect to the Socially Responsible Fund (the “Interim SunAmerica Subadvisory Agreement”). The Interim SunAmerica Subadvisory Agreement was approved by the Board pursuant to Rule 15a-4 under the 1940 Act. The Interim SunAmerica Subadvisory Agreement went into effect on December 1, 2009 and will remain in effect, with respect to the Socially Responsible Fund, until April 29, 2010 or until the shareholders of the Fund approve the New SunAmerica Subadvisory Agreement, whichever is earlier. The New and Interim SunAmerica Subadvisory Agreements are collectively referred to as the “SunAmerica Subadvisory Agreements.”

Discussion of Factors. In accordance with Section 15(c) of the 1940 Act, the Board requested, and VALIC and SunAmerica provided, materials related to certain factors the Board considered in determining to approve each SunAmerica Subadvisory Agreement. Those materials included: (a) information relating to the nature, extent and quality of services to be provided by SunAmerica, including a discussion of the key personnel of SunAmerica; (b) the investment performance of the Socially Responsible Fund compared to performance of comparable funds as selected by Lipper, an independent third-party provider of investment company data (“Performance Group/Universe”) and against each Fund’s benchmarks; (c) fee and expense information of the Socially Responsible Fund, including the advisory fee and subadvisory fees charged in connection with VALIC’s and SunAmerica’s management of the Socially Responsible Fund, compared to advisory fee rates and subadvisory fee rates of a group of funds with similar investment objectives (respectively, the “Expense Group/Universe” and the “Subadvised Expense Group/Universe”), as selected by Lipper; (d) information provided by SunAmerica on fees and expenses of funds with similar investment objectives as certain of the Socially Responsible Fund; (e) the costs of services and the benefits potentially to be derived by SunAmerica and its affiliates, including a discussion of any indirect benefits to SunAmerica; (f) whether the Fund will benefit from possible economies of scale from engaging SunAmerica; (g) information regarding SunAmerica’s compliance policies and procedures and its compliance and regulatory history; (h) a summary of brokerage and soft dollar practices; and (i) the terms of the SunAmerica Subadvisory Agreements.

SunAmerica representatives also attended the meeting and discussed the services to be provided under the SunAmerica Subadvisory Agreements. In considering approval of the SunAmerica Subadvisory Agreements, the Board also took into account information and materials that the Board had received and considered in connection with its recent approval of the renewal of SunAmerica as subadviser to other VALIC Company I (“VC I”) and VC II funds. That approval, on which the Board voted at an in-person meeting held on August 3-4, 2009, followed a lengthy process during which the Board considered a variety of factors, including, for example, the experience and qualification of SunAmerica’s personnel, and SunAmerica’s compliance program.

The Independent Trustees were separately represented by counsel that is independent of VALIC and its affiliates in connection with their consideration of approval of the SunAmerica Subadvisory Agreements. The matters discussed below were also considered separately by the Independent Directors in executive sessions during which such independent counsel provided guidance to the Independent Trustees.

In determining whether to approve each SunAmerica Subadvisory Agreement, the Board, including the Independent Trustees, considered, among other factors, the following:

Nature, Extent and Quality of Services. The Board, including the Independent Trustees, considered the nature, quality and extent of services to be provided to the Socially Responsible Fund by SunAmerica. The Board reviewed information provided by SunAmerica relating to its operations and personnel. The Board noted that SunAmerica’s management of the Fund is subject to the oversight of VALIC and the Board, and must be made in accordance with the investment objectives, policies and restrictions set forth in the Socially Responsible Fund’s prospectus and statement of additional information. The Board considered information provided to it regarding the services to be provided by SunAmerica, which would include investment management services such as investment research, advice and supervision, and determining which securities will be purchased or sold by a Socially Responsible Fund, subject to oversight and review by VALIC. The Board also noted that SunAmerica (i) would provide VALIC with records concerning its activities, which VALIC or the Socially Responsible Fund are required to maintain; and (ii) would render regular reports to VALIC and to officers and directors of the Socially Responsible Fund concerning its discharge of the foregoing responsibilities. The Board reviewed SunAmerica’s history and investment experience as well as information regarding the qualifications, background and responsibilities of SunAmerica investment and compliance personnel who would provide services to the Socially Responsible Fund. The Board also reviewed SunAmerica’s brokerage practices. The Board took into account its familiarity with SunAmerica and its operations through SunAmerica’s service as administrator to the Socially Responsible Fund and the rest of the VC I and VC II funds and as subadviser to certain other VC I and VC II funds over the years. The Board also considered SunAmerica’s relationship with its affiliates, including VALIC, as well as any potential conflicts of interest. The Board also took into account the financial condition of SunAmerica and its affiliates and considered whether SunAmerica would have the financial resources necessary to attract and retain high quality investment management personnel and to provide high quality services. In connection with its review, the Board received the consolidated financial statements of AIG and its subsidiaries, including SunAmerica, for the year ended December 31, 2008.

The Board considered that the SunAmerica portfolio manager who would serve as the team coordinator for the Socially Responsible Fund formerly provided equity derivative and passive trading support to PineBridge’s traditional and enhanced equity products, including the Socially Responsible Fund.

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APPROVAL OF ADVISORY AGREEMENTS (Unaudited) — (continued)

The Board also reviewed SunAmerica’s compliance program and personnel. It also considered SunAmerica’s regulatory history, including information regarding whether it was currently involved in any regulatory actions or investigations as well as material litigation. The Board concluded that there was no information provided to the Board that would have a material adverse effect on SunAmerica’s ability to provide services to the Fund.

The Board concluded that the nature, extent and quality of the advisory services to be provided by SunAmerica were expected to be satisfactory and that there was a reasonable basis on which to conclude that SunAmerica would provide a high quality of investment services to the Fund.

Investment Performance. The Board received and reviewed information prepared by management and by Lipper regarding the Fund’s investment performance compared against its benchmark and its Performance Groups/Universes.

The Board also reviewed Lipper reports that compared the Socially Responsible Fund’s investment performance with its respective benchmarks and Performance Groups/Universes, which reports were prepared in connection with the annual approval of the advisory contracts at the August 3-4, 2009 in-person meeting of the Board. The Board also considered quarterly performance updates and analyses provided by management. The Board also considered information comparing the Socially Responsible Fund’s performance to that of its respective benchmark. It was noted that performance information provided by Lipper was for the period ended April 30, 2009 and that benchmark information presented by management was through the period ended August 31, 2009.

The Board noted that the Socially Responsible Fund’s performance was below the medians of its Performance Group/Universe for the one- and five-year periods and was above the medians for the three-year period. The Board also noted that the Fund underperformed for Lipper VUF Large Cap Core Index the one-, three- and five-year periods. In addition, the Board noted that the Fund underperformed the benchmark for the one-year period and outperformed the benchmark for the three- and five-year periods. The Board took into consideration management’s discussion of its peer group and index noting the social criteria to which the Fund must adhere and concluded that the Fund’s performance was satisfactory in light of all factors considered.

Consideration of the Subadvisory Fees and of the Cost of the Services and Profits to be Realized by SunAmerica and its Affiliates from the Relationship with the Fund. The Board, including the Independent Trustees, received and reviewed information regarding the fees to be paid by VALIC to SunAmerica pursuant to the SunAmerica Subadvisory Agreements. The Board noted that the proposed subadvisory fees to be paid under the SunAmerica Subadvisory Agreements to SunAmerica are identical to or lower than the subadvisory fees paid to PineBridge under the Prior PineBridge Subadvisory Agreement. The Board also considered that the subadvisory fees are paid by VALIC out of its advisory fees it receives from the Socially Responsible Fund and is not paid by the Socially Responsible Fund. The Board also noted that VALIC annually waives a portion of its advisory fee and/or reimburses the expenses of certain VC I and VC II Funds.

To assist in analyzing the reasonableness of the subadvisory fees under the SunAmerica Subadvisory Agreements, which are identical to or lower than the subadvisory fees of the Prior PineBridge Subadvisory Agreement, the Board reviewed the Lipper report referenced above, as well as other information provided at the August 3-4, 2009 Board meeting in connection with the annual renewal of the Prior PineBridge Subadvisory Agreement. The Lipper report included, among other data, information provided by Lipper regarding the Socially Responsible Fund’s advisory and subadvisory fees, and other expenses compared against the expenses and fees of the funds in its Expense Group/Universe and Subadvised Expense Group/Universe, where applicable. In considering such information, the Board considered that subadvisory fees may vary widely within the Subadvised Expense Group/Universe for various reasons, including market pricing demands, existing relationships, experience and success, and individual client needs.

The Board also considered the affiliation of SunAmerica with VALIC, noting any potential conflicts of interest. The Board considered that the proposed subadvisory fee rates with respect to the Socially Responsible Fund included breakpoints whereas the subadvisory fee rates payable to PineBridge did not include breakpoints, thereby lowering the effective subadvisory fee rate at higher asset levels. The Board also considered the amount of subadvisory fees paid out by VALIC and the amount of the advisory fees that it retained. The Board also considered that VALIC had agreed to implement breakpoints to the advisory fee rate with respect to the Socially Responsible Fund, which breakpoints were at the same asset levels as the subadvisory fee rates. The Board considered that VALIC would not retain any more or any less of its advisory fee upon the effectiveness of the fee changes. In addition, the Board considered that while VALIC would not retain any more of its advisory fee as a result of SunAmerica serving as a subadviser, VALIC and SunAmerica, as affiliated entities, would earn more than the amount that VALIC would retain if PineBridge served as subadviser, since PineBridge in the future may not be an affiliated entity of VALIC.

The Board concluded that the proposed subadvisory fee for the Socially Responsible Fund is fair and reasonable in light of the usual and customary charges made for services of the same nature and quality and the other factors considered.

The Board was provided information related to the cost of services and profits realized by SunAmerica and its affiliates in connection with the SunAmerica Subadvisory Agreements. The Board further considered whether there were any collateral or “fall-out” benefits that SunAmerica and its affiliates may derive as a result of their relationship with the Socially Responsible Fund. The Board considered the costs that are borne by the Socially Responsible Fund. For its services, VALIC receives a fee, payable monthly from each Fund in an amount that is calculated as a percentage of the average daily net assets of the respective Fund. It was noted that VALIC reviewed a number of factors in determining appropriate fee levels for the Fund as well as the fee VALIC would pay SunAmerica. Such factors include review of (1) style class peers primarily within the variable annuity and qualified plan universe; (2) key competitor analysis; (3) clone fund analysis; (4) product suitability; and (5) special considerations such as competitor sub-account characteristics, uniqueness of the product and prestige of the manager.

In considering the profitability to VALIC and its affiliates in connection with their relationship with the Fund, the Board reviewed information provided by VALIC setting forth the revenues and other benefits, both direct and indirect, received by VALIC and its affiliates attributable to managing each Fund, the cost of providing such services and the resulting profitability to VALIC and its affiliates from these relationships. The Board also considered VALIC’s profitability on each Fund. In addition, the Board considered the profitability of SunAmerica in its role as the administrator of the VC I and VC II Funds and as subadviser to certain other funds in VC I and VC II. The Board concluded that the profitability to VALIC and its affiliates from their relationship with the Fund was reasonable.

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APPROVAL OF ADVISORY AGREEMENTS (Unaudited) — (continued)

Because the subadvisory fees would not be changing, or would be less than, the subadvisory fees under the Prior PineBridge Agreements and because the subadvisory fees paid pursuant to the SunAmerica Subadvisory Agreements would be paid by VALIC out of the advisory fees that VALIC receives from the Socially Responsible Fund under the Advisory Agreements, the profitability to SunAmerica from its relationship with the Socially Responsible Fund was not a material factor in the Board’s deliberations.

Economies of Scale. The Board noted that the advisory fee rate and subadvisory fee rates payable to VALIC and SunAmerica with respect to each Fund contains breakpoints, which allows the Fund to participate in any economies of scale. The Board took into account management’s discussion of the Fund’s advisory fee and subadvisory fee structure noting that breakpoints were being added for the Fund under the SunAmerica Subadvisory Agreements. In addition, the Board noted the corresponding reduction in the advisory fees payable by the Socially Responsible Fund to VALIC.

For similar reasons as stated above with respect to SunAmerica’s profitability, the Board concluded that the potential for economies of scale in SunAmerica’s management of the Fund was a less relevant factor in the approval of the SunAmerica Subadvisory Agreements, although it was noted that the Fund has breakpoints at the advisory and subadvisory fee levels.

Terms of the SunAmerica Subadvisory Agreements. The Board reviewed the terms of the SunAmerica Subadvisory Agreements, including the duties and responsibilities to be undertaken by SunAmerica. The Board also reviewed the terms of payment for services rendered by SunAmerica and noted that VALIC would compensate SunAmerica out of the advisory fees it receives from the Fund. The Board noted that the SunAmerica Subadvisory Agreements provide that SunAmerica will pay all of its own expenses in connection with the performance of its duties as well as the cost of maintaining the staff and personnel as necessary for it to perform its obligations. It was noted that the terms of the New SunAmerica Subadvisory Agreement are substantially similar to the terms of the Prior PineBridge Subadvisory Agreement, except for (a) the effective dates and termination dates, (b) the addition of breakpoints for the Socially Responsible Fund, (c) the language pertaining to the indemnification of VALIC by SunAmerica and (d) the addition of certain provisions regarding the obligations of SunAmerica. The Board considered the initial term of the Interim SunAmerica Subadvisory Agreement and noted that the Agreement would continue for a period of 150 days or until the shareholders of the Fund approve the Agreement, whichever is longer. The Board concluded that the terms of each of the SunAmerica Subadvisory Agreements were reasonable.

Conclusions. In reaching its decision to approve the SunAmerica Subadvisory Agreements, the Board did not identify any single factor as being controlling, but based its recommendation on each of the factors it considered and each Trustee may have contributed different weight to the various factors. Based upon the materials it reviewed, the representations made to it, the considerations described above, and as part of their deliberations, the Board, including the Independent Trustees, concluded that SunAmerica possesses the capability and resources to perform the duties required of it under the SunAmerica Subadvisory Agreements.

Further, based upon its review of the SunAmerica Subadvisory Agreements, the materials provided, and the considerations described above, the Board, including the Independent Trustees, concluded that the terms of the SunAmerica Subadvisory Agreements are reasonable and fair and that it was in the best interests of the Fund and its shareholders to approve the New SunAmerica Subadvisory Agreement. Accordingly, the Board, including the Independent Trustees, unanimously approved, and recommends that shareholders of the Socially Responsible Fund approve the New SunAmerica Subadvisory Agreement for the Socially Responsible Fund.

Approval of Advisory Contracts — Metropolitan West Capital Management, LLC and SunAmerica

At a meeting held on October 26-27, 2009, the Board of Trustees (the “Board”) of VALIC Company II (“VC II”), including the Trustees that are not interested persons of VC II, as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”) approved new investment sub-advisory agreements between VALIC and each of SunAmerica Asset Management Corp. (“SunAmerica”) (the “SunAmerica Subadvisory Agreement”) and Metropolitan West Capital Management, LLC (“MetWest Capital”) (the “MetWest Subadvisory Agreement”) with respect to the Fund. The Board considered that SunAmerica and MetWest would be added as co-sub-advisers of the Fund and would join JPMorgan Investment Advisers Inc. (“JPMIA”), the current sub-adviser responsible for the day-to-day management of the Fund. The SunAmerica Subadvisory Agreement and the MetWest Subadvisory Agreement are collectively referred to as the “Subadvisory Agreements.”

The Board received materials relating to certain factors the Board considered in determining to approve the Subadvisory Agreements. Those factors included: (1) the nature, extent and quality of services to be provided by SunAmerica and MetWest Capital; (2) SunAmerica’s and MetWest Capital’s sub-advisory fee rate compared to the sub-advisory fee rates of a peer group of funds with similar investment objectives (“Subadvisory Expense Group”), as selected by an independent third-party provider of investment company data; (3) the investment performance of the Fund compared to performance of comparable funds in its Morningstar Small Value category (“Performance Group”) and against the Fund’s current benchmark, the Russell 2000^® Value Index (“Benchmark”) and the investment performance of comparable funds managed by SunAmerica and MetWest Capital against the Performance Group, Benchmark and the Fund’s performance; (4) the costs of services and the benefits potentially to be derived by SunAmerica and MetWest Capital, (5) whether the Fund will benefit from possible economies of scale by engaging SunAmerica and MetWest Capital as sub-advisers; (6) the profitability of VALIC, SunAmerica and MetWest Capital; and (7) the terms of the Subadvisory Agreements.

The Independent Trustees were separately represented by counsel that is independent of VALIC in connection with their consideration of the approval of the Subadvisory Agreements. The matters discussed below were also considered separately by the Independent Trustees in executive session.

Nature, Extent and Quality of Services. The Board considered the nature, extent and quality of services to be provided to the Fund by SunAmerica and MetWest Capital. The Board also considered that SunAmerica’s and MetWest Capital’s management of the Fund is subject to the oversight of VALIC and the Board, and the Fund must be managed in accordance with the investment objectives, policies and restrictions set forth in the Fund’s prospectus and statement of additional information. The Board noted that the proposed addition of SunAmerica and MetWest Capital as sub-advisers would not result in any modifications to the Fund’s investment objective or principal investment strategies. The Board considered information provided to them regarding the services to be provided by SunAmerica and MetWest Capital. In this regard, the Board took into account its familiarity with SunAmerica and its operations through SunAmerica’s service as administrator to VC I and to VC II and as sub-adviser to certain other funds in the VALIC complex. The Board also took into account its familiarity with Evergreen Investment Management Company, LLC, the parent company of MetWest Capital and a sub-adviser to other funds in the VALIC complex. The Board also took into consideration the size of the Fund and the ability of each sub-adviser to continue manage a portion of the Fund’s assets as the Fund’s assets grow.

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APPROVAL OF ADVISORY AGREEMENTS (Unaudited) — (continued)

The Board considered the qualifications, background and responsibilities of SunAmerica’s and MetWest Capital’s investment and compliance personnel who would be responsible for providing investment management services to the Fund. The Board also took into account the financial condition of SunAmerica and MetWest Capital and their respective affiliates.

The Board, including a majority of the Independent Trustees, concluded that the scope and quality of advisory services to be provided by SunAmerica and MetWest Capital under their respective Subadvisory Agreements would be satisfactory.

Fees and Expenses; Investment Performance. The Board received and reviewed information regarding the Fund’s sub-advisory fee rates compared against the Subadvisor Expense Group. The Board noted that the Fund’s sub-advisory fees were currently below the median of its Subadvisory Expense Group but would likely increase following the addition of SunAmerica and MetWest Capital such that the aggregate sub-advisory fee rate payable to the three sub-advisers would be at the median. The Board also considered the affiliation of SunAmerica with VALIC, noting any potential conflicts of interest. The Board took into account that the sub-advisory fee rate payable to SunAmerica is identical to the sub-advisory fee rate payable to JPMIA and is below the median of its Subadvisory Expense Group while the sub-advisory fee rate payable to MetWest Capital is higher than JPMIA’s sub-advisory fee rate and is above the median of its Subadvisory Expense Group. It was noted that VALIC would retain less of its advisory fees with the addition of the new sub-advisers. The Board considered that while VALIC would retain less of its advisory fee if SunAmerica and MetWest serve as sub-advisers, VALIC and SunAmerica, as affiliated entities, would earn more than the amount that VALIC currently retains as adviser. The Board also considered that the sub-advisory fees are paid by VALIC out of the advisory fees it receives from the Fund and that the sub-advisory fees are not paid by the Fund. The Board concluded that the sub-advisory fees for the Fund are fair and reasonable in light of the usual and customary charges made for services of the same nature and quality and the other factors considered.

The Trustees also considered the performance of the Fund as compared to its Performance Group and Benchmark. It was noted that Fund underperformed its Peer Group for the one- and three-year periods and for the year-to-date period through August 31, 2009 and underperformed its Benchmark for the one-year period. In addition, it was noted that the Fund outperformed the Benchmark for the year-to-date and three-year periods. The Trustees also noted the performance of comparable funds managed by SunAmerica and MetWest Capital for the same periods compared against the Performance Group, Benchmark and the Fund. The Trustees also considered the hypothetical performance of the Fund if all three sub-advisers had been managing the Fund for the periods indicated.

The Trustees also noted that they review on a regular basis detailed information about the Fund’s performance results and investment strategy. The Board concluded that the addition of SunAmerica and MetWest Capital could improve the Fund’s performance and provide more consistent returns versus the Fund’s Performance Group and Benchmark.

Cost of Services and Benefits Derived and Profitability/Economies of Scale. The Board was provided information related to the cost of services and benefits derived in connection with the Subadvisory Agreements. It was noted that the Fund pays SunAmerica an annual fee of 0.07% based on the Fund’s average daily net assets, for the provision of certain accounting and administrative services. Out of the fee SunAmerica receives from the Funds, SunAmerica compensates VALIC for certain administrative services (0.02%) and the Fund’s custodian, State Street for calculation of the daily net asset value (0.01%). Management reported that it believed that any indirect costs are inconsequential to the analysis of the adequacy of the advisory and sub-advisory fees and that any collateral benefits derived as a result of providing advisory services to the Fund are de minimis.

The Board considered information provided by management with respect to SunAmerica and its affiliates’ profitability from their relationship with the Fund. It was noted that in addition to its role as sub-adviser, SunAmerica serves as administrator to the VC I and VC II funds, including the Fund.

Because sub-advisory fees are paid by VALIC and not by the Fund, the Trustees determined that the costs of the services to be provided by SunAmerica and MetWest Capital and the profitability to SunAmerica and MetWest Capital from their relationship with the Fund was not a material factor in their deliberations with respect to consideration of approval of the Subadvisory Agreements. For similar reasons, the Board also concluded that the potential for economies of scale in SunAmerica’s and MetWest Capital’s management of the Fund was not a material factor in approving the Subadvisory Agreements, although it was noted that the Fund’s advisory and sub-advisory fee rates contain breakpoints.

Terms of the Subadvisory Agreements. The Board reviewed the terms of the Subadvisory Agreements, including the duties and responsibilities undertaken by SunAmerica and MetWest Capital. It also noted the material differences between the terms of the Subadvisory Agreements and the JPMIA Subadvisory Agreement. The Board concluded that the terms of the Subadvisory Agreements were reasonable.

Conclusions. In reaching its decision to approve the Subadvisory Agreements, the Board did not identify any single factor as being controlling, but based its recommendation on each of the factors it considered. Each Trustee may have contributed different weight to the various factors. Based upon the materials it reviewed, the representations made to it, the considerations described above, and their deliberations, the Board, including the Independent Trustees, concluded that it was in the best interests of the Fund and its shareholders to approve the Subadvisory Agreements.

Approval of Advisory Contracts — Invesco Advisors, Inc. and Invesco Asset Management Ltd.

At an in-person meeting held on October 26-27, 2009, the Board of Trustees (the “Board”), including the Trustees that are not interested persons of VC II, as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), approved an amendment to the Investment Advisory Agreement between The Variable Annuity Life Insurance Company (“VALIC”) and VC II, which reduces the advisory fee rate payable to VALIC from the Fund (“Advisory Agreement”), an amendment to the investment sub-advisory agreement with Invesco Advisors, Inc., a successor in interest to Invesco Aim Capital Management, Inc. (“Invesco” or “Sub-Adviser”) that adds Invesco Advisors as a sub-adviser of the Fund and a new investment sub-sub-advisory agreement with Invesco Aim Management, Ltd. (“IAML” or “Sub-Sub-Adviser”) that adds IAML as a sub-sub-adviser to the Fund (the “IAML Sub-Subadvisory Agreement”).

The Invesco Subadvisory Agreement and IAML Sub-Subadvisory Agreement were approved for an initial two-year term. It was noted PineBridge Investments, LLC (“PineBridge”), the successor to AIG Global Investment Corp. (“AIGGIC”), the current sub-adviser responsible for the day-to-day management of the Fund, would continue to manage a potion of the Fund’s assets.

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APPROVAL OF ADVISORY AGREEMENTS (Unaudited) — (continued)

The Invesco Subadvisory Agreement and the IAML Sub-Subadvisory Agreement are collectively referred to as the “Subadvisory Agreements,” and together with the Advisory Agreements, the “Advisory Contracts.” Invesco Advisors and IAML are collectively referred to as the “Sub-advisers.”

Discussion of Factors. In connection with the approval of the Advisory Contracts, the Board received materials related to certain factors the Board considered in determining to approve the Advisory Contracts. Those factors included: (1) the nature, extent and quality of services to be provided by VALIC and the Sub-advisers; (2) the investment performance of the Fund compared to performance of comparable funds as selected by an independent third-party provider of investment company data (“Performance Group/Universe”) and against the Fund’s benchmarks; (3) the costs of services and the benefits potentially derived by VALIC and the Sub-advisers; (4) whether the Fund will benefit from possible economies of scale from engaging the Sub-advisers; (5) the profitability of VALIC and the Sub-advisers and their affiliates; (6) the advisory fee and sub-advisory fees charged in connection with VALIC’s and the Sub-advisers’ management of the Fund, compared to advisory fee rates and sub-advisory fee rates of a group of funds with similar investment objectives (respectively, the “Expense Group/Universe” and the “Subadvised Expense Group/Universe”), as selected by an independent third-party provider of investment company data; (7) the terms of the Advisory Contracts, and (8) information regarding VALIC’s and the Sub-advisers’ compliance and regulatory history.

The Independent Trustees were separately represented by counsel that is independent of VALIC in connection with their consideration of approval of the Advisory Contracts. The matters discussed below were also considered separately by the Independent Trustees in executive sessions during which such independent counsel provided guidance to the Independent Trustees.

Nature, Extent and Quality of Services. The Board considered the nature, quality and extent of services to be provided to the Fund by VALIC and the Sub-advisers. The Board considered that VALIC is responsible for the management of the day-to-day operations of the Fund, including but not limited to, general supervision of and coordination of the services provided by the Sub-advisers, and is also responsible for monitoring and reviewing the activities of the Sub-advisers and other third-party service providers. The Board also noted that VALIC’s and the Sub-advisers’ management of the Fund would be subject to the oversight of the Board, and must be made in accordance with the investment objectives, policies and restrictions set forth in the Fund’s prospectus and statement of additional information.

With respect to the services provided by the Sub-advisers, the Board considered information provided to them regarding the services provided by the Sub-advisers, including information presented throughout the previous year. The Board noted that the Sub-advisers would be responsible for (i) determining the securities to be purchased or sold on behalf of the Fund as may be necessary in connection therewith; (ii) providing VALIC with records concerning its activities, which VALIC or the Fund are required to maintain; and (iii) rendering regular reports to VALIC and to officers and Trustees of the Fund concerning its discharge of the foregoing responsibilities. The Board reviewed the Sub-advisers’ history and investment experience as well as information regarding the qualifications, background and responsibilities of the Sub-advisers investment and compliance personnel who provide services to the Fund. The Board also took into account the financial condition of the Sub-advisers. The Board also reviewed the Sub-advisers’ brokerage practices.

The Board noted that the proposed addition of Invesco Advisors as a sub-adviser, and IAML as a sub-sub-adviser, would not result in any modifications to the Fund’s investment objective or principal investment strategies. The Board considered information provided to them regarding the services to be provided by Invesco Advisors/IAML. In this regard, the Board took into account its familiarity with Invesco Advisors as a sub-adviser to other funds in the VALIC complex.

The Board reviewed the Sub-advisers’ compliance programs and personnel. It also considered the Sub-advisers’ regulatory history, including information regarding whether it was currently involved in any regulatory actions or investigations as well as material litigation. The Board concluded that there was no information provided to the Board that would have a material adverse effect on the Sub-advisers’ ability to provide services to the Fund.

The Board concluded that the scope and quality of the advisory services provided by the Sub-advisers were satisfactory and that there was a reasonable basis on which to conclude that they would provide a high quality of investment services to the Fund.

Fees and Expenses; Investment Performance. The Board received and reviewed information regarding the Fund’s advisory and sub-advisory fees, and other expenses compared against the expenses and fees of the funds in its Expense Group/Universe and Subadvised Expense Group/Universe, where applicable. It was noted that VALIC negotiates the sub-advisory fees with Invesco Advisors at arms-length and that the sub-advisory fees are paid by VALIC out of the advisory fees it receives from the Fund and is not paid by the Fund. The Board also considered that and that the sub-sub-advisory fee paid to IAML would not be borne by the Fund but would be paid by Invesco Advisors. Furthermore, the Board considered that sub-advisory fees may vary widely within the Subadvised Expense Group/Universe for various reasons, including market pricing demands, existing relationships, experience and success, and individual client needs.

The Board received and reviewed information prepared by management and by an independent third-party regarding the Fund’s investment performance compared against their benchmarks and their respective Performance Groups/Universes.

The Board received and reviewed information regarding the Fund’s sub-advisory fee rates compared against the Subadvised Expense Group. The Board noted that the Fund’s sub-advisory fees were currently at the median of its Subadvised Expense Group and above the median of its Subadvisory Expense Universe and that the addition of Invesco Advisors as a sub-adviser would increase the aggregate sub-advisory fees paid by VALIC. The Board also considered that VALIC agreed to implement additional breakpoints to its advisory fee rate and that AIGGIC had agreed to implement breakpoints to its sub-advisory fee rate. It was noted that the advisory fee change would take effect contemporaneously with the effective date of the Invesco Subadvisory Agreement and that the advisory fee breakpoints would have the effect of lowering the Fund’s advisory fees as the Fund’s assets grow. It was noted that VALIC would retain less of its advisory fees with the addition of Invesco Advisors.

The Board also considered the performance of the Fund as compared to its Morningstar Performance Group and the MSCI EAFE Small Cap Index (“Benchmark”). It was noted that the Fund underperformed its Morningstar Performance Group and Benchmark for the one- and three-year periods and the year-to-date period through August 31, 2009. The Board also noted the performance of a comparable fund managed by Invesco Advisors/IAML for the same periods compared against the Performance Group, Benchmark and the Fund. The Board also considered the hypothetical performance of the Fund if both AIGGIC and Invesco Advisors/IAML had been managing the Fund for the periods indicated.

The Board concluded that the advisory fee and sub-advisory fee for the Fund are fair and reasonable in light of the usual and customary charges made for services of the same nature and quality and the other factors considered.

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VALIC Company II

APPROVAL OF ADVISORY AGREEMENTS (Unaudited) — (continued)

Cost of Services and Indirect Benefits/Profitability. The Board was provided information related to the cost of services and profits realized in connection with the Advisory Contracts. The Board considered the costs that are borne by the Fund. For its services, VALIC receives a fee, payable monthly from the Fund in an amount that is calculated as a percentage of the average daily net assets of the Fund. It was noted that VALIC reviewed a number of factors in determining appropriate fee levels for the Fund as well as the fee VALIC pays Invesco Advisors. Such factors include review of (1) style class peers primarily within the variable annuity and qualified plan universe; (2) key competitor analysis; (3) clone fund analysis; (4) product suitability; and (5) special considerations such as competitor sub-account characteristics, uniqueness of the product and prestige of the manager.

The Board considered that the Fund pays SunAmerica, an affiliate of VALIC, an annual fee of approximately 0.07% based on the Fund’s average daily net assets, for the provision of certain accounting and administrative services. Out of the fee SunAmerica receives from the Fund, SunAmerica compensates VALIC for certain administrative services, and the Fund’s custodian, State Street Bank and Trust Company for calculation of the daily net asset value.

In considering the profitability to VALIC and its affiliates in connection with their relationship with the Fund, the Board reviewed information provided by VALIC setting forth the revenues and other benefits, both direct and indirect, received by VALIC and its affiliates attributable to managing the Fund, the cost of providing such services and the resulting profitability to VALIC and its affiliates from these relationships. The Board also considered VALIC’s profitability on the Fund. The Board received and reviewed information prepared by VALIC that reflects an allocation of costs that result in a reasonable determination of profitability of VALIC, as adviser and transfer agent and as the shareholder servicing agent. In addition, the Board considered the profitability of SunAmerica in its role as the administrator of the Fund and as sub-adviser to certain Fund. The Board concluded that the profitability to VALIC and its affiliates from their relationship with the Fund was reasonable.

In considering the profitability to the Sub-advisers in connection with their relationship to the Fund, the Trustees noted that the fees under the Subadvisory Agreements are paid by VALIC out of the advisory fees that VALIC receives under the Advisory Agreement. With respect to the unaffiliated Sub-advisers, the Board also relied on the ability of VALIC to negotiate the Subadvisory Agreements and the fees thereunder at arm’s length.

For each of the above reasons, the Trustees determined that the profitability to the Sub-advisers from their relationship with the Fund was not a material factor in their deliberations with respect to consideration of approval of the Investment Subadvisory Agreements.

Economies of Scale. The Board noted that the advisory fee rate and sub-advisory fee rates payable to VALIC and each of the Sub-advisers with respect to the Fund contain breakpoints, which allows the Fund to participate in any economies of scale. The Board also took into account management’s discussion of the Fund’s advisory fee and sub-advisory fee structure. The Board also considered the effect of the Fund’s growth and size on its performance and fees, noting that as the Fund’s assests increase overtime, the Fund may realize other economies of scale if assets increase proportionally more than expenses.

For similar reasons as stated above with respect to the Sub-advisers’ profitability and the costs of their providing services, the Board concluded that the potential for economies of scale in the Sub-advisers’ management of the Fund are not a material factor to the approval of the Sub-advisory Agreements, although it was noted that most of the Fund have breakpoints at the sub-advisory fee level.

Terms of the Advisory Contracts. The Board reviewed the terms of the Advisory Contracts including the duties and responsibilities undertaken. The Board also reviewed the terms of payment for services rendered by VALIC and the Sub-advisers and noted that VALIC would compensate the Sub-advisers out of the advisory fees it receives from the Fund. The Board noted that the Subadvisory Agreements provide that each Sub-adviser will pay all of its own expenses in connection with the performance of their respective duties as well as the cost of maintaining the staff and personnel as necessary for it to perform its obligations. The Board also considered the termination and liability provisions of the Advisory Contracts and other terms contained therein.

The Board reviewed the terms of each of the Subadvisory Agreements, including the duties and responsibilities undertaken by each Sub-adviser. It noted that each of these Subadvisory Agreements were generally the same in all material respects as the previous Subadvisory Agreements with respect to the Fund, except for the name of the sub-adviser, the term of the agreements and the sub-advisory fee rate. The Board considered the initial term of the Subadvisory Agreements and noted that the agreements would continue for an initial period of two years and may be continued from year to year thereafter, provided that such continuation is specifically approved by a majority of the Independent Trustees. The Board also considered other terms of the Advisory Contracts.

The Board concluded that the terms of each of the Advisory Contracts were reasonable.

Compliance. The Board reviewed VALIC’s and the Sub-advisers’ compliance personnel, regulatory history, including information whether it was currently involved in any regulatory actions or investigations. In addition, the Board reviewed information concerning each entities’ compliance staff that would be responsible for providing compliance functions on behalf of the Fund and concluded that there was no information provided that would have a material adverse effect on their abilities to provide services to the Fund.

Conclusions. In reaching its decision to approve the Advisory Contracts, the Board did not identify any single factor as being controlling, but based its recommendation on each of the factors it considered and each Trustee may have contributed different weight to the various factors. Based upon the materials it reviewed, the representations made to it and the considerations described above, and as part of their deliberations, the Board, including the Independent Trustees, concluded that VALIC and each Sub-adviser possess the capability and resources to perform the duties required of them under their respective Advisory Contracts.

Further, based upon its review of the Advisory Contracts, the materials provided, and the considerations described above, the Board, including the Independent Trustees, concluded that (1) the terms of the Advisory Contracts are reasonable, fair and in the best interests of each of the Fund and its respective shareholders, and (2) the fee rates payable under the Advisory Contracts are fair and reasonable in light of the usual and customary charges made for services of the same nature and quality.

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VALIC Company II

Supplement to the Prospectus dated January 1, 2010

Small Cap Value Fund. On February 5, 2010, the shareholders of the Small Cap Value Fund (the “Fund”) approved an investment sub-advisory agreement between VALIC and SunAmerica Asset Management Corp. (“SAAMCo”), which provided that SAAMCo will serve as a co-investment sub-adviser of a portion of the Fund. Effective February 8, 2010, SAAMCo became a co-sub-adviser to the Fund. Also, effective the close of business on February 8, 2010, Metropolitan West Capital Management, LLC (“MetWest Capital”) became a co-sub-adviser to the Fund. J.P. Morgan Investment Management, Inc. (“J.P. Morgan”), the sole sub-adviser prior to February 8, 2010, will continue to serve as a co-sub-adviser to the Fund. Initially, J.P. Morgan will manage approximately 40% of the Fund’s assets and SAAMCo and MetWest Capital will each manage approximately 30% of the Fund’s assets, which percentages may change at the discretion of The Variable Annuity Life Insurance Company, the Fund’s adviser.

The addition of SAAMCo and MetWest Capital did not result in any modifications to the investment objective, investment strategy or the fees paid by the Fund. The following changes became effective February 8, 2010:

In the section titled “About VC II’s Management – Investment Sub-Advisers – SunAmerica Asset Management Corp.,” the following disclosure is added to reflect SAAMCo’s management of the Fund:

Dan Lew is the portfolio manager responsible for managing SAAMCo’s portion of the Small Cap Value Fund. Mr. Lew is a Senior Vice President at SAAMCo and has over 20 years of experience in the investment industry, focusing the last ten years on the small-cap value category. Prior to joining SAAMCo, Mr. Lew was a portfolio manager at Citizens Advisers and a senior analyst at Strong Capital Management, and has held investment positions at William M. Mercer Investment Consulting, RogersCasey, and Equitable Capital Management. Mr. Lew holds the Chartered Financial Analyst designation.

In the section titled “About VC II’s Management – Investment Sub-Advisers,” the following disclosure is added to reflect MetWest Capital’s management of the Fund:

Small Cap Value Fund

Metropolitan West Capital Management, LLC

610 Newport Center Drive, Suite 1000, Newport Beach, California 92660

MetWest Capital is organized as a California limited liability company. MetWest Capital is an SEC registered investment advisor founded in 1997 and is majority owned by Evergreen Investments, a division of Wells Fargo & Company, and minority-owned (20%) by its key professionals. As of September 30, 2009, MetWest Capital had approximately $11.1 billion of assets under management.

Gary W. Lisenbee and Samir Sikka have joint responsibility for managing MetWest Capital’s portion of the Small Cap Value Fund. Mr. Lisenbee has served as President of MetWest Capital since its inception in August 1997. Mr. Sikka has been with MetWest Capital since July 2006. From April 1999 to February 2006, he was a Senior Analyst with Trust Company of the West.

Date: February 19, 2010

Supplement to the Prospectus dated January 1, 2010

Large Cap Value Fund. On April 27, 2010, the Board of Trustees (the “Board”) of VALIC Company II (“VC II”) approved the termination of SSgA Funds Management, LLC (“SSgA”), as the sub-adviser to the Large Cap Value Fund (the “Fund”) and approved the engagement of The Boston Company Asset Management, LLC (“The Boston Company”) and Janus Capital Management, LLC (“Janus”) as co-sub-advisers of the Fund. In connection with the approval of The Boston Company and Janus, the Board approved investment sub-advisory agreements between The Variable Annuity Life Insurance Company (“VALIC”) and each of The Boston Company and Janus (the “Sub-Advisory Agreements”). In addition, the Board approved Perkins Investment Management, LLC (“Perkins”) as a sub-sub-adviser to the Fund and approved a sub-sub-advisory agreement between Janus and Perkins (the “Sub-Sub-Advisory Agreement”). Perkins is a majority-owned subsidiary of Janus and will be responsible for the day-to-day management of a portion of the Fund. The change of sub-advisers will take place on or about the close of business June 4, 2010.

The following changes to the Fund’s prospectus are effective on or about June 4, 2010.

In the “Investment Sub-advisers” section of the Fund’s Fact Sheet, references to SSgA as the sub-adviser of the Fund are deleted in their entirety and the section is amended as follows:

Investment Sub-Advisers

Janus Capital Management, LLC (“Janus”)

The Boston Company Asset Management, LLC (“The Boston Company”)

The “Investment Strategy” section of the Fund’s Fact Sheet is deleted in its entirety and replaced with the following:

The Fund invests, under normal circumstances, at least 80% of net assets in a portfolio comprised of equity securities of large market capitalization companies traded in the U.S. that are deemed to be attractive by the portfolio management team. A company will be considered a large-cap company if its market capitalization, at the time of purchase, is equal to or greater than the smallest company in the Russell 1000^® Index during the most recent 12-month period. As of the most recent annual reconstitution of the Russell 1000^® Index on June 26, 2009, the market capitalization range of the companies in the Index was approximately $829 million to $338 billion. “Net assets” will take into account borrowing for investment purposes.

The Boston Company manages approximately 70% of the Fund’s assets and Perkins Investment Management, LLC (“Perkins”), through a sub-sub-advisory relationship with Janus, manages approximately 30% of the Fund’s assets. The percentage of the Fund’s assets each sub-adviser manages may, at VALIC’s discretion, change from time-to-time.

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VALIC Company II

(continued)

The Boston Company’s investment process is driven by fundamental security analysis, combining traditional value measures with analysis of business improvement. This philosophy guides the sub-adviser toward a research-driven, risk-controlled portfolio.

Perkins looks for stocks that have recently underperformed, with strong balance sheets and solid recurring free cash flows. Multiple levels of risk management combined with a disciplined investment approach focused on high quality stocks, helps Perkins manage overall investment risk.

In addition, the Fund may engage in active and frequent trading of portfolio securities to achieve its investment objective.

In the “Investment Risks” section of the Fund’s Fact Sheet, the risk titled “Quantitative Risk” is deleted as a principal risk of the Fund.

Under the heading “About VC II’s Management,” all references to SSgA are deleted in their entirety. In addition, the following disclosure is added:

Large Cap Value Fund

Janus Capital Management, LLC (“Janus”)

151 Detroit Street, Denver, Colorado 80206

Janus is a direct subsidiary of Janus Capital Group Inc. (“JCGI”), a publicly traded company with principal operations in financial asset management businesses that had $159.7 billion in assets under management as of December 31, 2009. JCGI owns approximately 95% of Janus, with the remaining 5% held by Janus Management Holdings Corporation. Janus (together with its predecessors) has served as an investment adviser since 1970.

Perkins Investment Management, LLC (“Perkins”) is principally located at 311 S. Wacker Drive, Suite 6000, Chicago, Illinois 60606. Perkins is a subsidiary of Janus and is registered as an investment adviser with the SEC. Perkins has been in the investment management business since 1984. Perkins also serves as investment adviser or subadviser to separately managed accounts and other registered equity mutual funds. Janus owns approximately 78% of Perkins. As of December 31, 2009, Perkins managed $14.9 billion in assets. As of this same time period, Janus had approximately $96.8 billion in assets under management. Perkins leverages Janus’ trading, marketing, sales, client service, legal, compliance, accounting and operations resources. Janus participates in the oversight of all Perkins’ operations.

A portion of the assets of the Large Cap Value Fund is managed by Tom Perkins and Kevin Preloger. Mr. Perkins is co-portfolio manager of the Perkins Large Cap Value and Perkins Mid Cap Value strategies. He has managed the Large Cap Value strategy since October 2006. Prior to joining Perkins in April 1998, Mr. Perkins was an investment manager at Alliance Capital for 14 years. Mr. Preloger is co-portfolio manager of the Perkins Large Cap Value strategy and a research analyst covering the financial services sector. Mr. Preloger joined Perkins in May 2002 as a research analyst covering the financial services sector. Prior to joining Perkins, he worked at ABN AMRO/LaSalle Bank Wealth Management as an analyst covering both the financial services and technology sectors during his five-year tenure at the firm.

Large Cap Value Fund

The Boston Company Asset Management, LLC (“The Boston Company”)

BNY Mellon Center, 201 Washington Street, Boston, Massachusetts 02108

The Boston Company was founded in 1970 and manages more than $34.8 billion in assets in international and domestic equity and balanced portfolios for public, corporate, Taft-Hartley, defined benefit plans, as well as endowments and foundation clients and subadvised relationships, as of December 31, 2009. The Boston Company is an indirect subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”). BNY Mellon, a global financial services company focused on helping clients move and manage their financial assets, operates in 37 countries and serves more than 100 markets.

A portion of the assets of the Large Cap Value Fund are managed by Brian C. Ferguson. Mr. Ferguson is a Senior Managing Director of The Boston Company is its Director of US Large Capitalization Equities. Moreover, he also functions as the team analyst responsible for the health care and industrials sectors. Mr. Ferguson has been with the firm since 1997 and has been associated with The Boston Company’s US Dynamic Large Cap Value portfolio since 2001 and has been Senior Portfolio Manager since 2003.

The Board has authority, pursuant to an exemptive order granted by the Securities and Exchange Commission, to approve investment sub-advisory agreements without a shareholder vote. However, an information statement explaining the sub-adviser changes described above will be mailed to the Fund’s shareholders of record as of June 4, 2010.

Date: April 30, 2010

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VALIC Company II

PROXY VOTING RESULTS — SPECIAL MEETING OF THE SHAREHOLDERS

A special meeting of the shareholders of the VALIC Company I (“VC II”) Small Cap Value Fund was held on February 5, 2010. The Fund adopted the following proposal:

1. To approve a new investment sub-advisory agreement between The Variable Annuity Life Insurance Company (“VALIC”) and SunAmerica Asset Management Corp. (“SunAmerica”), which provides that SunAmerica will manage a portion of the assets of the Small Cap Value Fund.

Votes in Favor	28,043,753.516
Votes Against	2,848,109.805
Votes Abstained	1,859,699.920

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VALIC Company II

BOARD OF TRUSTEES

Thomas J. Brown

Judith L. Craven

William F. Devin

Timothy J. Ebner

Gustavo E. Gonzales, Jr.

Peter A. Harbeck

John W. Lancaster

Kenneth J. Lavery

John E. Maupin, Jr.

CUSTODIAN

State Street Bank and Trust Company

225 Franklin Street

Boston, Massachusetts 02110

INVESTMENT ADVISER

The Variable Annuity Life Insurance Company (VALIC)

2929 Allen Parkway

Houston, Texas 77019

INVESTMENT SUBADVISERS

Bridgeway Capital Management, Inc.

5615 Kirby Dr., Suite 518

Houston, Texas 77005

FAF Advisors, Inc.

800 Nicollet Mall

Minneapolis, Minnesota 55402

Invesco Advisers, Inc.

11 Greenway Plaza

Houston, Texas 77046

J.P. Morgan Investment Management Inc.

245 Park Avenue

New York, New York 10167

Metropolitan West Capital Management, LLC

610 Newport Center Drive, Suite 1000

Newport Beach, California 92660

Pinebridge Investments, LLC.

70 Pine Street

New York, New York 10270

SSgA Funds Management, Inc.

State Street Financial Center

One Lincoln Street

Boston, Massachusetts 02111-2900

SunAmerica Asset Management Corp.

Haborside Financial Center

3200 Plaza 5

Jersey City, New Jersey 07311

Wellington Management Co. LLP

75 State Street

Boston, Massachusetts 02109

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP

1201 Louisiana Street, Suite 2900

Houston, Texas 77002

TRANSFER AND SHAREHOLDER SERVICE AGENT

The Variable Annuity Life

Insurance Company (VALIC)

2929 Allen Parkway

Houston, Texas 77019

OFFICERS

Kurt Bernlohr,

President and Principal Executive Officer

John Packs,

Vice President and Senior Investment Officer

Gregory R. Kingston,

Treasurer and Principal Financial Officer

Nori L. Gabert,

Vice President, Chief Legal Officer and Secretary

Gregory N. Bressler,

Vice President

Cynthia A. Skrehot,

Vice President and Chief Compliance Officer

Donna Handel,

Vice President and Assistant Treasurer

Diedre L. Shepherd,

Assistant Treasurer

Mark Matthes,

Assistant Secretary

Matthew J. Hackethal,

Anti-Money Laundering Compliance Officer

Thomas M. Ward,

Vice President

DISCLOSURE OF QUARTERLY FUND PORTFOLIO HOLDINGS

VC II is required to file its complete schedule of portfolio holdings with the U.S. Securities and Exchange Commission for its first and third fiscal quarters on Form N-Q. VC II’s Forms N-Q are available on the U.S. Securities and Exchange Commission’s website at www.sec.gov. You can also review and obtain copies of Forms N-Q at the U.S. Securities and Exchange Commission’s Public Reference Room in Washington, DC (information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330).

VOTING PROXIES ON VALIC COMPANY II PORTFOLIO SECURITIES

A description of the policies and procedures that VC II uses to determine how to vote proxies related to securities held in the Fund’s portfolios, which is available in VC II’s Statement of Additional Information, may be obtained without charge upon request, by calling 800-448-2542. This information is also available from the EDGAR database on the U.S. Securities and Exchange Commission’s website at http://www.sec.gov.

PROXY VOTING RECORD ON VALIC COMPANY II PORTFOLIO SECURITIES

Information regarding how VC II voted proxies relating to securities held in the VC II Funds portfolios during the most recent twelve month period ended June 30, is available, once filed with the U.S. Securities and Exchange Commission without charge, upon request, by calling 800-448-2542 or on the U.S. Securities and Exchange Commission’s website at http://www.sec.gov.

This report is for the information of the shareholders and variable contract owners investing in VC II. It is authorized for distribution to other persons only when preceded or accompanied by an effective prospectus which contains information on how to purchase shares and other pertinent information.

If you would like further information about this material or products issued by VALIC or American General Life Insurance Company, please contact your financial professional.

The accompanying report has not been audited by independent accountants and accordingly no opinion has been expressed thereon.

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automated phone line
at 800.448.2542 to obtain
24-hour access to your account. Manage your account on the Web through VALIC Online! Enjoy quick, easy and secure access — now or anytime. Go to www.valic.com and click on Access Your Account in the “Links to Login” section. You’ll find these powerful features: •View your account portfolio including values, graphs and charts •View, download or print account, transaction confirmation and tax statements •View current and historical fund performance and unit values •View personal performance for your account •View transaction history •Download transaction history to Quicken using Direct Connect^SM •View your financial advisor’s contact information •Reset your Password and update the information on your security profile •Change your contact information such as telephone, address or e-mail •Update your Investor Profile •Initiate account transactions including: >     Allocation changes >     Transfer money among investment options >     Rebalance account to your desired allocation mix >     Change contributions •Review account information on your cell phone or mobile device •Request forms for a variety of services •Display information from other accounts in addition to VALIC accounts using the Account Aggregation Feature •Enroll in the electronic document delivery service (Personal Deliver-e^®) Start exploring VALIC Online today! To set up access to VALIC Online: •Go to www.valic.com •Click on Access Your Account in the “Links to Login” section •Click “Register Now” to begin the registration process •Enter the information to set up your security profile •Click “I Agree” to accept VALIC’s access agreement (required) •Verify and/or update your address, e-mail and telephone number •Click “Continue” to update your record and proceed to the Summary screen You can also access your account using VALIC’s toll-free automated account information line by calling 800-448-2542.

VALIC Company II P.O. Box 3206 Houston, TX 77253-3206 PRSRT STD U.S. POSTAGE PAID PONTIAC, IL PERMIT NO. 97

VC 11387 (02/2010) J74498

Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

Included in Item 1 to the Form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There were no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees that were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407)(as required by 22(b)(15)) of Schedule 14A (17 CFR 240.14a-101), or this Item 10.

Item 11. Controls and Procedures.

(a) An evaluation was performed within 90 days of the filing of this report, under the supervision and with the participation of the registrant’s management, including the President and Treasurer, of the effectiveness of the design and operation of the registrant’s disclosure controls and procedures as defined under Rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)). Based on that evaluation, the registrant’s management, including the President and Treasurer, concluded that the registrant’s disclosure controls and procedures are effective.

(b) There was no change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.3a-3(d))) that occurred during the registrant’s the last fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a) (1) Not applicable.

(2) Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) attached hereto as Exhibit 99.CERT.

(3) Not applicable.

(b) Certification pursuant to Rule 30a-2 (b) under the Investment Company Act of 1940 (17 CFR 270.30a-2 (a)) and Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto as Exhibit 99.906.CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VALIC Company II
By:	/s/ Kurt W. Bernlohr
	Kurt W. Bernlohr
	President

Date: May 7, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Kurt W. Bernlohr
	Kurt W. Bernlohr
	President

Date: May 7, 2010

By:	/s/ Gregory R. Kingston
	Gregory R. Kingston
	Treasurer

Date: May 7, 2010