AMENDMENT NO. 4 TO INVESTMENT ADVISORY AGREEMENT

	This AMENDMENT NO. 4 to the INVESTMENT ADVISORY
AGREEMENT (the "Amendment") is effective as of December 14, 2009, by and
among THE VARIABLE ANNUITY LIFE INSURANCE COMPANY ("VALIC")
and VALIC COMPANY II ("VC II").

	RECITALS

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

         WHEREAS, the parties wish to amend Schedule A to the
Agreement to reflect the fee change to the International Small Cap Equity
Fund.

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

1.	Schedule A Amendment.  Schedule A is amended to
reflect the advisory fee change to the International
Small Cap Equity Fund.

2.	Counterparts.  This Amendment may be executed in
two or more counterparts, each of which shall be an
original and all of which together shall constitute one
instrument.

3.	Full Force and Effect.  Except as expressly
supplemented, amended or consented to hereby, all of
the representations, warranties, terms, covenants and
conditions of the Agreement shall remain unamended
and shall continue to be in full force and effect.

         IN WITNESS WHEREOF, the undersigned have executed this
Amendment No. 4 as of the date first above written.


THE VARIABLE ANNUITY LIFE				VALIC COMPANY
II
INSURANCE COMPANY

By:	/s/ KURT W. BERNLOHR			By:	/s/ NORI L.
GABERT

Name:  	Kurt W. Bernlohr					Name:	Nori L.
Gabert

Title:	Senior Vice President				Title:	Vice
President & Secretary



VALIC COMPANY II
SCHEDULE A
to Investment Advisory Agreement
(Effective December 14, 2009)

COVERED FUNDS

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

         Aggressive Growth Lifestyle Fund	0.10%

         Capital Appreciation Fund	0.55%

         Core Bond Fund	0.50% on the first $200 million
         		0.45% on the next $300 million
	         	0.40% on assets over $500 million

         Conservative Growth Lifestyle Fund	0.10%

	 High Yield Bond Fund	0.65% on the first $150 million
		         	0.60% on the next $300 million
		         	0.55% over $500 million

         International Small Cap Equity Fund 0.90% on the first $100 million
					     0.80% on 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

         Mid Cap Value Fund	0.75% on the first $100 million
		         	0.725% on the next $150 million
		         	0.70% on the next $250 million
		         	0.675% on the next $250 million
		         	0.65% over $750 million

         Moderate Growth Lifestyle Fund	0.10%

         Money Market II Fund	0.25%

         Small Cap Growth Fund	0.85% 	on the first $100 million
		         	0.80% 	on assets over $100 million

         Small Cap Value Fund	0.75% on the first $50 million
		         	0.65% on assets over $50 million

         Socially Responsible Fund 	0.25% on the first $1 billion
			         	0.24% on assets over $1 billion

         Strategic Bond Fund	0.60% 	on the first $200 million
		         	0.50% 	on the next $300 million
		         	0.45% 	on assets over $500 million