VALIC Co II N-CSR Certified annual shareholder report (management investment company)

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: August 31, 2009

Item 1. Reports to Stockholders

VALIC Company II, Annual Report at August 31, 2009.

VALIC Company II

Annual Report, August 31, 2009

SAVING :INVESTING :PLANNING

VALIC Company II

ANNUAL REPORT AUGUST 31, 2009

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	24
International Small Cap Equity Fund	35
Large Cap Value Fund	40
Mid Cap Growth Fund	43
Mid Cap Value Fund	47
Moderate Growth Lifestyle Fund	52
Money Market II Fund	54
Small Cap Growth Fund	56
Small Cap Value Fund	60
Socially Responsible Fund	69
Strategic Bond Fund	74
Statements of Assets and Liabilities	96
Statements of Operations	99
Statements of Changes in Net Assets	102
Notes to Financial Statements	106
Financial Highlights	122
Report of Independent Registered Public Accounting Firm	130
Approval of Advisory Agreements	131
Trustees & Officers Information	136
Shareholder Tax Information	138
Comparisons: Funds vs. Indexes	139
Supplement to Prospectus	158

VALIC Company II

PRESIDENT’S LETTER

Dear Valued Investor:

We are pleased to provide you with the Annual Report for VALIC Company II. The report contains the investment portfolio information and the financial statements of VALIC Company II for the twelve-month period ending August 31, 2009.

The reporting period was one of extreme volatility divided roughly into two equal periods that experienced radically different market results. The total return for the Standard & Poor’s (S&P) 500^® Index* was -18.25% for the entire twelve-month period, -41.82 for the first six-months of the period (September 1, 2008 through February 28, 2009) and +40.52% for the second six-months (March 1, 2009 through August 31, 2009). These results mirrored the mood of many investors during the period, with fear and pessimism gradually giving way to hope and optimism that perhaps the market had bottomed and was on its way to a sustainable recovery.

Beginning with the “Great September Crash of 2008” and continuing into the early months of 2009, the U.S. and global economy continued to deteriorate. Unemployment rose, housing prices plunged, credit markets deteriorated and consumer confidence eroded. Despite massive government bailouts, stimulus programs, interest rate reductions and other interventions — both in the U.S. and abroad — lower investment values were generally experienced across virtually all assets classes.

March saw markets abruptly reverse course and experience strong gains throughout most asset classes. Constant talk of “green shoots” — which, while not demonstrating economic growth, suggested that the economy was stabilizing. During this time, the Federal government also continued to actively participate in the economy. Among other things, the government initiated bankruptcy filings by Chrysler and General Motors, introduced a wide ranging proposal to reform regulations for the financial markets and created an “executive pay czar” for firms receiving TARP funds.

But as the reporting period came to a close, lingering concerns remained whether the economy would continue to stabilize or return to declining growth, as much of the recent improvements occurred in the face of continuing weak economic data. Job losses increased more than expected with the unemployment rate rising to 9.5%. Consumer confidence and spending remained sluggish. Housing markets generally continued to disappoint. And even many touted improvements in certain economic indicators often took the form of slower rates of decline rather than demonstrations of fundamental, sustainable growth.

The continued market uncertainty has understandably shaken the confidence of many investors who may question their ability to make the right investment decisions. But now, more than ever, it is important to stick to investment fundamentals and have a long-term investment strategy. Meet with your financial advisor. Review your goals and time horizons. Now is as good of time as any to take greater control of your financial future.

Thank you for your continued confidence in our ability to help you meet your investment goals.

Sincerely,

Kurt W. Bernlohr, President

VALIC Company II

* The Standard & Poor’s (S&P) 500 includes a representative sample of leading companies in leading industries that reflect the U.S. stock market. It is not a managed fund, has no identifiable objective and cannot be purchased. It does not provide an indication of how individual investments performed in the past or how they will perform in the future. Past performance of an index does not guarantee the future performance of any investment.

1

VALIC Company II

EXPENSE EXAMPLE — August 31, 2009 (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 March 1, 2009 and held until August 31, 2009. 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 August 31, 2009” to estimate the expenses you paid on your account during this period. The “Expenses Paid During the Six Months Ended August 31, 2009” column and the “Expense Ratio as of August 31, 2009” 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 August 31, 2009” 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 August 31, 2009” column and the “Expense Ratio as of August 31, 2009” 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 August 31, 2009” 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 — August 31, 2009 (Unaudited) — (continued)

	Actual			Hypothetical
Fund	Beginning Account Value at March 1, 2009	Ending Account Value Using Actual Return at August 31, 2009	Expenses Paid During the Six Months Ended August 31, 2009*	Beginning Account Value at March 1, 2009	Ending Account Value Using a Hypothetical 5% Assumed Return at August 31, 2009	Expenses Paid During the Six Months Ended August 31, 2009*	Expense Ratio as of August 31, 2009*
Aggressive Growth Lifestyle#	$1,000.00	$1,356.73	$0.59	$1,000.00	$1,024.70	$0.51	0.10	%
Capital Appreciation#	$1,000.00	$1,301.56	$4.93	$1,000.00	$1,020.92	$4.33	0.85	%
Conservative Growth Lifestyle#	$1,000.00	$1,227.62	$0.56	$1,000.00	$1,024.70	$0.51	0.10	%
Core Bond#	$1,000.00	$1,127.97	$4.13	$1,000.00	$1,021.32	$3.92	0.77	%
High Yield Bond#	$1,000.00	$1,276.84	$5.68	$1,000.00	$1,020.21	$5.04	0.99	%
International Small Cap Equity#	$1,000.00	$1,412.90	$6.08	$1,000.00	$1,020.16	$5.09	1.00	%
Large Cap Value#@	$1,000.00	$1,310.49	$4.72	$1,000.00	$1,021.12	$4.13	0.81	%
Mid Cap Growth#@	$1,000.00	$1,415.65	$5.18	$1,000.00	$1,020.92	$4.33	0.85	%
Mid Cap Value#@	$1,000.00	$1,511.30	$6.65	$1,000.00	$1,019.91	$5.35	1.05	%
Moderate Growth Lifestyle#	$1,000.00	$1,302.45	$0.58	$1,000.00	$1,024.70	$0.51	0.10	%
Money Market II#	$1,000.00	$1,001.87	$2.78	$1,000.00	$1,022.43	$2.80	0.55	%
Small Cap Growth #@	$1,000.00	$1,489.60	$7.28	$1,000.00	$1,019.36	$5.90	1.16	%
Small Cap Value#@	$1,000.00	$1,490.20	$5.96	$1,000.00	$1,020.42	$4.84	0.95	%
Socially Responsible#@	$1,000.00	$1,428.80	$3.43	$1,000.00	$1,022.38	$2.85	0.56	%
Strategic Bond#	$1,000.00	$1,197.90	$4.93	$1,000.00	$1,020.72	$4.53	0.89	%

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 184 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 August 31, 2009” 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 March 1, 2009	Ending Account Value Using Actual Return at August 31, 2009	Expenses Paid During the Six Months Ended August 31, 2009*	Beginning Account Value at March 1, 2009	Ending Account Value Using a Hypothetical 5% Assumed Return at August 31, 2009	Expenses Paid During the Six Months Ended August 31, 2009*	Expense Ratio as of August 31, 2009*
Large Cap Value#	$1,000.00	$1,310.49	$4.66	$1,000.00	$1,021.17	$4.08	0.80%
Mid Cap Growth#	$1,000.00	$1,415.65	$4.75	$1,000.00	$1,021.27	$3.97	0.78%
Mid Cap Value#	$1,000.00	$1,511.30	$6.46	$1,000.00	$1,020.06	$5.19	1.02%
Small Cap Growth#	$1,000.00	$1,489.60	$7.15	$1,000.00	$1,019.46	$5.80	1.14%
Small Cap Value#	$1,000.00	$1,490.20	$5.96	$1,000.00	$1,020.42	$4.84	0.95%
Socially Responsible#	$1,000.00	$1,428.80	$3.31	$1,000.00	$1,022.48	$2.75	0.54%

3

VALIC Company II Aggressive Growth Lifestyle Fund

PORTFOLIO PROFILE — August 31, 2009 (Unaudited)

Industry Allocation*

Domestic Equity Investment Companies	57.1	%
Fixed Income Investment Companies	17.3
International Equity Investment Companies	25.7
	100.1	%

* Calculated as a percentage of net assets

4

VALIC Company II Aggressive Growth Lifestyle Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009

Security Description	Shares		Market Value (Note 2)
AFFILIATED REGISTERED INVESTMENT COMPANIES#(1) — 100.1%
Domestic Equity Investment Companies — 57.1%
VALIC Co. I Blue Chip Growth Fund	775,682		$	6,174,429
VALIC Co. I Small Cap Special Values Fund	997,070			7,009,402
VALIC Co. I Stock Index Fund	369,082			7,872,522
VALIC Co. I Value Fund	736,674			5,974,425
VALIC Co. II Capital Appreciation Fund	1,286,086			9,658,506
VALIC Co. II Large Cap Value Fund	343,370			3,217,378
VALIC Co. II Mid Cap Value Fund	517,611			6,578,832
VALIC Co. II Small Cap Growth Fund†	122,866			1,143,881
VALIC Co. II Small Cap Value Fund	595,865			5,887,149
Total Domestic Equity Investment Companies
(cost $46,311,287)				53,516,524
Fixed Income Investment Companies — 17.3%
VALIC Co. II Core Bond Fund	335,230			3,338,893
VALIC Co. II High Yield Bond Fund	636,094			4,319,081
VALIC Co. II Strategic Bond Fund	832,779			8,577,627
Total Fixed Income Investment Companies
(cost $14,411,902)				16,235,601
International Equity Investment Companies — 25.7%
VALIC Co. I Foreign Value Fund	630,123			5,255,229
VALIC Co. I Global Real Estate Fund	1,184,169			8,928,629
VALIC Co. I International Equities Fund	1,212,640			7,106,070
VALIC Co. I International Growth I Fund	297,516			2,737,143
Total International Equity Investment Companies
(cost $19,643,655)				24,027,071
TOTAL INVESTMENTS
(cost $80,366,844)(2)	100.1	%		93,779,196
Liabilities in excess of other assets	(0.1	)		(83,387	)
NET ASSETS —	100.0	%	$	93,695,809

† 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 August 31, 2009 (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	$	53,516,524	$	–	$	–	$	53,516,524
Fixed Income Investment Companies		16,235,601		–		–		16,235,601
International Equity Investment Companies		24,027,071		–		–		24,027,071
Total	$	93,779,196	$	–	$	–	$	93,779,196

See Notes to Financial Statements

5

VALIC Company II Capital Appreciation Fund

PORTFOLIO PROFILE — August 31, 2009 (Unaudited)

Industry Allocation*

Computers	8.4	%
Medical — Biomedical/Gene	7.6
Applications Software	6.2
Medical Products	5.9
Medical — Drugs	5.7
Retail — Discount	4.5
Enterprise Software/Service	4.5
E-Commerce/Services	3.7
Oil Field Machinery & Equipment	3.1
Computers — Memory Devices	3.0
Savings & Loans/Thrifts	3.0
Pharmacy Services	2.8
Web Portals/ISP	2.8
Transport — Rail	2.6
Retail — Auto Parts	2.5
Oil & Gas Drilling	2.4
Aerospace/Defense	2.2
Schools	2.2
E-Commerce/Products	2.1
Retail — Restaurants	2.0
Banks — Fiduciary	1.9
Athletic Footwear	1.9
Electronic Components — Semiconductors	1.8
Energy — Alternate Sources	1.7
Retail — Major Department Stores	1.5
Commercial Services — Finance	1.5
Distribution/Wholesale	1.4
Transport — Services	1.4
Oil Companies — Exploration & Production	1.4
Cable/Satellite TV	1.3
Beverages — Non-alcoholic	1.3
Chemicals — Specialty	1.3
Medical — Generic Drugs	1.3
Retail — Apparel/Shoe	1.1
Telecommunication Equipment	1.1
Banks — Super Regional	1.0
	100.1	%

* Calculated as a percentage of net assets

6

VALIC Company II Capital Appreciation Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009

Security Description	Shares	Market Value (Note 2)
COMMON STOCK — 100.1%
Aerospace/Defense — 2.2%
Lockheed Martin Corp.	14,400	$	1,079,712
Applications Software — 6.2%
Intuit, Inc.†	28,100		780,337
Microsoft Corp.	52,100		1,284,265
Salesforce.com, Inc.†	18,200		944,034
			3,008,636
Athletic Footwear — 1.9%
NIKE, Inc., Class B	16,200		897,318
Banks - Fiduciary — 1.9%
State Street Corp.	17,500		918,400
Banks - Super Regional — 1.0%
Wells Fargo & Co.	17,800		489,856
Beverages - Non - alcoholic — 1.3%
The Coca - Cola Co.	13,100		638,887
Cable/Satellite TV — 1.3%
Comcast Corp., Class A	42,000		643,440
Chemicals - Specialty — 1.3%
Ecolab, Inc.	14,900		630,121
Commercial Services - Finance — 1.5%
Mastercard, Inc., Class A	3,500		709,205
Computers — 8.4%
Apple, Inc.†	8,500		1,429,785
Hewlett - Packard Co.	32,600		1,463,414
International Business Machines Corp.	10,200		1,204,110
			4,097,309
Computers - Memory Devices — 3.0%
EMC Corp.†	93,000		1,478,700
Distribution/Wholesale — 1.4%
WW Grainger, Inc.	7,900		691,013
E - Commerce/Products — 2.1%
Amazon.com, Inc.†	12,600		1,022,994
E - Commerce/Services — 3.7%
eBay, Inc.†	54,100		1,197,774
Priceline.com, Inc.†	4,000		615,920
			1,813,694
Electronic Components - Semiconductors — 1.8%
Intel Corp.	42,200		857,504
Energy - Alternate Sources — 1.7%
First Solar, Inc.†	6,700		814,586
Enterprise Software/Service — 4.5%
CA, Inc.	40,000		891,600
Oracle Corp.	58,400		1,277,208
			2,168,808
Medical Products — 5.9%
Johnson & Johnson	21,200		1,281,328
Stryker Corp.	22,100		916,266
Varian Medical Systems, Inc.†	15,200		654,664
			2,852,258
Medical - Biomedical/Gene — 7.6%
Amgen, Inc.†	21,100		1,260,514
Biogen Idec, Inc.†	16,900		848,549
Gilead Sciences, Inc.†	26,700		1,203,102
Life Technologies Corp.†	7,900		351,787
			3,663,952

Security Description	Shares	Market Value (Note 2)
Medical - Drugs — 5.7%
Abbott Laboratories	10,900	$	493,007
Bristol - Myers Squibb Co.	39,000		863,070
Forest Laboratories, Inc.†	23,700		693,699
Merck & Co., Inc.	21,800		706,974
Myriad Pharmaceuticals, Inc.†	4,500		20,250
			2,777,000
Medical - Generic Drugs — 1.3%
Mylan, Inc.†	42,600		624,942
Oil & Gas Drilling — 2.4%
Diamond Offshore Drilling, Inc.	6,300		563,346
Noble Corp.	16,800		588,504
			1,151,850
Oil Companies - Exploration & Production — 1.4%
Southwestern Energy Co.†	18,000		663,480
Oil Field Machinery & Equipment — 3.1%
Cameron International Corp.†	22,000		785,620
National - Oilwell Varco, Inc.†	19,400		705,190
			1,490,810
Pharmacy Services — 2.8%
Express Scripts, Inc.†	18,700		1,350,514
Retail - Apparel/Shoe — 1.1%
Ross Stores, Inc.	11,900		555,016
Retail - Auto Parts — 2.5%
AutoZone, Inc.†	4,400		647,900
O’Reilly Automotive, Inc.†	14,800		566,544
			1,214,444
Retail - Discount — 4.5%
Dollar Tree, Inc.†	3,700		184,778
Family Dollar Stores, Inc.	23,200		702,496
Wal - Mart Stores, Inc.	25,300		1,287,011
			2,174,285
Retail - Major Department Stores — 1.5%
TJX Cos., Inc.	20,500		736,975
Retail - Restaurants — 2.0%
McDonald’s Corp.	17,200		967,328
Savings & Loans/Thrifts — 3.0%
Hudson City Bancorp, Inc.	68,500		898,720
New York Community Bancorp, Inc.	51,800		551,152
			1,449,872
Schools — 2.2%
Apollo Group, Inc., Class A†	7,600		492,632
ITT Educational Services, Inc.†	5,400		566,946
			1,059,578
Telecom Services — 0.0%
Harris Stratex Networks, Inc.†	3,875		23,483
Telecommunication Equipment — 1.1%
Harris Corp.	15,600		541,788
Transport - Rail — 2.6%
Burlington Northern Santa Fe Corp.	7,600		630,952
Union Pacific Corp.	10,600		633,986
			1,264,938
Transport - Services — 1.4%
C.H. Robinson Worldwide, Inc.	12,200		686,372

7

VALIC Company II Capital Appreciation Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Shares		Market Value (Note 2)
COMMON STOCK (continued)
Web Portals/ISP — 2.8%
Google, Inc., Class A†	2,900		$	1,338,843
TOTAL LONG-TERM INVESTMENT SECURITIES
(cost $49,591,308)(1)	100.1	%		48,547,911
Liabilities in excess of other assets	(0.1	)		(38,008	)
NET ASSETS —	100.0	%	$	48,509,903

† 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 August 31, 2009 (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:
Applications Software	$	3,008,636	$	–	$	–	$	3,008,636
Computers		4,097,309		–		–		4,097,309
Medical Products		2,852,258		–		–		2,852,258
Medical — Biomedical/Gene		3,663,952		–		–		3,663,952
Medical — Drugs		2,777,000		–		–		2,777,000
Other Industries*		32,148,756		–		–		32,148,756
Total	$	48,547,911	$	–	$	–	$	48,547,911

* 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 — August 31, 2009 (Unaudited)

Industry Allocation*

Fixed Income Investment Companies	56.2	%
Domestic Equity Investment Companies	30.8
International Equity Investment Companies	13.1
	100.1	%

* Calculated as a percentage of net assets

9

VALIC Company II Conservative Growth Lifestyle Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009

Security Description	Shares		Market Value (Note 2)
AFFILIATED REGISTERED INVESTMENT COMPANIES#(1) — 100.1%
Domestic Equity Investment Companies — 30.8%
VALIC Co. I Blue Chip Growth Fund	107,853		$	858,510
VALIC Co. I Small Cap Special Values Fund	452,644			3,182,086
VALIC Co. I Stock Index Fund	151,871			3,239,418
VALIC Co. I Value Fund	220,235			1,786,108
VALIC Co. II Capital Appreciation Fund	304,117			2,283,918
VALIC Co. II Large Cap Value Fund	79,344			743,450
VALIC Co. II Mid Cap Value Fund	249,031			3,165,180
VALIC Co. II Small Cap Growth Fund†	25,360			236,098
VALIC Co. II Small Cap Value Fund	231,620			2,288,401
Total Domestic Equity Investment Companies
(cost $14,398,891)				17,783,169
Fixed Income Investment Companies — 56.2%
VALIC Co. I Government Securities Fund	270,849			2,914,332
VALIC Co. II Core Bond Fund	1,401,290			13,956,853
VALIC Co. II High Yield Bond Fund	943,696			6,407,693
VALIC Co. II Strategic Bond Fund	884,083			9,106,057
Total Fixed Income Investment Companies
(cost $29,691,054)				32,384,935
International Equity Investment Companies — 13.1%
VALIC Co. I Foreign Value Fund	259,883			2,167,428
VALIC Co. I Global Real Estate Fund	256,327			1,932,708
VALIC Co. I International Equities Fund	591,900			3,468,535
Total International Equity Investment Companies
(cost $6,100,112)				7,568,671
TOTAL INVESTMENTS
(cost $50,190,057)(2)	100.1	%		57,736,775
Liabilities in excess of other assets	(0.1	)		(78,195	)
NET ASSETS —	100.0	%	$	57,658,580

† Non-income producing security

# 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 August 31, 2009 (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	$	17,783,169	$	–	$	–	$	17,783,169
Fixed Income Investment Companies		32,384,935		–		–		32,384,935
International Equity Investment Companies		7,568,671		–		–		7,568,671
Total	$	57,736,775	$	–	$	–	$	57,736,775

See Notes to Financial Statements

10

VALIC Company II Core Bond Fund

PORTFOLIO PROFILE — August 31, 2009 (Unaudited)

Industry Allocation*

Federal Home Loan Mtg. Corp.	24.1	%
Repurchase Agreements	7.6
Federal National Mtg. Assoc.	6.8
Diversified Financial Services	6.7
United States Treasury Notes	6.4
Electric — Integrated	4.3
Diversified Banking Institutions	3.9
Banks — Commercial	3.2
United States Treasury Bonds	3.1
Government National Mtg. Assoc.	2.3
Telephone — Integrated	2.0
Oil Companies — Exploration & Production	2.0
Special Purpose Entities	1.8
Cable/Satellite TV	1.5
Pipelines	1.4
Finance — Investment Banker/Broker	1.4
Banks — Super Regional	1.3
Insurance — Multi-line	1.0
Transport — Rail	0.7
Medical — Drugs	0.7
Cellular Telecom	0.7
Oil Companies — Integrated	0.7
Medical — Hospitals	0.6
Telecom Services	0.6
Medical Products	0.5
Banks — Money Center	0.4
Steel — Producers	0.5
Non — Hazardous Waste Disposal	0.5
Electric — Generation	0.4
Multimedia	0.4
Beverages — Non-alcoholic	0.4
Office Automation & Equipment	0.4
Insurance — Mutual	0.4
Cable TV	0.4
Chemicals — Diversified	0.4
Diversified Minerals	0.3
Insurance — Life/Health	0.3
Airlines	0.3
Finance — Auto Loans	0.3
Finance — Other Services	0.3
Food — Misc.	0.3
Transport — Air Freight	0.3
Containers — Metal/Glass	0.3
Satellite Telecom	0.3
Electronic Components — Semiconductors	0.3
Brewery	0.2
Medical — Biomedical/Gene	0.2
Finance — Commercial	0.2
Gas — Distribution	0.2
Insurance — Property/Casualty	0.2
Property Trust	0.2
Finance — Mortgage Loan/Banker	0.2
Medical — Generic Drugs	0.2
Medical — HMO	0.2
Metal — Copper	0.2
Pharmacy Services	0.2
Metal — Aluminum	0.2
Paper & Related Products	0.2
Independent Power Producers	0.2
Cruise Lines	0.2
Banks — Fiduciary	0.2
Transport — Services	0.2
Schools	0.2
Finance — Credit Card	0.2
Diversified Manufacturing Operations	0.2
Investment Companies	0.1
Metal — Diversified	0.1
Casino Hotels	0.1
Chemicals — Specialty	0.1

Consumer Products — Misc.	0.1
Food — Meat Products	0.1
Insurance Brokers	0.1
Retail — Discount	0.1
Oil & Gas Drilling	0.1
Aerospace/Defense	0.1
Oil Refining & Marketing	0.1
Enterprise Software/Service	0.1
Medical Labs & Testing Services	0.1
Agricultural Chemicals	0.1
Finance — Consumer Loans	0.1
Distribution/Wholesale	0.1
Casino Services	0.1
Decision Support Software	0.1
Funeral Services & Related Items	0.1
Research & Development	0.1
Broadcast Services/Program	0.1
Electronics — Military	0.1
Gambling (Non-Hotel)	0.1
Transactional Software	0.1
	98.9	%

* Calculated as a percentage of net assets

Credit Quality†#

Government — Agency	36.5	%
Government — Treasury	10.4
AAA	3.6
AA	3.9
A	15.8
BBB	16.4
BB	4.5
B	3.2
CCC	1.7
CC	0.2
C	0.1
Below C	0.5
Not Rated@	3.2
	100.0	%

* Calculated as a percentage of net assets.

@ Represents 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 — August 31, 2009

Security Description	Principal Amount		Market Value (Note 2)
ASSET BACKED SECURITIES — 6.0%
Diversified Financial Services — 6.0%
Banc of America Commercial Mtg., Inc. Series 2006-6, Class AM 5.39% due 10/10/45(1)	$	660,000	$	422,452
Bear Stearns Commercial Mtg. Securities, Inc. Series 2007-PW15, Class A2 5.21% due 02/11/44		390,000		383,836
Chase Funding Mtg. Loan Asset-Backed Certs. Series 2003-6, Class 1A6 4.59% due 05/25/15(1)		162,129		149,476
Chase Mtg. Finance Corp. Series 2007-A2, Class 1A1 4.05% due 07/25/37(2)(3)		931,809		790,535
Citigroup Commercial Mtg. Trust Series 2008-C7, Class AM 6.30% due 12/01/49(1)(3)		870,000		590,951
Commercial Mtg. Asset Trust Series 1999-C1, Class D 7.35% due 01/17/32(1)		1,377,000		1,464,072
Commercial Mtg. Pass Through Certs. Series 2006-CN2A, Class A2FL 0.50% due 02/05/19*(1)(4)		1,035,000		767,332
GE Capital Commercial Mtg. Corp. Series 2004-C2, Class A4 4.89% due 03/10/40(1)		340,000		326,817
GMAC Commercial Mtg. Securities, Inc. Series 2003-C2, Class A2 5.67% due 05/10/40(1)(3)		100,000		102,687
JP Morgan Chase Commercial Mtg. Securities Corp. Series 2006-LDP9, Class AM 5.37% due 05/15/47(1)		1,330,000		870,465
JP Morgan Chase Commercial Mtg. Securities Corp. Series 2008-C2, Class AM 6.80% due 02/12/51(1)(3)		1,698,000		846,786
LB Commercial Conduit Mtg. Trust Series 1998-C1, Class E 7.00% due 02/18/30(1)		285,000		309,378
Residential Asset Securities Corp. Series 2003-KS10, Class AI6 4.54% due 12/25/33		166,896		142,444
Swift Master Auto Receivables Trust Series 2007-2, Class A 0.92% due 10/15/12(4)		2,260,734		2,145,075
Wells Fargo Mtg. Backed Securities Trust Series 2006-AR12, Class 2A1 6.10% due 09/25/36(2)		380,867		289,225
Total Asset Backed Securities
(cost $11,855,302)				9,601,531
CONVERTIBLE BONDS & NOTES — 0.0%
Telecom Services — 0.0%
ICO North America, Inc. 7.50% due 08/15/09†(6)(10)(11)(12)(13)(14) (cost $28,000)		28,000		9,800
U.S.CORPORATE BONDS & NOTES — 34.1%
Advertising Services — 0.0%
Visant Holding Corp. Company Guar. Notes 7.63% due 10/01/12		25,000		25,125
Aerospace/Defense — 0.1%
Meccanica Holdings USA Company Guar. Notes 7.38% due 07/15/39*		148,000		168,530

Security Description	Principal Amount		Market Value (Note 2)
Agricultural Chemicals — 0.1%
Terra Capital, Inc. Company Guar. Notes 7.00% due 02/01/17	$	160,000	$	150,800
Airlines — 0.3%
American Airlines, Inc. Pass Through Certs. Series 2001-1, Class A-2 6.82% due 05/23/11		145,000		124,700
American Airlines, Inc. Pass Through Certs. Series 2001-2, Class A-2 7.86% due 04/01/13		18,000		17,190
Continental Airlines, Inc. Pass Through Certs. Series 2001-1, Class A-2 6.50% due 06/15/11		80,000		76,000
Delta Air Lines, Inc. Pass Through Certs. Series 2001-1, Class A2 7.11% due 03/18/13		75,000		72,375
Northwest Airlines, Inc. Pass Through Certs. Series 2002-1, Class G2 6.26% due 11/20/21		158,539		112,167
United AirLines, Inc. Pass Through Certs. Series 2001-1 Class B 6.93% due 09/01/11		82,000		108,650
				511,082
Banks - Commercial — 1.3%
BB&T Corp. Senior Notes 3.10% due 07/28/11		310,000		313,059
CoBank ACB Sub. Notes 7.88% due 04/16/18*		80,000		77,372
Credit Suisse/New York Sub. Notes 6.00% due 02/15/18		460,000		473,103
KeyBank NA Sub. Notes 5.45% due 03/03/16		258,000		226,186
KeyBank NA Sub. Notes 7.41% due 10/15/27		82,000		81,891
PNC Bank NA Sub. Notes 6.88% due 04/01/18		170,000		180,434
Sovereign Bank Sub. Notes 8.75% due 05/30/18		106,000		115,420
Union Bank of California NA Sub. Notes 5.95% due 05/11/16		170,000		165,815
Wachovia Bank NA Sub. Notes 5.00% due 08/15/15		446,000		429,702
Wachovia Bank NA Sub. Notes 5.60% due 03/15/16		90,000		91,097
				2,154,079

12

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Banks - Fiduciary — 0.2%
State Street Capital Trust IV Company Guar. Notes 1.63% due 06/15/37(4)	$	420,000	$	262,279
Banks - Money Center — 0.0%
Chase Capital III Company Guar. Notes 0.91% due 03/01/27(4)		92,000		57,920
Banks - Super Regional — 1.2%
BAC Capital Trust XIII Bank Guar. Notes 0.70% due 03/15/12(4)(5)		822,000		397,716
Bank of America Corp. Senior Notes 4.90% due 05/01/13		439,000		443,181
National City Corp. Senior Notes 4.90% due 01/15/15		99,000		99,117
PNC Preferred Funding Trust I Jr. Sub. Notes 6.11% due 03/15/12*(4)(5)		250,000		145,173
USB Capital IX Company Guar. Notes 6.19% due 04/15/11(4)(5)		523,000		376,560
Wachovia Corp. Sub. Notes 5.63% due 10/15/16		155,000		154,587
Wells Fargo Bank NA Sub. Notes 5.75% due 05/16/16		311,000		318,654
		��
				1,934,988
Beverages - Non-alcoholic — 0.4%
Bottling Group LLC Company Guar. Notes 6.95% due 03/15/14		304,000		356,086
The Coca-Cola Co. Senior Notes 4.88% due 03/15/19		320,000		335,537
				691,623
Brewery — 0.2%
Anheuser-Busch InBev Worldwide, Inc. Company Guar. Notes 7.75% due 01/15/19*		336,000		393,420
Broadcast Services/Program — 0.1%
Nexstar Broadcasting, Inc. Company Guar. Notes 0.50% due 01/15/14*(16)		179,648		70,063
Nexstar Broadcasting, Inc. Company Guar. Notes 7.00% due 01/15/14		60,000		23,700
				93,763
Building Products-Cement — 0.0%
Texas Industries, Inc. Company Guar. Notes 7.25% due 07/15/13		50,000		46,750
Cable TV — 0.4%
Comcast Corp. Company Guar. Notes 5.90% due 03/15/16		550,000		586,717

Security Description	Principal Amount		Market Value (Note 2)
Cable/Satellite TV — 1.5%
CCH II LLC/CCH II Capital Corp. Senior Notes 10.25% due 09/15/10†(6)(7)	$	34,000	$	37,782
CCH II LLC/CCH II Capital Corp. Company Guar. Notes 10.25% due 10/01/13†*(6)(7)		309,000		323,291
CCO Holdings LLC/CCO Holdings Capital Corp. Senior Notes 8.75% due 11/15/13†(6)(7)		30,000		30,300
Charter Communications Operating LLC/Charter Communications Operating Capital Senior Notes 10.38% due 04/30/14†*(6)(7)		338,000		342,225
Comcast Corp. Company Guar. Notes 5.85% due 11/15/15		236,000		255,840
COX Communications, Inc. Senior Notes 6.95% due 06/01/38*		125,000		136,596
COX Communications, Inc. Notes 7.13% due 10/01/12		156,000		172,947
COX Communications, Inc. Senior Notes 9.38% due 01/15/19*		348,000		443,583
CSC Holdings, Inc. Senior Notes 8.50% due 06/15/15*		125,000		126,250
DirecTV Holdings LLC/DirecTV Financing Co. Company Guar. Notes 7.63% due 05/15/16		340,000		357,850
Time Warner Cable, Inc. Company Guar. Notes 6.75% due 06/15/39		190,000		203,176
				2,429,840
Casino Hotels — 0.1%
MGM Mirage, Inc. Senior Sec. Notes 11.13% due 11/15/17*		75,000		80,719
Turning Stone Resort Casino Enterprise Senior Notes 9.13% due 09/15/14*		118,000		108,265
				188,984
Casino Services — 0.1%
Indianapolis Downs LLC & Capital Corp. Senior Sec. Notes 11.00% due 11/01/12*		75,000		53,250
Snoqualmie Entertainment Authority Senior Sec. Notes 9.13% due 02/01/15*		120,000		66,000
				119,250
Cellular Telecom — 0.6%
Cingular Wireless Services, Inc. Senior Notes 7.88% due 03/01/11		594,000		644,392
Cricket Communications, Inc. Company Guar. Notes 9.38% due 11/01/14		28,000		26,390
Cricket Communications, Inc. Company Guar. Notes 10.00% due 07/15/15		115,000		111,262

13

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Cellular Telecom (continued)
Nextel Communications, Inc. Company Guar. Notes 5.95% due 03/15/14	$	200,000	$	168,000
				950,044
Chemicals - Diversified — 0.4%
E.I. du Pont de Nemours & Co. Senior Notes 4.75% due 03/15/15		160,000		170,714
Olin Corp. Senior Notes 8.88% due 08/15/19		45,000		45,450
The Dow Chemical Co. Senior Notes 5.90% due 02/15/15		155,000		154,725
The Dow Chemical Co. Senior Notes 8.55% due 05/15/19		193,000		210,226
				581,115
Chemicals - Specialty — 0.1%
Huntsman International LLC Company Guar. Notes 7.88% due 11/15/14		85,000		75,650
Momentive Performance Materials, Inc. Company Guar. Notes 9.75% due 12/01/14		75,000		48,750
Momentive Performance Materials, Inc. Company Guar. Notes 12.50% due 06/15/14*		66,000		62,370
				186,770
Computer Services — 0.0%
Compucom Systems, Inc. Senior Sub. Notes 12.50% due 10/01/15*		65,000		58,500
Consumer Products - Misc. — 0.1%
American Achievement Corp. Company Guar. Notes 8.25% due 04/01/12*		185,000		181,300
Containers - Metal/Glass — 0.1%
Ball Corp. Company Guar. Notes 7.13% due 09/01/16		176,000		176,000
Decision Support Software — 0.1%
Vangent, Inc. Company Guar. Notes 9.63% due 02/15/15		125,000		116,250
Direct Marketing — 0.0%
Affinity Group, Inc. Company Guar. Notes 9.00% due 02/15/12		95,000		60,800
Distribution/Wholesale — 0.1%
KAR Holdings, Inc. Company Guar. Notes 4.48% due 05/01/14(4)		108,000		89,100
KAR Holdings, Inc. Company Guar. Notes 8.75% due 05/01/14		42,000		39,585
				128,685

Security Description	Principal Amount		Market Value (Note 2)
Diversified Banking Institutions — 3.8%
Bank of America Corp. Sub. Notes 5.75% due 08/15/16	$	391,000	$	373,821
Bank of America Corp. Senior Notes 5.75% due 12/01/17		318,000		309,331
Bank of America Corp. Notes 6.50% due 08/01/16		318,000		327,696
Bank of America Corp. Sub. Notes 7.25% due 10/15/25		75,000		72,643
Citigroup, Inc. Sub. Notes 5.00% due 09/15/14		669,000		612,945
Citigroup, Inc. Senior Notes 5.50% due 04/11/13		211,000		210,019
Citigroup, Inc. Senior Notes 5.85% due 07/02/13		385,000		387,319
Citigroup, Inc. Senior Notes 6.13% due 05/15/18		336,000		315,923
Citigroup, Inc. Sub. Notes 6.13% due 08/25/36		168,000		131,541
Citigroup, Inc. Senior Notes 6.88% due 03/05/38		202,000		182,440
GMAC LLC Senior Notes 6.00% due 12/15/11		250,000		228,750
GMAC LLC Company Guar. Notes 6.88% due 09/15/11*		278,000		256,455
GMAC LLC Sub. Notes 8.00% due 12/31/18*		295,000		214,613
JP Morgan Chase & Co. Sub. Notes 4.89% due 09/01/15(4)		317,000		286,175
Morgan Stanley Sub. Notes 4.75% due 04/01/14		158,000		156,857
Morgan Stanley Senior Notes 6.00% due 04/28/15		888,000		938,017
The Goldman Sachs Group, Inc. Senior Notes 5.13% due 01/15/15		363,000		376,191
The Goldman Sachs Group, Inc. Senior Notes 5.95% due 01/18/18		260,000		270,662
The Goldman Sachs Group, Inc. Sub. Notes 6.75% due 10/01/37		401,000		401,473
				6,052,871
Diversified Financial Services — 0.6%
General Electric Capital Corp. Senior Notes 5.88% due 01/14/38		344,000		305,371

14

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Diversified Financial Services (continued)
General Electric Capital Corp. Senior Notes 6.88% due 01/10/39	$	568,000	$	563,329
USAA Capital Corp. Notes 3.50% due 07/17/14*		126,000		125,430
				994,130
Diversified Manufacturing Operations — 0.1%
General Electric Co. Senior Notes 5.25% due 12/06/17		119,000		121,497
Electric - Generation — 0.4%
Edison Mission Energy Senior Notes 7.20% due 05/15/19		280,000		203,000
The AES Corp. Senior Notes 8.00% due 10/15/17		320,000		306,400
The AES Corp. Senior Notes 8.88% due 02/15/11		190,000		195,700
				705,100
Electric - Integrated — 3.5%
Ameren Corp. Senior Notes 8.88% due 05/15/14		259,000		282,001
CenterPoint Energy Houston Electric LLC General and Refunding Mtg. Notes 7.00% due 03/01/14		266,000		295,757
Commonwealth Edison Co. 1st Mtg. Notes 6.15% due 09/15/17		181,000		199,011
Dominion Resources, Inc. Jr. Sub Notes 6.30% due 09/30/66(4)		506,000		369,380
Energy East Corp. Notes 6.75% due 07/15/36		365,000		402,103
Entergy Gulf States Louisiana LLC 1st Mtg. Bonds 6.00% due 05/01/18		479,000		496,853
Entergy Texas, Inc. 1st Mtg. Notes 7.13% due 02/01/19		30,000		33,085
FirstEnergy Corp. Senior Notes 7.38% due 11/15/31		248,000		273,779
FirstEnergy Solutions Corp. Company Guar. Notes 6.05% due 08/15/21*		201,000		203,191
FirstEnergy Solutions Corp. Company Guar. Notes 6.80% due 08/15/39*		371,000		378,950
Mirant Americas Generation LLC Senior Notes 8.30% due 05/01/11		395,000		396,975
Mirant Mid - Atlantic LLC Pass Through Certs., Series B 9.13% due 06/30/17		89,453		89,117
Nevada Power Co. General and Refunding Mtg. Notes 7.13% due 03/15/19		442,000		503,491

Security Description	Principal Amount		Market Value (Note 2)
Electric - Integrated (continued)
Pepco Holdings, Inc. Senior Notes 6.13% due 06/01/17	$	90,000	$	91,789
Pepco Holdings, Inc. Senior Notes 6.45% due 08/15/12		490,000		521,312
PPL Electric Utilities Corp. 1st Mtg. Bonds 6.25% due 05/15/39		195,000		219,872
PSEG Power LLC Company Guar. Notes 7.75% due 04/15/11		115,000		123,969
Sierra Pacific Power Co. General and Refunding Mtg. Notes 6.75% due 07/01/37		359,000		390,844
Texas Competitive Electric Holdings Co., LLC Company Guar. Notes, Series A 10.25% due 11/01/15		165,000		109,312
Texas Competitive Electric Holdings Co., LLC Company Guar. Notes, Series B 10.25% due 11/01/15		25,000		16,562
Toledo Edison Co. 1st Mtg. Notes 7.25% due 05/01/20		153,000		178,394
				5,575,747
Electronic Components - Semiconductors — 0.3%
Amkor Technology, Inc. Senior Notes 7.75% due 05/15/13		90,000		89,100
National Semiconductor Corp. Senior Notes 6.60% due 06/15/17		215,000		198,186
Spansion LLC Senior Sec. Notes 5.33% due 06/01/13†*(4)(6)(7)		145,000		128,688
				415,974
Electronics - Military — 0.1%
L - 3 Communications Corp. Company Guar. Notes 6.38% due 10/15/15		95,000		89,538
Enterprise Software/Service — 0.1%
Oracle Corp. Senior Notes 3.75% due 07/08/14		160,000		165,298
Finance - Auto Loans — 0.3%
Ford Motor Credit Co. LLC Senior Notes 7.38% due 02/01/11		275,000		265,845
Ford Motor Credit Co. LLC Notes 7.88% due 06/15/10		222,000		221,537
				487,382
Finance - Commercial — 0.2%
CIT Group, Inc. Senior Notes 5.80% due 07/28/11		38,000		22,633

15

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount		Market Value (Note2)
U.S. CORPORATE BONDS & NOTES (continued)
Finance - Commercial (continued)
Textron Financial Corp. Senior Notes 5.40% due 04/28/13	$	410,000	$	361,482
				384,115
Finance - Consumer Loans — 0.1%
SLM Corp. Senior Notes 5.13% due 08/27/12		174,000		136,590
Finance - Credit Card — 0.2%
FIA Card Services NA Sub. Notes 7.13% due 11/15/12		230,000		238,597
Finance - Investment Banker/Broker — 1.2%
Lehman Brothers Holdings Capital Trust VII Company Guar. Notes 5.86% due 05/31/12†(4)(5)(6)(7)		148,000		15
Lehman Brothers Holdings, Inc. Sub. Notes 6.75% due 12/28/17†(6)(7)		179,000		18
Lehman Brothers Holdings, Inc. Sub. Notes 7.50% due 05/11/38†(6)(7)		230,000		23
Merrill Lynch & Co., Inc. Sub. Notes 5.70% due 05/02/17		187,000		175,018
Merrill Lynch & Co., Inc. Sub. Notes 6.22% due 09/15/26		215,000		193,916
Merrill Lynch & Co., Inc. Senior Notes 6.40% due 08/28/17		176,000		173,447
The Bear Stearns Cos., Inc. Senior Notes 5.30% due 10/30/15		355,000		359,809
The Bear Stearns Cos., Inc. Senior Notes 5.70% due 11/15/14		283,000		303,717
The Bear Stearns Cos., Inc. Senior Notes 6.40% due 10/02/17		595,000		645,672
				1,851,635
Finance - Mortgage Loan/Banker — 0.2%
Countrywide Financial Corp. Sub. Notes 6.25% due 05/15/16		150,000		145,511
Countrywide Home Loans, Inc. Company Guar. Notes 4.00% due 03/22/11		190,000		191,842
				337,353
Food - Meat Products — 0.0%
Smithfield Foods, Inc. Senior Sec. Notes 10.00% due 07/15/14*		75,000		76,500
Food - Misc. — 0.3%
HJ Heinz Finance Co. Company Guar. Notes 7.13% due 08/01/39*		148,000		173,788

Security Description	Principal Amount		Market Value (Note 2)
Food - Misc. (continued)
Kraft Foods, Inc. Senior Notes 6.75% due 02/19/14	$	256,000	$	290,536
				464,324
Funeral Services & Related Items — 0.1%
Carriage Services, Inc. Senior Notes 7.88% due 01/15/15		125,000		112,500
Gambling (Non-Hotel) — 0.1%
Downstream Development Authority Senior Sec. Notes 12.00% due 10/15/15*		140,000		88,550
Gas - Distribution — 0.2%
Sempra Energy Senior Notes 6.50% due 06/01/16		340,000		373,942
Home Furnishings — 0.0%
Simmons Co. Senior Disc. Notes 10.00% due 12/15/14(8)		7,000		2,170
Independent Power Producers — 0.2%
NRG Energy, Inc. Company Guar. Notes 7.38% due 02/01/16		280,000		267,750
Insurance Brokers — 0.1%
Marsh & McLennan Cos., Inc. Senior Notes 5.15% due 09/15/10		145,000		145,222
USI Holdings Corp. Senior Sub. Notes 9.75% due 05/15/15*		40,000		32,650
				177,872
Insurance - Life/Health — 0.3%
Americo Life, Inc. Notes 7.88% due 05/01/13*		109,000		77,390
Monumental Global Funding II Senior Sec. Notes 5.65% due 07/14/11*		120,000		122,645
Prudential Financial, Inc. Senior Notes 6.20% due 01/15/15		302,000		316,362
				516,397
Insurance - Multi - line — 0.7%
Hartford Financial Services Group, Inc. Senior Notes 5.95% due 10/15/36		349,000		255,789
Metlife, Inc. Senior Notes 6.13% due 12/01/11		200,000		213,749
MetLife, Inc. Senior Notes 6.75% due 06/01/16		175,000		191,431
Metropolitan Life Global Funding I Notes 5.13% due 06/10/14*		380,000		395,992
				1,056,961

16

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Insurance - Mutual — 0.4%
Liberty Mutual Group, Inc. Company Guar. Bonds 10.75% due 06/15/58*(4)	$	384,000	$	337,920
Massachusetts Mutual Life Insurance Co. Notes 8.88% due 06/01/39*		228,000		255,859
				593,779
Insurance - Property/Casualty — 0.2%
ACE INA Holdings, Inc. Company Guar. Notes 5.60% due 05/15/15		269,000		288,077
W.R. Berkley Corp. Senior Notes 6.25% due 02/15/37		95,000		74,820
				362,897
Investment Management/Advisor Services — 0.0%
Ameriprise Financial, Inc. Senior Notes 5.35% due 11/15/10		8,000		8,015
Medical Labs & Testing Services — 0.1%
Howard Hughes Medical Institute Senior Notes 3.45% due 09/01/14		155,000		157,197
Medical Products — 0.5%
Baxter International, Inc. Senior Notes 5.90% due 09/01/16		500,000		558,392
CareFusion Corp. Senior Notes 4.13% due 08/01/12*		180,000		183,426
LVB Acquisition Holding LLC Company Guar. Notes 10.38% due 10/15/17(10)		54,000		56,295
				798,113
Medical - Biomedical/Gene — 0.2%
Amgen, Inc. Senior Notes 5.85% due 06/01/17		350,000		386,533
Medical - Drugs — 0.6%
Axcan Intermediate Holdings, Inc. Senior Notes 9.25% due 03/01/15		75,000		77,063
Merck & Co., Inc. Senior Notes 4.00% due 06/30/15		128,000		133,408
Wyeth Bonds 5.50% due 02/01/14		693,000		757,768
				968,239
Medical - Generic Drugs — 0.2%
Watson Pharmaceuticals, Inc. Senior Notes 6.13% due 08/15/19		336,000		345,447
Medical - HMO — 0.2%
UnitedHealth Group, Inc. Senior Notes 5.25% due 03/15/11		195,000		201,779

Security Description	Principal Amount		Market Value (Note 2)
Medical - HMO (continued)
WellPoint, Inc. Senior Notes 5.00% due 01/15/11	$	117,000	$	120,929
				322,708
Medical - Hospitals — 0.6%
Community Health Systems, Inc. Company Guar. Notes 8.88% due 07/15/15		120,000		120,450
HCA, Inc. Senior Notes 7.50% due 11/15/95		250,000		163,928
HCA, Inc. Senior Notes 8.50% due 04/15/19*		375,000		379,687
HCA, Inc. Senior Sec. Notes 9.25% due 11/15/16		175,000		177,187
IASIS Healthcare LLC/IASIS Capital Corp. Company Guar. Notes 8.75% due 06/15/14		125,000		122,188
				963,440
Metal - Aluminum — 0.2%
Alcoa, Inc. Senior Notes 6.50% due 06/15/18		224,000		213,193
Noranda Aluminum Acquisition Corp. Company Guar. Notes 5.41% due 11/15/14(10)		108,856		66,402
				279,595
Metal - Copper — 0.2%
Freeport-McMoRan Corp. Company Guar. Notes 8.75% due 06/01/11		301,000		321,517
Multimedia — 0.4%
News America, Inc. Company Guar. Notes 6.15% due 03/01/37		205,000		198,022
News America, Inc. Company Guar. Notes 6.90% due 08/15/39*		185,000		194,698
Time Warner Entertainment Co. LP Senior Notes 8.38% due 07/15/33		256,000		308,296
				701,016
Non - Hazardous Waste Disposal — 0.5%
Allied Waste North America, Inc. Company Guar. Notes 7.38% due 04/15/14		125,000		130,298
Republic Services, Inc. Senior Notes 5.50% due 09/15/19*		120,000		119,807
Republic Services, Inc. Notes 6.09% due 03/15/35*		75,000		68,298
Waste Management, Inc. Company Guar. Notes 6.38% due 11/15/12		162,000		177,301

17

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (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 7.75% due 05/15/32	$	205,000	$	237,049
				732,753
Office Automation & Equipment — 0.4%
Pitney Bowes, Inc. Senior Notes 5.25% due 01/15/37		510,000		507,324
Xerox Corp. Senior Notes 6.35% due 05/15/18		165,000		168,840
				676,164
Oil & Gas Drilling — 0.1%
Rowan Cos., Inc. Senior Notes 7.88% due 08/01/19		160,000		168,656
Oil Companies - Exploration & Production — 1.3%
Chesapeake Energy Corp. Senior Notes 7.25% due 12/15/18		100,000		91,500
Chesapeake Energy Corp. Company Guar. Notes 7.50% due 09/15/13		665,000		651,700
Devon Financing Corp. ULC Company Guar. Notes 6.88% due 09/30/11		550,000		600,173
Hilcorp Energy I LP Senior Notes 7.75% due 11/01/15*		145,000		133,763
Kerr-McGee Corp. Company Guar. Notes 6.95% due 07/01/24		168,000		173,486
Sabine Pass LNG LP Senior Sec. Notes 7.50% due 11/30/16		515,000		417,150
				2,067,772
Oil Companies - Integrated — 0.7%
ConocoPhillips Holding Co. Senior Notes 6.95% due 04/15/29		196,000		225,963
Hess Corp. Senior Notes 7.13% due 03/15/33		195,000		216,395
Hess Corp. Senior Notes 7.88% due 10/01/29		265,000		314,535
Phillips Petroleum Co. Debentures 7.00% due 03/30/29		293,000		328,277
				1,085,170
Oil Refining & Marketing — 0.1%
Valero Energy Corp. Senior Notes 6.63% due 06/15/37		191,000		166,017
Paper & Related Products — 0.2%
Georgia - Pacific LLC Company Guar. Notes 7.00% due 01/15/15*		90,000		86,625

Security Description	Principal Amount		Market Value (Note 2)
Paper & Related Products (continued)
Georgia - Pacific LLC Company Guar. Notes 7.13% due 01/15/17*	$	20,000	$	19,200
MeadWestvaco Corp. Senior Notes 7.38% due 09/01/19		170,000		172,810
				278,635
Pharmacy Services — 0.2%
Express Scripts, Inc. Senior Notes 6.25% due 06/15/14		175,000		191,256
Express Scripts, Inc. Senior Notes 7.25% due 06/15/19		112,000		129,885
				321,141
Physicians Practice Management — 0.0%
US Oncology, Inc. Senior Sec. Notes 9.13% due 08/15/17*		75,000		78,000
Pipelines — 1.4%
Boardwalk Pipelines LLC Company Guar. Notes 5.75% due 09/15/19		297,000		294,300
Copano Energy LLC Company Guar. Notes 8.13% due 03/01/16		545,000		521,838
Copano Energy LLC / Copano Energy Finance Corp. Company Guar. Notes 7.75% due 06/01/18		50,000		46,250
Dynegy - Roseton Danskammer Pass Through Certs., Series B 7.67% due 11/08/16		215,000		192,425
Enterprise Products Operating LLC Company Guar. Notes 4.60% due 08/01/12		175,000		181,587
ONEOK, Inc. Senior Notes 6.00% due 06/15/35		159,000		152,277
Plains All American Pipeline, LP Senior Notes 4.25% due 09/01/12		249,000		254,235
Williams Cos., Inc. Senior Notes 7.88% due 09/01/21		540,000		584,730
				2,227,642
Property Trust — 0.2%
WEA Finance LLC / WT Finance Australia Property, Ltd. Company Guar. Notes 6.75% due 09/02/19*		360,000		354,592
Publishing - Periodicals — 0.0%
The Reader’s Digest Association, Inc. Company Guar. Notes 9.00% due 02/15/17†(6)(7)		120,000		2,850
Recycling — 0.0%
Aleris International, Inc. Company Guar. Notes 9.00% due 12/15/14†(6)(7)(10)		100,000		510

18

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Research & Development — 0.1%
Alion Science and Technology Corp. Company Guar. Notes 10.25% due 02/01/15	$	155,000	$	102,300
Retail - Discount — 0.1%
Wal - Mart Stores, Inc. Senior Notes 3.20% due 05/15/14		170,000		173,450
Retail - Regional Department Stores — 0.0%
Macy’s Retail Holdings, Inc. Company Guar. Notes 6.65% due 07/15/24		22,000		17,013
Schools — 0.2%
Princeton University Senior Notes 5.70% due 03/01/39		226,000		241,896
Special Purpose Entities — 1.0%
CCM Merger, Inc. Notes 8.00% due 08/01/13*		150,000		121,500
CDX North America High Yield Credit Linked Certificates, Series 10-T 8.88% due 06/29/13*(15)		496,770		458,891
Chukchansi Economic Development Authority Senior Notes 8.00% due 11/15/13*		120,000		96,000
Citicorp Lease Pass - Through Trust 1999-1 Pass Thru Certs. 8.04% due 12/15/19*		239,000		214,184
Principal Life Global Funding I Senior Sec. Notes 5.25% due 01/15/13*		739,000		751,126
				1,641,701
Steel - Producers — 0.4%
Reliance Steel & Aluminum Co. Company Guar. Notes 6.85% due 11/15/36		690,000		538,373
Ryerson, Inc. Company Guar. Notes 7.86% due 11/01/14(4)		125,000		106,250
				644,623
Telecom Services — 0.6%
Bellsouth Telecommunications, Inc. Senior Notes 7.00% due 12/01/95		357,000		357,762
Embarq Corp. 8.00% due 06/01/36		76,000		78,213
PAETEC Holding Corp. Company Guar. Notes 9.50% due 07/15/15		210,000		181,125
Qwest Corp. Senior Notes 6.50% due 06/01/17		200,000		184,000
Qwest Corp. Senior Notes 7.50% due 10/01/14		135,000		133,819
				934,919

Security Description	Principal Amount		Market Value (Note 2)
Telephone - Integrated — 1.0%
AT&T, Inc. Senior Notes 5.63% due 06/15/16	$	155,000	$	167,425
BellSouth Corp. Senior Notes 6.88% due 10/15/31		185,000		202,646
Cincinnati Bell, Inc. Company Guar. Notes 7.00% due 02/15/15		14,000		13,160
Citizens Communications Co. Senior Notes 9.00% due 08/15/31		125,000		115,156
Pacific Bell Telephone Co. Company Guar. Notes 7.13% due 03/15/26		450,000		498,397
Sprint Capital Corp. Company Guar. Notes 8.75% due 03/15/32		335,000		278,050
Verizon Pennsylvania, Inc. Senior Bonds 8.35% due 12/15/30		160,000		179,591
Verizon Virginia, Inc. Senior Notes 4.63% due 03/15/13		155,000		159,758
				1,614,183
Television — 0.0%
Allbritton Communications Co. Senior Sub. Notes 7.75% due 12/15/12		65,000		55,575
Paxson Communications Corp. Senior Sec. Notes 8.38% due 01/15/13†*(4)(6)(7)(10)		226,373		6,791
Young Broadcasting, Inc. Company Guar. Notes 10.00% due 03/01/11†(6)(7)		105,000		12
				62,378
Transactional Software — 0.1%
Open Solutions, Inc. Company Guar. Notes 9.75% due 02/01/15*		120,000		78,600
Transport - Air Freight — 0.3%
Atlas Air, Inc. Pass Through Certs. Series 1991-1, Class A-1 7.20% due 01/02/19		258,710		175,923
Atlas Air, Inc. Pass Through Certs. Series 1991-1, Class B 7.63% due 01/02/15		190,663		112,491
Atlas Air, Inc. Pass Through Certs. Series 2000-1, Class A 8.71% due 01/02/19		226,674		158,672
				447,086
Transport - Rail — 0.6%
CSX Corp. Senior Notes 6.15% due 05/01/37		185,000		187,952
CSX Corp. Debentures 7.90% due 05/01/17		292,000		342,548

19

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Transport - Rail (continued)
Union Pacific Corp. Senior Notes 5.75% due 11/15/17	$	455,000	$	487,136
				1,017,636
Transport - Services — 0.2%
PHI, Inc. Company Guar. Notes 7.13% due 04/15/13		275,000		255,063
Total U.S. Corporate Bonds & Notes
(cost $54,518,175)				54,546,653
FOREIGN CORPORATE BONDS & NOTES — 7.6%
Banks - Commercial — 1.7%
Australia & New Zealand Banking Group, Ltd. Sub. Notes 1.71% due 10/30/09(4)(5)		390,000		195,000
Barclays Bank PLC Jr. Sub. Notes 5.93% due 12/15/16*(4)(5)		390,000		269,100
Barclays Bank PLC Sub. Notes 6.05% due 12/04/17*		342,000		337,537
Caisse Nationale des Caisses d’Epargne et de Prevoyance Senior Notes 3.82% due 12/30/09(4)(5)		132,000		80,520
Lloyds Banking Group PLC Jr. Sub. Notes 5.92% due 10/01/15*(4)(5)		205,000		86,100
Rabobank Nederland NV Senior Notes 4.20% due 05/13/14*		410,000		424,645
Standard Chartered PLC Senior Notes 5.50% due 11/18/14*		400,000		429,346
Svenska Handelsbanken AB Senior Notes 4.88% due 06/10/14*		250,000		261,720
Westpac Banking Corp. Sub. Notes 1.91% due 03/31/10(4)(5)		820,000		430,500
Westpac Banking Corp. Senior Notes 4.20% due 02/27/15		155,000		155,980
				2,670,448
Banks - Money Center — 0.2%
Bank of Scotland PLC Senior Sub. Notes 1.50% due 11/30/09(4)(5)		590,000		265,500
KBC Internationale Financieringsmaatschappij NV Bank Guar. Notes 6.00% due 02/07/10(3)(17)		177,000		110,183
				375,683
Cellular Telecom — 0.1%
Vodafone Group PLC Senior Notes 4.15% due 06/10/14		88,000		90,139
Vodafone Group PLC Senior Notes 5.38% due 01/30/15		98,000		103,128
				193,267

Security Description	Principal Amount		Market Value (Note 2)
Containers - Metal/Glass — 0.2%
Rexam PLC Senior Notes 6.75% due 06/01/13*	$	254,000	$	265,743
Cruise Lines — 0.2%
Royal Caribbean Cruises, Ltd. Senior Notes 7.00% due 06/15/13		300,000		266,250
Diversified Banking Institutions — 0.1%
Credit Agricole SA Jr. Sub. Notes 6.64% due 05/31/17*(4)(5)		350,000		231,000
Diversified Manufacturing Operations — 0.1%
Bombardier, Inc. Senior Notes 8.00% due 11/15/14*		103,000		100,554
Diversified Minerals — 0.3%
Anglo American Capital PLC Company Guar. Notes 9.38% due 04/08/19*		332,000		388,440
Teck Resources, Ltd. Senior Sec. Notes 10.25% due 05/15/16		80,000		88,400
Teck Resources, Ltd. Senior Sec. Notes 10.75% due 05/15/19		60,000		68,325
				545,165
Electric - Integrated — 0.8%
Electricite de France Notes 6.50% due 01/26/19*		500,000		570,933
Electricite de France Notes 6.95% due 01/26/39*		412,000		503,143
Empresa Nacional de Electricidad SA Bonds 7.33% due 02/01/37		210,000		214,780
				1,288,856
Finance - Investment Banker/Broker — 0.2%
Macquarie Group, Ltd. Notes 7.30% due 08/01/14*		292,000		303,565
Finance - Other Services — 0.3%
BP Capital Markets PLC Company Guar. Notes 3.88% due 03/10/15		465,000		480,220
Food - Meat Products — 0.1%
JBS SA Company Guar. Notes 9.38% due 02/07/11		100,000		101,500
Insurance - Multi-line — 0.3%
Aegon NV Senior Notes 3.60% due 07/15/14(4)(5)		104,000		43,680
XL Capital, Ltd. Senior Notes 5.25% due 09/15/14		297,000		269,495

20

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount		Market Value (Note 2)
FOREIGN CORPORATE BONDS & NOTES (continued)
Insurance - Multi-line (continued)
XL Capital, Ltd. Senior Notes 6.38% due 11/15/24	$	194,000	$	153,376
				466,551
Investment Companies — 0.1%
Xstrata Finance Canada, Ltd. Company Guar. Notes 6.90% due 11/15/37*		223,000		196,016
Medical Products — 0.0%
Angiotech Pharmaceuticals, Inc. Company Guar. Notes 4.22% due 12/01/13(4)		60,000		50,400
Medical - Drugs — 0.1%
Elan Finance PLC Company Guar. Bonds 7.75% due 11/15/11		196,000		190,120
Metal - Diversified — 0.1%
Noranda, Inc. Notes 6.00% due 10/15/15		200,000		190,262
Oil Companies - Exploration & Production — 0.7%
Nexen, Inc. Senior Notes 5.88% due 03/10/35		235,000		206,675
Nexen, Inc. Senior Notes 7.50% due 07/30/39		185,000		193,779
OPTI Canada, Inc. Senior Sec. Notes 7.88% due 12/15/14		190,000		121,600
OPTI Canada, Inc. Senior Notes 8.25% due 12/15/14		10,000		6,500
Talisman Energy, Inc. Senior Notes 7.75% due 06/01/19		340,000		395,646
Woodside Finance, Ltd. Company Guar. Notes 8.13% due 03/01/14*		155,000		171,722
				1,095,922
Printing - Commercial — 0.0%
Quebecor World Capital Corp. Company Guar. Notes 8.75% due 03/15/16†*(6)(7)		165,000		14,850
Satellite Telecom — 0.3%
Intelsat Intermediate Holding Co., Ltd. Company Guar. Notes 9.50% due 02/01/15(8)		65,000		63,375
Intelsat Subsidiary Holding Co., Ltd. Company Guar. Notes 8.50% due 01/15/13		215,000		216,612
Intelsat Subsidiary Holding Co., Ltd. Company Guar. Notes 8.88% due 01/15/15		145,000		146,088
				426,075
Special Purpose Entities — 0.5%
Aries Vermoegensverwaltungs GmbH Sec. Notes 9.60% due 10/25/14		500,000		627,500

Security Description	Principal Amount		Market Value (Note 2)
Special Purpose Entities (continued)
SMFG Preferred Capital, Ltd. Sub. Notes 6.08% due 01/25/17(4)(5)	$	272,000	$	236,482
				863,982
Steel - Producers — 0.1%
ArcelorMittal Senior Notes 6.13% due 06/01/18		128,000		122,512
Telephone - Integrated — 1.0%
Telecom Italia Capital SA Company Guar. Notes 4.95% due 09/30/14		1,192,000		1,230,242
Telefonica Emisiones SAU Company Guar. Notes 5.88% due 07/15/19		310,000		337,221
				1,567,463
Transport - Rail — 0.1%
Canadian National Railway Co. Senior Notes 6.38% due 10/15/11		180,000		197,497
Total Foreign Corporate Bonds & Notes
(cost $12,132,861)				12,203,901
FOREIGN GOVERNMENT AGENCIES — 0.0%
Sovereign — 0.0%
United Mexican States Notes 6.75% due 09/27/34 (cost $2,126)		2,000		2,075
U.S. GOVERNMENT AGENCIES — 33.2%
Federal Home Loan Mtg. Corp. — 24.1%
4.50% due 11/01/18		368,349		386,498
4.50% due 02/01/19		392,887		410,772
4.50% due 01/01/39		1,300,658		1,308,841
5.00% due 03/01/19		165,768		174,631
5.00% due 10/01/33		51,376		53,034
5.00% due 06/01/34		981,112		1,012,020
5.00% due 12/01/34		332,891		343,378
5.00% due 07/01/35		506,924		522,419
5.00% due 08/01/35		1,126,183		1,160,607
5.00% due 10/01/35		766,628		790,061
5.00% due 11/01/35		705,724		727,296
5.00% due 11/01/36		399,231		410,873
5.00% due 01/01/37		464,036		477,567
5.00% due 04/01/37		1,267,693		1,303,471
5.00% due 11/01/37		1,590,203		1,635,083
5.00% due 03/01/38		841,643		865,396
5.48% due 03/01/36(4)		333,884		349,645
5.50% due 11/01/18		195,790		208,645
5.50% due 10/01/33		487,084		510,344
5.50% due 07/01/34		305,803		320,215
5.50% due 02/01/35		468,514		490,155
5.50% due 07/01/35		13,600		14,229
5.50% due 05/01/37		1,117,818		1,166,483
5.50% due 09/01/37		1,598,306		1,667,888
5.50% due 10/01/37		6,439,532		6,719,879
5.50% due 07/01/38		326,679		340,901
5.81% due 01/01/37(4)		460,934		485,851
5.94% due 10/01/36(4)		1,904,527		1,999,864
6.00% due 07/01/35		432,824		457,957
6.00% due 12/01/36		495,709		523,874

21

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. GOVERNMENT AGENCIES (continued)
Federal Home Loan Mtg. Corp. (continued)
6.00% due 08/01/37	$	2,939,172	$	3,102,491
6.50% due 12/01/32		440,269		472,833
6.50% due 02/01/36		158,313		168,910
6.50% due 09/01/36		5,624		5,996
6.50% due 05/01/37		685,389		730,584
6.50% due 11/01/37		1,898,542		2,023,731
7.00% due 11/01/16		22,278		23,927
7.00% due 07/01/32		48,724		53,331
7.50% due 12/01/30		5,912		6,615
7.50% due 04/01/31		49,546		55,445
8.00% due 02/01/30		5,038		5,708
8.00% due 07/01/30		1,419		1,608
Federal Home Loan Mtg. Corp. REMIC Series 3102, Class PG 5.00% due 11/15/28		475,000		497,990
Series 3317, Class PD 5.00% due 09/15/31		610,000		641,601
Series 3116, Class PD 5.00% due 10/15/34		2,740,000		2,835,166
Series 3349, Class HB 5.50% due 06/15/31		1,106,000		1,164,296
				38,628,109
Federal National Mtg. Assoc. — 6.8%
4.50% due 06/01/18		93,111		97,804
4.77% due 10/01/35(4)		237,068		244,135
5.00% due 03/15/16		248,000		271,757
5.00% due 09/01/18		31,962		33,811
5.00% due 10/01/18		30,618		32,389
5.00% due 02/01/20		52,479		55,367
5.00% due 06/01/22		1,613,650		1,685,306
5.00% due 03/01/37		329,601		338,852
5.00% due 06/01/37		120,624		124,009
5.00% due 07/01/37		694,705		714,203
5.50% due 10/01/17		68,766		73,388
5.50% due 05/01/18		59,676		63,632
5.50% due 11/01/19		60,307		64,304
5.50% due 11/01/22		393,013		414,211
5.50% due 12/01/33		372,328		389,991
5.50% due 05/01/34		179,233		187,736
5.50% due 12/01/35		72,843		76,162
5.50% due 02/01/36(4)		306,670		323,040
5.50% due 11/01/36		599,176		625,543
6.00% due 09/01/16		88,823		95,044
6.00% due 12/01/16		21,726		23,247
6.00% due 12/01/33		388,521		412,417
6.00% due 07/01/34		335,546		356,020
6.00% due 10/01/36		1,319,566		1,393,302
6.00% due 10/01/37		690,671		728,402
6.50% due 02/01/17		36,339		39,170
6.50% due 03/01/17		44,669		48,149
6.50% due 04/01/29		45,089		48,776
6.50% due 06/01/29		110,962		120,037
6.50% due 07/01/32		48,186		52,006
6.50% due 02/01/37		940,406		1,007,906
7.00% due 09/01/31		115,352		126,830
Federal National Mtg. Assoc. REMIC Series 2005 - 12, Class BE 5.00% due 11/25/30		600,000		629,436
				10,896,382

Security Description	Shares/ Principal Amount		Market Value (Note 2)
Government National Mtg. Assoc. — 2.3%
5.00% due 05/15/34	$	1,257,358	$	1,302,493
6.00% due 09/15/38		2,158,637		2,279,766
6.50% due 06/15/29		14,876		16,099
7.00% due 09/15/28		13,046		14,370
				3,612,728
Total U.S. Government Agencies
(cost $51,011,954)				53,137,219
U.S. GOVERNMENT TREASURIES — 9.5%
United States Treasury Bonds — 3.1%
3.50% due 02/15/39		2,545,000		2,248,350
4.25% due 05/15/39		558,000		564,190
4.38% due 02/15/38		674,000		695,168
4.50% due 05/15/38		588,000		619,238
5.25% due 11/15/28		559,000		640,229
8.13% due 08/15/19		158,000		218,188
				4,985,363
United States Treasury Notes — 6.4%
0.88% due 03/31/11		600,000		601,336
1.00% due 07/31/11		2,000,000		2,002,812
1.13% due 01/15/12		750,000		748,301
2.25% due 05/31/14		181,000		180,562
2.38% due 08/31/14		186,000		185,869
2.63% due 06/30/14		1,156,000		1,171,082
2.63% due 02/29/16		2,750,000		2,701,875
2.75% due 02/15/19		760,000		719,447
3.13% due 05/15/19		262,000		255,778
3.63% due 08/15/19		295,000		300,531
3.75% due 11/15/18		505,000		518,572
4.25% due 08/15/15		750,000		813,046
				10,199,211
Total U.S. Government Treasuries
(cost $15,512,405)				15,184,574
COMMON STOCK — 0.0%
Independent Power Producers — 0.0%
Mirant Corp.† (cost $0)		186		3,134
PREFERRED STOCK — 0.9%
Banks - Commercial — 0.2%
CoBank ACB 11.00%*		7,302		358,711
Banks - Money Center — 0.2%
Santander Finance Preferred SA 4.00%(4)		23,200		364,936
Banks-Super Regional — 0.1%
Wachovia Capital Trust IX 6.38%		10,650		215,130
Diversified Financial Services — 0.1%
General Electric Capital Corp. 8.00%(8)		6,441		144,278
Finance-Mortgage Loan/Banker — 0.0%
Freddie Mac 0.00%(4)		6,900		14,766

22

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Shares/ Principal Amount			Market Value (Note 2)
PREFERRED STOCK (continued)
Special Purpose Entity — 0.3%
Structured Repackaged Asset-Backed Trust Securities 3.00%(4)		21,200		$	381,600
Total Preferred Stock
(cost $1,983,332)					1,479,421
Total Long-Term Investment Securities
(cost $147,044,155)					146,168,308
REPURCHASE AGREEMENT — 7.6%
Agreement with State Street Bank & Trust Co., bearing interest at 0.01%, dated 08/31/09, to be repurchased 09/01/09 in the amount of $12,099,003 and collateralized by $12,470,000 of United States Treasury Bills, bearing interest at 0.15% due 12/31/09 and having approximate value of $12,462,518 (cost $12,099,000)	$	12,099,000			12,099,000
TOTAL INVESTMENTS
(cost $159,143,155)(9)		98.9	%		158,267,308
Other assets less liabilities		1.1			1,703,894
NET ASSETS —		100.0	%	$	159,971,202

* 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 August 31, 2009, the aggregate value of these securities was $14,731,173 representing 9.2% of net assets. Unless otherwise indicated these securities are not considered to be illiquid.

† Non-income producing security

(1) Commercial Mortgage Backed Security

(2) Collateralized Mortgage Obligation

(3) Variable Rate Security — the rate reflected is as of August 31, 2009, maturity date reflects the stated maturity date.

(4) Floating rate security where the rate fluctuates. The rate moves up or down at each reset date. The rate reflected is as of August 31, 2009.

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

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

(7) Bond in default

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

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

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

(11) Illiquid security. At August 31,2009, the aggregate value of these securities was $9,800 representing 0.0% of net assets.

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

(13) 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 contactual 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 a 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 August 31, 2009, 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. 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
	02/27/09		1,000		1,000
		$	28,000	$	28,000	$	9,800	$	35.00	0.00	%

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

(15) The structured security is an investment in a trust that is linked to entities included in the CDX.NA.HY.10 index as published by CDS IndexCo LLC. Generally described, investors in the structured security are taking credit risk, and are providing credit protection to the trust, in respect of the entities included in the CDX.NA.HY.10 index. The trust, in turn, is taking credit risk with respect to the entities included in the CDX.NA.HY.10 index in the trust’s transactions with credit default swap counterparties and, through credit default swap agreements, is providing credit protection to credit default swap counterparties; see Note 2

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

(17) Variable Rate Security — the rate reflected is as of August 31, 2009, maturity date reflects the next reset date.

REMIC—Real Estate Mortgage Investment Conduit

The following is a summary of the inputs used to value the Fund’s net assets as of August 31, 2009 (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	$	–	$	9,601,531	$	–	$	9,601,531
Convertible Bonds & Notes		–		–		9,800		9,800
U.S. Corporate Bonds & Notes		–		53,934,002		612,651		54,546,653
Foreign Corporate Bonds & Notes		–		12,203,901		–		12,203,901
Foreign Government Agencies		–		2,075		–		2,075
U.S. Government Agencies		–		53,137,219		–		53,137,219
U.S. Government Treasuries		15,184,574		–		–		15,184,574
Common Stock		3,134		–		–		3,134
Preferred Stock		1,120,710		358,711		–		1,479,421
Repurchase Agreement				12,099,000				12,099,000
Total	$	16,308,418	$	141,336,439	$	622,451	$	158,267,308

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
Balance as of 8/31/2008	$	20,800		$	440,000
Accrued discounts/premiums		–			2,097
Realized gain(loss)		–			8,190
Change in unrealized appreciation(depreciation)		(13,000	)		(118,331	)
Net purchases(sales)		2,000			(391,692	)
Transfers in and/or out of Level 3		–			672,387
Balance as of 8/31/2009	$	9,800		$	612,651

See Notes to Financial Statements

23

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 (Unaudited)

Industry Allocation*

Cable/Satellite TV	5.8	%
Medical — Hospitals	5.5
Oil Companies — Exploration & Production	4.7
Telecom Services	4.1
Pipelines	3.8
Diversified Banking Institutions	3.7
Telephone — Integrated	3.2
Finance — Auto Loans	3.0
Repurchase Agreements	2.7
Electric — Generation	2.5
Electric — Integrated	2.3
Theaters	1.9
Medical — Drugs	1.9
Diversified Financial Services	1.9
Chemicals — Specialty	1.8
Airlines	1.8
Banks — Super Regional	1.7
Satellite Telecom	1.7
Independent Power Producers	1.6
Casino Services	1.6
Computer Services	1.3
Medical — HMO	1.2
Medical Products	1.1
Cellular Telecom	1.0
Diversified Manufacturing Operations	1.0
Tobacco	1.0
Metal — Aluminum	1.0
Food — Retail	1.0
Diversified Minerals	0.9
Casino Hotels	0.9
Paper & Related Products	0.9
Oil — Field Services	0.9
Auto/Truck Parts & Equipment — Original	0.9
Containers — Metal/Glass	0.8
Retail — Regional Department Stores	0.8
Auto/Truck Parts & Equipment — Replacement	0.7
Food — Meat Products	0.7
Machinery — General Industrial	0.7
Rubber — Tires	0.7
Decision Support Software	0.7
Gambling (Non-Hotel)	0.7
Retail — Apparel/Shoe	0.6
Auto — Cars/Light Trucks	0.6
Machinery — Farming	0.6
Storage/Warehousing	0.6
Transactional Software	0.6
Special Purpose Entities	0.6
Music	0.6
Real Estate Investment Trusts	0.6
Funeral Services & Related Items	0.5
Containers — Paper/Plastic	0.5
Retail — Petroleum Products	0.5
Steel — Producers	0.5
Electronics — Military	0.5
Agricultural Chemicals	0.5
Broadcast Services/Program	0.5
Diagnostic Kits	0.5
Distribution/Wholesale	0.5
Diversified Operations/Commercial Services	0.4
Hotels/Motels	0.4
Metal — Copper	0.4
Printing — Commercial	0.4
Advertising Services	0.4
Beverages — Wine/Spirits	0.4
Human Resources	0.3
Transport — Air Freight	0.3
Direct Marketing	0.3
Applications Software	0.3
Finance — Commercial	0.3

Building & Construction Products — Misc.	0.3
Rental Auto/Equipment	0.3
Publishing — Periodicals	0.3
Electronic Components — Semiconductors	0.3
Real Estate Management/Services	0.3
Retail — Drug Store	0.3
Transport — Services	0.3
Building Products — Cement	0.2
Non — Hazardous Waste Disposal	0.2
Private Corrections	0.2
Steel — Specialty	0.2
Building — Residential/Commercial	0.2
Retail — Sporting Goods	0.2
Multimedia	0.2
Retail — Restaurants	0.2
Oil Refining & Marketing	0.2
Medical — Biomedical/Gene	0.2
Investment Management/Advisor Services	0.2
Leisure Products	0.1
Electronic Components — Misc.	0.1
Hazardous Waste Disposal	0.1
Wireless Equipment	0.1
Consulting Services	0.1
Television	0.1
Specified Purpose Acquisitions	0.1
Consumer Products — Misc.	0.1
Textile — Home Furnishings	0.1
Gas — Distribution	0.1
Food — Misc.	0.1
Transport — Rail	0.1
Medical Information Systems	0.1
Beverages — Non-alcoholic	0.1
	95.0	%

Credit Quality†#

A	2.5	%
BBB	4.2
BB	29.3
B	38.5
CCC	17.3
CC	1.3
C	1.1
Below C	4.4
Not Rated@	1.4
	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.

24

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009

Security Description	Principal Amount		Market Value (Note 2)
CONVERTIBLE BONDS & NOTES — 0.1%
Drug Delivery Systems — 0.0%
Nektar Therapeutics Sub. Notes 3.25% due 09/28/12	$	75,000	$	62,625
Telecom Services — 0.1%
ICO North America, Inc. Notes 7.50% due 08/15/09†(2)(3)(4)(8)(12)		281,000		98,350
Total Convertible Bonds & Notes
(cost $355,376)				160,975
U.S. CORPORATE BONDS & NOTES — 80.7%
Advertising Services — 0.4%
Visant Holding Corp. Senior Notes 8.75% due 12/01/13		85,000		85,850
Visant Holding Corp. Senior Notes 10.25% due 12/01/13(1)		640,000		646,400
				732,250
Agricultural Chemicals — 0.5%
Terra Capital, Inc. Company Guar. Notes 7.00% due 02/01/17		970,000		914,225
Airlines — 1.8%
American Airlines, Inc. Pass Through Certs. Series 1999-1, Class B 7.32% due 10/15/09		25,000		24,625
American Airlines, Inc. Pass Through Certs. Series 2001-2, Class A-2 7.86% due 04/01/13		506,000		483,230
Continental Airlines, Inc. Pass Through Certs. Series 2001-1, Class A-2 6.50% due 06/15/11		250,000		237,500
Continental Airlines, Inc. Pass Through Certs. Series 1991, Class A 6.55% due 02/02/19		388,880		369,436
Delta Air Lines, Inc. Pass Through Certs. Series 2001-1, Class A2 7.11% due 09/18/11		675,000		651,375
Delta Air Lines, Inc. Pass Through Certs. Series 2000-1, Class A-2 7.57% due 11/18/10		150,000		146,250
United AirLines, Inc. Pass Through Certs. Series 2001-1, Class A-2 6.20% due 03/29/49		3,175		3,127
United AirLines, Inc. Pass Through Certs. Series 2001-1 Class B 6.93% due 09/01/11		873,000		1,156,725
United AirLines, Inc. Pass Through Certs. Series 2000-2, Class A-2 7.19% due 04/01/11		303,771		299,974
				3,372,242

Security Description	Principal Amount		Market Value (Note 2)
Applications Software — 0.3%
SS&C Technologies, Inc. Company Guar. Notes 11.75% due 12/01/13	$	600,000	$	618,750
Auto - Cars/Light Trucks — 0.6%
Ford Motor Co. Notes 7.45% due 07/16/31		1,550,000		1,185,750
Auto/Truck Parts & Equipment - Original — 0.4%
Cooper-Standard Automotive, Inc. Company Guar. Notes 8.38% due 12/15/14†(4)(5)		720,000		39,600
TRW Automotive, Inc. Company Guar. Notes 7.25% due 03/15/17*		925,000		777,000
				816,600
Auto/Truck Parts & Equipment - Replacement — 0.7%
Affinia Group, Inc. Senior Sec. Notes 10.75% due 08/15/16*		910,000		939,575
Allison Transmission Senior Notes 11.00% due 11/01/15*		525,000		472,500
Exide Corp. Notes 10.00% due 03/15/25†(2)(3)		300,000		0
				1,412,075
Banks - Super Regional — 1.7%
BAC Capital Trust XI Bank Guar. 6.63% due 05/23/36		385,000		302,084
Wells Fargo & Co. Jr. Sub. Notes 7.98% due 03/29/49(7)		3,250,000		2,925,000
				3,227,084
Beverages - Wine/Spirits — 0.4%
Constellation Brands, Inc. Company Guar. Notes 7.25% due 05/15/17		750,000		725,625
Broadcast Services/Program — 0.5%
Fisher Communications, Inc. Senior Notes 8.63% due 09/15/14		806,000		733,460
Nexstar Broadcasting, Inc. Company Guar. Notes 0.50% due 01/15/14*(6)		324,559		126,578
Nexstar Broadcasting, Inc. Company Guar. Notes 7.00% due 01/15/14		108,000		42,660
				902,698
Building & Construction Products - Misc. — 0.3%
Interline Brands, Inc. Senior Sub. Notes 8.13% due 06/15/14		583,000		575,713
Building Products - Cement — 0.2%
Texas Industries, Inc. Company Guar. Notes 7.25% due 07/15/13		450,000		420,750

25

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Cable/Satellite TV — 5.8%
CCH II LLC/CCH II Capital Corp. Senior Notes 10.25% due 09/15/10†(4)(5)	$	930,000	$	1,033,463
CCH II LLC/CCH II Capital Corp. Senior Notes, Series B 10.25% due 09/15/10†(4)(5)		505,000		561,181
CCH II LLC/CCH II Capital Corp. Company Guar. Notes 10.25% due 10/01/13*†(4)(5)		57,000		59,636
CCO Holdings LLC/CCO Holdings Capital Corp. Senior Notes 8.75% due 11/15/13†(4)(5)		2,299,000		2,321,990
Charter Communications Operating LLC Senior Notes 12.88% due 09/15/14*†(4)(5)		1,009,000		1,094,765
Charter Communications Operating LLC/Charter Communications Operating Capital Senior Notes 10.38% due 04/30/14*†(4)(5)		1,349,000		1,365,862
CSC Holdings, Inc. Senior Notes 7.63% due 04/01/11		1,185,000		1,199,813
DirecTV Holdings LLC/DirecTV Financing Co. Company Guar. Notes 7.63% due 05/15/16		990,000		1,041,975
Mediacom LLC / Mediacom Capital Corp. Senior Notes 9.13% due 08/15/19*		2,405,000		2,380,950
				11,059,635
Casino Hotels — 0.9%
Eldorado Casino Corp. (Shreveport) Sec. Bonds 10.00% due 08/01/12(6)		429,222		364,839
Eldorado Resorts LLC Senior Notes 9.00% due 04/15/14(2)(3)		475,000		438,211
MGM Mirage, Inc. Senior Sec. Notes 11.13% due 11/15/17*		900,000		968,625
				1,771,675
Casino Services — 0.8%
Indianapolis Downs LLC & Capital Corp. Senior Sec. Notes 11.00% due 11/01/12*		510,000		362,100
Peninsula Gaming LLC Senior Sec. Notes 8.38% due 08/15/15*		770,000		754,600
Peninsula Gaming LLC Senior Notes 10.75% due 08/15/17*		460,000		439,300
				1,556,000
Cellular Telecom — 1.0%
Cricket Communications, Inc. Senior Sec. Notes 7.75% due 05/15/16*		750,000		727,500
MetroPCS Wireless, Inc. Company Guar. Notes 9.25% due 11/01/14		904,000		887,050
Nextel Communications, Inc. Senior Notes 7.38% due 08/01/15		429,000		366,259
				1,980,809

Security Description	Principal Amount		Market Value (Note 2)
Chemicals - Specialty — 1.8%
Huntsman International LLC Senior Sub. Notes 7.38% due 01/01/15	$	910,000	$	782,600
Huntsman International LLC Company Guar. Notes 7.88% due 11/15/14		110,000		97,900
Johnsondiversey Holdings, Inc. Company Guar. Notes 9.63% due 05/15/12		1,280,000		1,299,200
Momentive Performance Materials, Inc. Company Guar. Notes 9.75% due 12/01/14		1,180,000		767,000
Momentive Performance Materials, Inc. Company Guar. Notes 12.50% due 06/15/14*		403,000		380,835
Tronox Worldwide LLC Company Guar. Notes 9.50% due 12/01/12†(4)(5)		677,000		196,330
				3,523,865
Computer Services — 1.3%
Sungard Data Systems, Inc. Company Guar. Notes 9.13% due 08/15/13		490,000		485,100
Sungard Data Systems, Inc. Senior Notes 10.63% due 05/15/15*		175,000		181,125
Unisys Corp. Senior Sec. Notes 12.75% due 10/15/14*		1,850,000		1,898,562
				2,564,787
Consulting Services — 0.1%
FTI Consulting, Inc. Company Guar. Notes 7.75% due 10/01/16		250,000		243,750
Consumer Products - Misc. — 0.1%
Prestige Brands, Inc. Senior Sub. Notes 9.25% due 04/15/12		200,000		202,000
Containers - Metal/Glass — 0.8%
Ball Corp. Company Guar. Notes 7.13% due 09/01/16		125,000		125,000
Ball Corp. Company Guar. Notes 7.38% due 09/01/19		185,000		184,537
Crown Cork & Seal Co., Inc. Debentures 7.38% due 12/15/26		275,000		237,875
Crown Cork & Seal Co., Inc. Debentures 8.00% due 04/15/23		285,000		265,050
Owens - Brockway Glass Container, Inc. Company Guar. Notes 8.25% due 05/15/13		735,000		742,350
				1,554,812
Containers - Paper/Plastic — 0.5%
Graphic Packaging International, Inc. Company Guar. Notes 9.50% due 06/15/17*		600,000		615,000
Sealed Air Corp. Senior Notes 7.88% due 06/15/17*		375,000		393,814
				1,008,814

26

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Decision Support Software — 0.7%
Vangent, Inc. Company Guar. Notes 9.63% due 02/15/15	$	1,435,000	$	1,334,550
Diagnostic Kits — 0.5%
Inverness Medical Innovations, Inc. Senior Notes 7.88% due 02/01/16		935,000		902,275
Direct Marketing — 0.3%
Affinity Group, Inc. Company Guar. Notes 9.00% due 02/15/12†		975,000		624,000
Distribution/Wholesale — 0.5%
KAR Holdings, Inc. Company Guar. Notes 4.48% due 05/01/14(7)		435,000		358,875
KAR Holdings, Inc. Company Guar. Notes 8.75% due 05/01/14		535,000		504,238
				863,113
Diversified Banking Institutions — 3.7%
Citigroup, Inc. Senior Sub. Notes 5.88% due 02/22/33		1,005,000		763,263
GMAC LLC Company Guar. Notes 6.00% due 04/01/11*		2,937,000		2,687,355
GMAC LLC Company Guar. Notes 6.88% due 09/15/11*		2,703,000		2,493,517
GMAC LLC Sub. Notes 8.00% due 12/31/18*		1,475,000		1,073,063
				7,017,198
Diversified Financial Services — 1.0%
Citigroup Capital XXI Company Guar. Bonds 8.30% due 12/21/77		2,340,000		1,971,450
Diversified Manufacturing Operations — 0.8%
Harland Clarke Holdings Corp. Notes 6.00% due 05/15/15(7)		400,000		287,000
Harland Clarke Holdings Corp. Notes 9.50% due 05/15/15		875,000		745,937
SPX Corp. Senior Notes 7.63% due 12/15/14		400,000		401,500
				1,434,437
Diversified Operations/Commercial Services — 0.4%
ARAMARK Corp. Company Guar. Notes 8.50% due 02/01/15		875,000		848,750
Electric - Generation — 2.5%
Edison Mission Energy Senior Notes 7.63% due 05/15/27		630,000		422,100
Homer City Funding LLC Senior Notes 8.14% due 10/01/19		389,880		366,487

Security Description	Principal Amount		Market Value (Note 2)
Electric - Generation (continued)
Midwest Generation LLC Pass Thru Certs., Series B 8.56% due 01/02/16	$	396,530	$	392,565
Reliant Energy Mid - Atlantic Power Holdings LLC Pass Through Certs., Series B 9.24% due 07/02/17		542,245		536,822
Reliant Energy Mid - Atlantic Power Holdings LLC Pass Through Certs., Series C 9.68% due 07/02/26		450,000		445,500
Sithe/Independence Funding Corp. Senior Notes 9.00% due 12/30/13		503,441		499,509
The AES Corp. Senior Notes 8.00% due 10/15/17		1,175,000		1,125,063
The AES Corp. Senior Notes 8.00% due 06/01/20		450,000		420,750
The AES Corp. Senior Sec. Notes Notes 8.75% due 05/15/13*		508,000		515,620
				4,724,416
Electric - Integrated — 2.1%
CMS Energy Corp. Senior Notes 8.75% due 06/15/19		125,000		132,637
Mirant Americas Generation LLC Senior Notes 8.30% due 05/01/11		550,000		552,750
Mirant Americas Generation LLC Senior Notes 8.50% due 10/01/21		1,100,000		907,500
Mirant Mid - Atlantic LLC Pass Through Certs., Series B 9.13% due 06/30/17		328,292		327,061
Texas Competitive Electric Holdings Co., LLC Company Guar. Notes, Series A 10.25% due 11/01/15		2,060,000		1,364,750
Texas Competitive Electric Holdings Co., LLC Company Guar. Notes, Series B 10.25% due 11/01/15		110,000		72,875
Texas Competitive Electric Holdings Co., LLC Company Guar. Notes 10.50% due 11/01/16(8)		1,014,000		593,190
				3,950,763
Electronic Components - Misc. — 0.2%
Jabil Circuit, Inc. Senior Notes 7.75% due 07/15/16		170,000		167,238
Sanmina - SCI Corp. Company Guar. Notes 6.75% due 03/01/13		125,000		114,375
				281,613
Electronic Components - Semiconductors — 0.3%
Amkor Technology, Inc. Senior Notes 7.75% due 05/15/13		535,000		529,650
Electronics - Military — 0.5%
L-3 Communications Corp. Company Guar. Notes 6.13% due 07/15/13		960,000		931,200

27

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Finance - Auto Loans — 3.0%
Ford Motor Credit Co. LLC Senior Notes 7.38% due 02/01/11	$	3,225,000	$	3,117,643
Ford Motor Credit Co. LLC Notes 7.88% due 06/15/10		223,000		222,535
Ford Motor Credit Co., LLC Senior Notes 9.75% due 09/15/10		2,450,000		2,473,701
				5,813,879
Finance - Commercial — 0.3%
CIT Group, Inc. Senior Notes 5.80% due 07/28/11		994,000		592,026
Food - Meat Products — 0.3%
Smithfield Foods, Inc. Senior Sec. Notes 10.00% due 07/15/14*		625,000		637,500
Food - Retail — 0.4%
Ingles Markets, Inc. Senior Notes 8.88% due 05/15/17		550,000		552,750
SUPERVALU, Inc. Senior Notes 8.00% due 05/01/16		275,000		271,563
				824,313
Funeral Services & Related Items — 0.5%
Carriage Services, Inc. Senior Notes 7.88% due 01/15/15		1,125,000		1,012,500
Gambling (Non-Hotel) — 0.1%
Greektown Holdings LLC Senior Notes 10.75% due 12/01/13*†(4)(5)		930,000		199,950
Gas - Distribution — 0.1%
MXEnergy Holdings, Inc. Senior Notes 8.43% due 08/01/11(7)		450,000		178,875
Hazardous Waste Disposal — 0.1%
Clean Harbors, Inc. Senior Sec. Notes 7.63% due 08/15/16*		280,000		280,700
Hotels/Motels — 0.4%
Gaylord Entertainment Co. Company Guar. Notes 6.75% due 11/15/14		617,000		519,823
Gaylord Entertainment Co. Company Guar. Notes 8.00% due 11/15/13		350,000		319,375
				839,198
Human Resources — 0.3%
Team Health, Inc. Company Guar. Notes 11.25% due 12/01/13		646,000		662,150
Independent Power Producers — 1.6%
Mirant North America LLC Senior Notes 7.38% due 12/31/13		725,000		696,000

Security Description	Principal Amount		Market Value (Note 2)
Independent Power Producers (continued)
NRG Energy, Inc. Company Guar. Notes 7.38% due 02/01/16	$	1,440,000	$	1,377,000
Orion Power Holdings, Inc. Senior Notes 12.00% due 05/01/10		450,000		464,625
RRI Energy, Inc. Senior Notes 7.88% due 12/31/17		690,000		612,375
				3,150,000
Investment Management/Advisor Services — 0.2%
Janus Capital Group, Inc. Notes 6.95% due 06/15/17		323,000		299,352
Leisure Products — 0.2%
Brunswick Corp. Senior Sec. Notes 11.25% due 11/01/16*		270,000		282,825
Machinery - Farming — 0.6%
Case New Holland, Inc. Company Guar. Notes 7.75% due 09/01/13*		1,175,000		1,157,375
Machinery - General Industrial — 0.7%
CPM Holdings, Inc. Senior Sec. Notes 10.63% due 09/01/14*		1,390,000		1,403,900
Medical Information Systems — 0.1%
Spheris, Inc. Senior Sub. Notes 11.00% due 12/15/12		300,000		127,500
Medical Products — 1.1%
DJO Finance LLC/DJO Finance Corp. Company Guar. Notes 10.88% due 11/15/14		325,000		312,000
LVB Acquisition Holding LLC Company Guar. Notes 10.00% due 10/15/17		1,133,000		1,189,650
LVB Acquisition Holding LLC Company Guar. Notes 10.38% due 10/15/17(8)		636,000		663,030
				2,164,680
Medical - Biomedical/Gene — 0.2%
Bio - Rad Laboratories, Inc. Senior Sub. Notes 8.00% due 09/15/16*		300,000		306,000
Medical - Drugs — 0.9%
Axcan Intermediate Holdings, Inc. Senior Notes 9.25% due 03/01/15		825,000		847,687
Valeant Pharmaceuticals International Senior Notes 8.38% due 06/15/16*		900,000		913,500
				1,761,187
Medical - HMO — 1.2%
CIGNA Corp. Senior Notes 8.50% due 05/01/19		650,000		713,396
Multiplan, Inc. Senior Sub. Notes 10.38% due 04/15/16*		1,705,000		1,653,850
				2,367,246

28

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Medical - Hospitals — 5.0%
Community Health Systems, Inc. Company Guar. Notes 8.88% due 07/15/15	$	1,800,000	$	1,806,750
HCA, Inc. Senior Notes 6.25% due 02/15/13		900,000		834,750
HCA, Inc. Senior Notes 7.88% due 02/01/11		725,000		728,625
HCA, Inc. Senior Sec. Notes 7.88% due 02/15/20*		1,400,000		1,365,000
HCA, Inc. Senior Notes 8.50% due 04/15/19*		750,000		759,375
HCA, Inc. Senior Notes 8.75% due 09/01/10		360,000		362,700
HCA, Inc. Senior Sec. Notes 9.25% due 11/15/16		1,189,000		1,203,862
IASIS Healthcare LLC/IASIS Capital Corp. Company Guar. Notes 8.75% due 06/15/14		795,000		777,113
Tenet Healthcare Corp. Senior Sec. Notes 9.00% due 05/01/15*		1,720,000		1,763,000
				9,601,175
Metal - Aluminum — 0.5%
Noranda Aluminum Acquisition Corp. Company Guar. Notes 5.41% due 11/15/14(7)(8)		1,130,030		689,318
Noranda Aluminum Holding Corp. Senior Notes 7.16% due 11/15/14(7)(8)		496,600		213,538
				902,856
Metal - Copper — 0.4%
Freeport-McMoRan Copper & Gold, Inc. Senior Notes 8.38% due 04/01/17		780,000		813,150
Multimedia — 0.0%
Haights Cross Operating Co. Senior Notes 11.75% due 08/15/11(10)		175,000		75,250
Music — 0.6%
WMG Acquisition Corp. Senior Notes 9.50% due 06/15/16*		1,050,000		1,086,750
Non-Ferrous Metals — 0.0%
Renco Metals, Inc. Bonds 11.50% due 07/01/03†(2)(3)(9)(12)		210,000		0
Non-Hazardous Waste Disposal — 0.2%
Waste Services, Inc. Senior Sub. Notes 9.50% due 04/15/14		400,000		396,000
Oil Companies - Exploration & Production — 3.9%
Atlas Energy Resources LLC Senior Notes 10.75% due 02/01/18*		900,000		909,000

Security Description	Principal Amount		Market Value (Note 2)
Oil Companies - Exploration & Production (continued)
Belden & Blake Corp. Company Guar. Sec. Notes 8.75% due 07/15/12	$	110,000	$	98,450
Chesapeake Energy Corp. Senior Notes 6.63% due 01/15/16		1,650,000		1,499,437
Chesapeake Energy Corp. Senior Notes 9.50% due 02/15/15		425,000		433,500
Encore Acquisition Co. Senior Sub. Notes 6.00% due 07/15/15		655,000		563,300
Encore Acquisition Co. Senior Sub. Notes 6.25% due 04/15/14		350,000		311,500
Exco Resources, Inc. Company Guar. Notes 7.25% due 01/15/11		845,000		828,100
Hilcorp Energy I LP Senior Notes 7.75% due 11/01/15*		730,000		673,425
Plains Exploration & Production Co. Company Guar. Notes 7.75% due 06/15/15		450,000		436,500
Plains Exploration & Production Co. Company Guar. Notes 10.00% due 03/01/16		475,000		503,500
Quicksilver Resources, Inc. Company Guar. Notes 7.13% due 04/01/16		200,000		166,000
Quicksilver Resources, Inc. Senior Notes 8.25% due 08/01/15		900,000		846,000
Quicksilver Resources, Inc. Senior Notes 11.75% due 01/01/16		125,000		132,500
				7,401,212
Oil Refining & Marketing — 0.2%
Western Refining, Inc. Senior Sec. Notes 11.25% due 06/15/17*		350,000		309,750
Oil - Field Services — 0.8%
Helix Energy Solutions Group, Inc. Senior Notes 9.50% due 01/15/16*		675,000		634,500
Hornbeck Offshore Services, Inc. Senior Notes 8.00% due 09/01/17*		830,000		813,400
Oslo Seismic Services, Inc. 1st Mtg. Bonds 8.28% due 06/01/11		100,712		102,154
				1,550,054
Paper & Related Products — 0.8%
Caraustar Industries, Inc. Senior Sec. Notes 10.00% due 08/15/14(2)(8)		227,314		227,314
Cellu Tissue Holdings, Inc. Sec. Notes 11.50% due 06/01/14*		225,000		235,125
Georgia-Pacific LLC Company Guar. Notes 7.00% due 01/15/15*		163,000		156,887
Georgia-Pacific LLC Company Guar. Notes 7.13% due 01/15/17*		205,000		196,800

29

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Paper & Related Products (continued)
Georgia-Pacific LLC Senior Notes 7.75% due 11/15/29	$	214,000	$	188,320
Georgia-Pacific LLC Company Guar. Notes 8.25% due 05/01/16*		550,000		555,500
				1,559,946
Pipelines — 3.8%
Copano Energy LLC Company Guar. Notes 8.13% due 03/01/16		1,445,000		1,383,587
Dynegy-Roseton Danskammer Pass Through Certs., Series B 7.67% due 11/08/16		2,085,000		1,866,075
El Paso Corp. Senior Sub. Notes 6.88% due 06/15/14		775,000		756,010
El Paso Corp. Senior Notes 12.00% due 12/12/13		125,000		141,250
Energy Transfer Partners LP Senior Notes 9.00% due 04/15/19		250,000		301,116
Kinder Morgan, Inc. Senior Notes 6.50% due 09/01/12		271,000		275,743
MarkWest Energy Partners LP/MarkWest Energy Finance Corp. Senior Notes 6.88% due 11/01/14		600,000		549,000
MarkWest Energy Partners LP/MarkWest Energy Finance Corp. Company Guar. Notes 8.50% due 07/15/16		305,000		288,225
MarkWest Energy Partners LP/MarkWest Energy Finance Corp. Senior Notes 8.75% due 04/15/18		400,000		380,000
NGC Corp. Capital Trust Company Guar. Bonds 8.32% due 06/01/27		970,000		460,750
Regency Energy Partners LP/Regency Energy Finance Corp. Company Guar. Notes 8.38% due 12/15/13		275,000		270,188
Williams Cos., Inc. Senior Notes 7.88% due 09/01/21		500,000		541,417
				7,213,361
Printing - Commercial — 0.4%
Valassis Communications, Inc. Senior Notes 8.25% due 03/01/15		855,000		748,125
Private Corrections — 0.2%
Corrections Corp. of America Company Guar. Notes 7.75% due 06/01/17		400,000		395,000
Publishing - Periodicals — 0.3%
Nielsen Finance LLC/Nielsen Finance Co. Company Guar. Notes 11.50% due 05/01/16		525,000		522,375

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†(4)(5)	$	1,415,000	$	33,606
				555,981
Real Estate Investment Trusts — 0.6%
Omega Healthcare Investors, Inc. Senior Notes 7.00% due 04/01/14		1,155,000		1,079,925
Real Estate Management/Services — 0.3%
CB Richard Ellis Services, Inc. Senior Sub. Notes 11.63% due 06/15/17*		500,000		520,000
Recycling — 0.0%
Aleris International, Inc. Company Guar. Notes 9.00% due 12/15/14†(4)(5)(8)		2,565,000		13,082
Rental Auto/Equipment — 0.3%
RSC Equipment Rental, Inc. Senior Sec. Notes 10.00% due 07/15/17*		550,000		572,000
Retail - Apparel/Shoe — 0.6%
Limited Brands, Inc. Senior Notes 5.25% due 11/01/14		508,000		459,280
Limited Brands, Inc. Senior Notes 6.95% due 03/01/33		651,000		466,682
Limited Brands, Inc. Senior Notes 8.50% due 06/15/19*		275,000		278,584
				1,204,546
Retail - Drug Store — 0.3%
Rite Aid Corp. Company Guar. Notes 9.50% due 06/15/17		465,000		334,800
Rite Aid Corp. Senior Sec. Notes 9.75% due 06/12/16*		150,000		158,625
				493,425
Retail - Music Store — 0.0%
MTS, Inc. Senior Notes 10.00% due 03/15/09†(2)(3)(4)(5)(6)		15,273		305
Retail - Petroleum Products — 0.5%
Ferrellgas Partners LP Senior Notes 6.75% due 05/01/14		376,000		344,980
Ferrellgas Partners LP Senior Notes 6.75% due 05/01/14*		75,000		68,813
Inergy LP/Inergy Finance Corp. Company Guar. Notes 8.25% due 03/01/16		525,000		519,750
				933,543
Retail - Regional Department Stores — 0.8%
JC Penney Corp., Inc. Senior Notes 7.40% due 04/01/37		359,000		301,560
Macy’s Retail Holdings, Inc. Company Guar. Notes 5.90% due 12/01/16		532,000		468,956

30

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (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 6.38% due 03/15/37	$	329,000	$	242,227
Macy’s Retail Holdings, Inc. Company Guar. Notes 6.65% due 07/15/24		308,000		238,176
Macy’s Retail Holdings, Inc. Company Guar. Notes 6.90% due 04/01/29		314,000		237,273
				1,488,192
Retail - Restaurants — 0.2%
Wendy’s/Arby’s Restaurants LLC Senior Notes 10.00% due 07/15/16*		325,000		333,125
Retail - Sporting Goods — 0.2%
Freedom Group, Inc. Senior Sec. Notes 10.25% due 08/01/15*		325,000		334,750
Rubber - Tires — 0.7%
The Goodyear Tire & Rubber Co. Senior Notes 9.00% due 07/01/15		500,000		507,500
The Goodyear Tire & Rubber Co. Senior Notes 10.50% due 05/15/16		825,000		880,688
				1,388,188
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		465,000
Local TV Finance LLC Senior Notes 9.25% due 06/15/15*(8)		456,750		123,323
Southern Star Central Corp. Senior Notes 6.75% due 03/01/16		400,000		374,000
				962,323
Specified Purpose Acquisitions — 0.1%
ESI Tractebel Acquisition Corp. Company Guar. Bonds 7.99% due 12/30/11		219,000		213,525
Steel - Producers — 0.5%
AK Steel Corp. Company Guar. Notes 7.75% due 06/15/12		350,000		349,563
Steel Dynamics, Inc. Company Guar. Notes 6.75% due 04/01/15		625,000		582,812
				932,375
Steel - Specialty — 0.2%
Allegheny Technologies, Inc. Senior Notes 9.38% due 06/01/19		350,000		383,805

Security Description	Principal Amount		Market Value (Note 2)
Storage/Warehousing — 0.6%
Mobile Mini, Inc. Notes 6.88% due 05/01/15	$	535,000	$	473,475
Mobile Mini, Inc. Company Guar. Notes 9.75% due 08/01/14		660,000		660,000
				1,133,475
Telecom Services — 3.0%
PAETEC Holding Corp. Senior Sec. Notes 8.88% due 06/30/17*		625,000		595,313
PAETEC Holding Corp. Company Guar. Notes 9.50% due 07/15/15		1,446,000		1,247,175
Qwest Corp. Senior Notes 8.38% due 05/01/16*		425,000		429,250
Qwest Corp. Senior Notes 8.88% due 03/15/12		1,125,000		1,158,750
Time Warner Telecom Holdings, Inc. Company Guar. Notes 9.25% due 02/15/14		234,000		238,095
West Corp. Company Guar. Notes 9.50% due 10/15/14		1,975,000		1,821,937
West Corp. Company Guar. Notes 11.00% due 10/15/16		210,000		193,725
				5,684,245
Telephone - Integrated — 3.2%
Citizens Communications Co. Senior Notes 7.13% due 03/15/19		475,000		432,250
Citizens Communications Co. Senior Notes 9.00% due 08/15/31		738,000		679,882
Level 3 Financing, Inc. Company Guar. Notes 8.75% due 02/15/17		725,000		565,500
Level 3 Financing, Inc. Senior Notes 12.25% due 03/15/13		1,152,000		1,123,200
Qwest Communications International, Inc. Company Guar. Notes, Series B 7.50% due 02/15/14		513,000		495,045
Sprint Capital Corp. Company Guar. Notes 8.75% due 03/15/32		3,123,000		2,592,090
Valor Telecommunications Enterprises LLC Company Guar. Notes 7.75% due 02/15/15		250,000		252,188
				6,140,155
Television — 0.1%
Allbritton Communications Co. Senior Sub. Notes 7.75% due 12/15/12		148,000		126,540
Bonten Media Acquisition Co. Company Guar. Notes 9.00% due 06/01/15*(8)		131,093		42,278
Paxson Communications Corp. Senior Sec. Notes 8.38% due 01/15/13*†(4)(5)(7)(8)		1,738,595		52,158

31

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Television (continued)
Young Broadcasting, Inc. Senior Sub. Notes 8.75% due 01/15/14†(4)(5)	$	385,000	$	42
Young Broadcasting, Inc. Company Guar. Notes 10.00% due 03/01/11†(4)(5)		540,000		59
				221,077
Textile - Home Furnishings — 0.1%
Mohawk Industries, Inc. Senior Notes 7.20% due 04/15/12		183,000		184,192
Theaters — 1.8%
AMC Entertainment, Inc. Senior Sub. Notes 8.00% due 03/01/14		1,558,000		1,464,520
AMC Entertainment, Inc. Senior Notes 8.75% due 06/01/19		550,000		545,875
AMC Entertainment, Inc. Senior Sub Notes 11.00% due 02/01/16		475,000		491,625
Marquee Holdings, Inc. Senior Disc. Notes 12.00% due 08/15/14(1)		1,055,000		879,606
				3,381,626
Tobacco — 1.0%
Alliance One International, Inc. Senior Notes 10.00% due 07/15/16*		1,890,000		1,866,375
Transactional Software — 0.6%
Open Solutions, Inc. Company Guar. Notes 9.75% due 02/01/15*		1,715,000		1,123,325
Transport - Air Freight — 0.3%
Atlas Air, Inc. Pass Through Certs. Series 1991-1, Class B 7.63% due 01/02/15		777,807		458,907
Atlas Air, Inc. Pass Through Certs. Series 1991-1, Class C 8.77% due 01/02/11		87,400		34,960
Atlas Air, Inc. Pass Through Certs. Series 2000-1, Class B 9.06% due 07/02/17		180,748		142,791
				636,658
Transport - Services — 0.3%
Bristow Group, Inc. Senior Notes 7.50% due 09/15/17		500,000		472,500
Wireless Equipment — 0.1%
CC Holdings GS V LLC/Crown Castle GS III Corp. Senior Notes 7.75% due 05/01/17*		275,000		277,750
Total U.S. Corporate Bonds & Notes
(cost $161,531,998)				154,427,577

Security Description	Principal Amount		Market Value (Note 2)
FOREIGN CORPORATE BONDS & NOTES — 6.3%
Diversified Financial Services — 0.3%
CIT Group Funding Co. of Canada Company Guar. Notes 5.20% due 06/01/15	$	799,000	$	576,338
Diversified Manufacturing Operations — 0.2%
Bombardier, Inc. Senior Notes 8.00% due 11/15/14*		460,000		449,075
Diversified Minerals — 0.9%
Rio Tinto Finance USA, Ltd. Company Guar. Notes 9.00% due 05/01/19		350,000		419,224
Teck Resources, Ltd. Senior Sec. Notes 10.25% due 05/15/16		725,000		801,125
Teck Resources, Ltd. Senior Sec. Notes 10.75% due 05/15/19		500,000		569,375
				1,789,724
Food - Meat Products — 0.4%
JBS SA Company Guar. Notes 9.38% due 02/07/11		438,000		444,570
JBS SA Senior Notes 10.50% due 08/04/16*		325,000		325,000
				769,570
Independent Power Producers — 0.0%
AES Drax Energy, Ltd. Sec. Notes 11.50% due 08/30/10†(5)(11)		475,000		475
Medical - Drugs — 0.5%
Elan Finance PLC Company Guar. Bonds 7.75% due 11/15/11		971,000		941,870
Metal - Aluminum — 0.5%
Novelis, Inc. Senior Notes 11.50% due 02/15/15*		955,000		923,962
Multimedia — 0.1%
Quebecor Media, Inc. Senior Notes 7.75% due 03/15/16		275,000		259,188
Oil Companies - Exploration & Production — 0.8%
OPTI Canada, Inc. Senior Sec. Notes 7.88% due 12/15/14		865,000		553,600
OPTI Canada, Inc. Senior Notes 8.25% due 12/15/14		1,490,000		968,500
				1,522,100

32

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount		Market Value (Note 2)
FOREIGN CORPORATE BONDS & NOTES (continued)
Satellite Telecom — 1.7%
Intelsat Intermediate Holding Co., Ltd. Company Guar. Notes 9.50% due 02/01/15(1)	$	759,000	$	740,025
Intelsat Subsidiary Holding Co., Ltd. Company Guar. Notes 8.50% due 01/15/13		910,000		916,825
Intelsat Subsidiary Holding Co., Ltd. Company Guar. Notes 8.88% due 01/15/15		1,531,000		1,542,482
				3,199,332
Special Purpose Entity — 0.1%
Hellas Telecommunications Luxembourg II Sub. Notes 6.26% due 01/15/15*(7)		925,000		157,250
Telecom Services — 0.7%
Wind Acquisition Finance SA Company Guar. Bonds 10.75% due 12/01/15*		252,000		270,900
Wind Acquisition Finance SA Senior Notes 11.75% due 07/15/17*		1,000,000		1,085,000
				1,355,900
Transport - Rail — 0.1%
TFM SA de CV Senior Notes 9.38% due 05/01/12		137,000		134,945
Total Foreign Corporate Bonds & Notes
(cost $12,789,961)				12,079,729
LOANS — 4.9%(13)(14)
Auto/Truck Parts & Equipment - Original — 0.4%
Lear Corp. 10.49% due 04/25/12(3)(4)		1,000,000		817,917
Beverages - Non-alcoholic — 0.1%
Le-Natures, Inc. 9.36% due 03/01/11†(3)(4)(5)		600,000		127,000
Building - Residential/Commercial — 0.2%
TOUSA, Inc. 12.25% due 08/15/13(3)		1,258,451		377,535
Casino Services — 0.8%
Herbst Gaming, Inc. 9.75% due 12/02/11†(3)(4)(5)		726,922		379,817
Herbst Gaming, Inc. 12.50% due 12/02/11†(3)(4)(5)		265,517		138,732
Holding Gaming Borrower LP 9.25% due 02/19/13(3)		1,000,000		940,000
				1,458,549
Diversified Financial Services — 0.5%
Wind Finance SL S.A 7.99% due 11/26/14(3)		1,000,000		1,003,500
Electric - Integrated — 0.3%
Texas Competitive Electric Holdings Co. LLC 3.82% due 10/10/14(3)		683,262		519,645
Food - Retail — 0.5%
Dole Foods, Inc. 8.00% due 04/12/13(3)		988,891		999,399

Security Description	Shares/ Principal Amount		Market Value (Note 2)
Gambling (Non-Hotel) — 0.5%
Greektown Holdings LLC 16.75% due 09/09/09†(3)(4)(5)	$	1,026,324	$	1,021,834
Medical - Drugs — 0.5%
Triax Pharmaceuticals LLC 16.50% due 08/30/11(2)(3)(15)		1,056,418		961,341
Medical - Hospitals — 0.5%
Capella Healthcare, Inc. 13.00% due 02/29/16(3)		1,000,000		975,000
Telecom Services — 0.4%
Fairpoint Communications, Inc. 3.35% due 03/31/15(3)		1,000,000		774,444
Theaters — 0.2%
AMC Entertainment Holdings, Inc. 5.62% due 06/15/12(3)		355,858		312,265
Total Loans
(cost $10,859,802)				9,348,429
COMMON STOCK — 0.3%
Building Products - Doors & Windows — 0.0%
Masonite Worldwide Holdings†		754		30,499
Cellular Telecom — 0.0%
iPCS, Inc.†(10)		1		16
Energy - Alternate Sources — 0.0%
VeraSun Energy Corp.†(2)(3)		65,000		0
Food - Misc. — 0.1%
Wornick Co.†(2)(3)		3,444		172,200
Gambling (Non-Hotel) — 0.0%
Shreveport Gaming Holdings, Inc.†(2)(3)		2,501		37,615
Medical - Drugs — 0.0%
Triax Pharmaceuticals LLC†(2)		85,612		856
Medical - Outpatient/Home Medical — 0.0%
Critical Care Systems International, Inc.†(2)(3)		13,262		3,316
Oil - Field Services — 0.1%
Trico Marine Services, Inc.†		16,259		110,561
Paper & Related Products — 0.1%
Caraustar Industries, Inc.†(2)		80		134,160
Retail - Music Store — 0.0%
MTS, Inc.†(2)(3)		3,863		0
Total Common Stock
(cost $1,601,293)				489,223
PREFERRED STOCK — 0.0%
Medical - Drugs — 0.0%
Triax Pharmaceuticals LLC, Class C 14.70%(2)(16) (cost $52,235)		26,117		261
WARRANTS — 0.0%
Building Products - Doors & Windows — 0.0%
Masonite Worldwide Holdings Expires 06/09/14 (Strike price $55.31)		3,658		12,803
Masonite Worldwide Holdings Expires 06/09/16 (Strike price $55.31)		2,743		9,601
				22,404

33

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Shares/ Principal Amount			Market Value (Note 2)
WARRANTS (continued)
Oil Companies - Exploration & Production — 0.0%
Transmeridian Exploration, Inc. Expires 12/15/10 (Strike price $4.31)(2)		13,811		$	0
Total Warrants
(cost $37,979)					22,404
Total Long-Term Investment Securities
(cost $187,228,644)					176,528,598
REPURCHASE AGREEMENT — 2.7%
Agreement with State Street Bank & Trust Co., bearing interest at 0.01%, dated 08/31/09, to be repurchased 09/01/09 in the amount of $5,234,001 and collateralized by $5,395,000 of United States Treasury Bills, bearing interest at 0.15% due 12/31/09 and having approximate value of $5,391,763 (cost $5,234,000)	$	5,234,000			5,234,000
TOTAL INVESTMENTS
(cost $192,462,644)(17)		95.0	%		181,762,598
Other assets less liabilities		5.0			9,483,411
NET ASSETS —		100.0	%	$	191,246,009

† 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 August 31, 2009, the aggregate value of these securities was $47,453,850 representing 24.8% 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 based on the securities valuation inputs; see Note 2.

(3) Illiquid security. At August 31, 2009, the aggregate value of these securities was $10,098,426 representing 5.2% 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 August 31, 2009.

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

(9) Company has filed for Chapter 7 bankruptcy.

(10) Bond is in default of interest subsequent to August 31, 2009.

(11) Company has filed bankruptcy in the country of issuance

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

(13) 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.

(14) 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.

(15) A portion of the interests is paid in the form of additional bonds.

(16) Consists of more than one class of securities traded together as a unit.

(17) 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 August 31, 2009 (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	$	–	$	62,625	$	98,350	$	160,975
U.S. Corporate Bonds & Notes		–		151,209,546		3,218,031		154,427,577
Foreign Corporate Bonds & Notes		–		12,079,729		–		12,079,729
Loans		–		4,114,905		5,233,524		9,348,429
Common Stock		141,076		–		348,147		489,223
Preferred Stock		–		–		261		261
Warrants		22,404		–		0		22,404
Repurchase Agreements		–		5,234,000		–		5,234,000
Total	$	163,480	$	172,700,805	$	8,898,313	$	181,762,598

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 8/31/2008	$	208,000		$	475,834		$	8,922,917		$	256,584		$	234,795		$	138
Accrued discounts/ premiums		–			1,707			105,634			–			–			–
Realized gain (loss)		–			(187,592	)		(562,429	)		2			(233,356	)		–
Change in unrealized appreciation (depreciation)		(130,650	)		(603,195	)		(850,745	)		91,563			(1,178	)		(138	)
Net purchases (sales)		21,000			803,049			(1,284,186	)		(2	)		0			–
Transfers in and/or out of Level 3		–			2,728,228			(1,097,667	)		–			–			–
Balance as of 8/31/2009	$	98,350		$	3,218,031		$	5,233,524		$	348,147		$	261		$	0

See Notes to Financial Statements

34

VALIC Company II International Small Cap Equity

PORTFOLIO PROFILE — August 31, 2009 (Unaudited)

Industry Allocation*

Banks — Commercial	5.6	%
Investment Management/Advisor Services	4.2
Machinery — General Industrial	3.4
Insurance — Life/Health	3.0
Chemicals — Specialty	2.9
Finance — Investment Banker/Broker	2.5
Cosmetics & Toiletries	2.4
Repurchase Agreements	2.4
Diversified Operations	2.2
Chemicals — Diversified	2.2
Medical Products	2.2
Medical — Drugs	2.0
Finance — Other Services	2.0
Real Estate Management/Services	1.9
Cellular Telecom	1.9
Diversified Manufacturing Operations	1.9
Auto/Truck Parts & Equipment — Original	1.9
Web Portals/ISP	1.4
Oil & Gas Drilling	1.4
Oil Companies — Exploration & Production	1.4
Insurance — Reinsurance	1.3
Diversified Operations/Commercial Services	1.3
Metal — Copper	1.2
Diagnostic Kits	1.2
Telecom Services	1.2
Apparel Manufacturers	1.2
Retail — Pubs	1.1
Food — Misc.	1.1
Oil — Field Services	1.1
Metal — Diversified	1.1
Commercial Services	1.1
Electric — Integrated	1.1
Transport — Rail	1.1
Cable TV	1.1
Transport — Services	1.0
Silver Mining	0.9
Beverages — Wine/Spirits	0.9
Medical Instruments	0.9
Retail — Discount	0.9
Internet Content — Information/News	0.9
Batteries/Battery Systems	0.8
Electric Products — Misc.	0.8
Miscellaneous Manufacturing	0.8
Alternative Waste Technology	0.7
Television	0.7
Electronic Components — Semiconductors	0.7
Retail — Restaurants	0.7
Diversified Financial Services	0.7
Capacitors	0.7
Machinery — Material Handling	0.7
Transport — Truck	0.7
Auto/Truck Parts & Equipment — Replacement	0.7
Containers — Paper/Plastic	0.7
Metal Processors & Fabrication	0.7
Rubber/Plastic Products	0.7
Water	0.7
Telephone — Integrated	0.6
Food — Retail	0.6
Computers — Integrated Systems	0.6
Electronic Components — Misc.	0.6
Finance — Leasing Companies	0.6
Computers — Periphery Equipment	0.5
Gold Mining	0.5
Machinery — Electrical	0.5
Printing — Commercial	0.5
Building Products — Air & Heating	0.5
Real Estate Operations & Development	0.4
Direct Marketing	0.4
Coatings/Paint	0.4

Coal	0.4
E-Commerce/Services	0.4
Internet Infrastructure Software	0.4
Applications Software	0.4
Oil Refining & Marketing	0.4
Office Supplies & Forms	0.4
Medical — Wholesale Drug Distribution	0.4
Communications Software	0.3
Beverages — Non-alcoholic	0.3
Advanced Materials	0.3
Import/Export	0.3
Retail — Bookstores	0.3
Retail — Apparel/Shoe	0.3
Auto — Cars/Light Trucks	0.3
Machine Tools & Related Products	0.2
Electronic Connectors	0.2
Machinery — Construction & Mining	0.2
Transport — Marine	0.2
Travel Services	0.2
Engineering/R&D Services	0.2
Finance — Credit Card	0.2
Computers	0.2
Food — Dairy Products	0.2
Internet Connectivity Services	0.2
Retail — Sporting Goods	0.2
Power Converter/Supply Equipment	0.2
Athletic Footwear	0.2
Retail — Regional Department Stores	0.1
Building — Maintance & Services	0.1
Entertainment Software	0.1
Internet Content — Entertainment	0.1
Machinery — Thermal Process	0.1
Tools — Hand Held	0.1
Engines — Internal Combustion	0.1
Brewery	0.1
Agricultural Operations	0.1
Hotels/Motels	0.1
Semiconductor Components — Integrated Circuits	0.1
Pipelines	0.1
Transactional Software	0.1
Building — Heavy Construction	0.1
Building & Construction — Misc.	0.1
	97.7	%

* Calculated as a percentage of net assets

35

VALIC Company II International Small Cap Equity

PORTFOLIO PROFILE — August 31, 2009 (Unaudited)

Country Allocation*

Japan	28.6	%
United Kingdom	15.8
Italy	7.7
Germany	4.7
United States	4.6
Switzerland	4.1
Luxembourg	3.6
Ireland	3.5
France	3.0
Bermuda	2.3
South Korea	2.0
Spain	1.9
Sweden	1.9
Jersey	1.7
Greece	1.6
Taiwan	1.6
Cayman Islands	1.5
Hong Kong	1.4
Cyprus	1.2
Australia	1.1
Netherlands	1.0
China	0.7
Denmark	0.7
Portugal	0.6
Indonesia	0.3
Singapore	0.2
Malaysia	0.2
Mauritius	0.1
Thailand	0.1
	97.7	%

* Calculated as a percentage of net assets

36

VALIC Company II International Small Cap Equity Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009

Security Description	Shares	Market Value (Note 2)
COMMON STOCK — 95.3%
Australia — 1.1%
Ansell, Ltd.(1)	122,251	$	994,255
Bendigo & Adelaide Bank, Ltd.(1)	87,528		613,669
carsales.com.au, Ltd.(1)	5,626		16,643
Crane Group, Ltd.(1)	102,708		905,603
Felix Resources, Ltd.(1)	135,626		1,976,324
MacArthur Coal, Ltd.(1)	60,781		441,796
Nufarm, Ltd.(1)	77,110		697,073
The Reject Shop, Ltd.(1)	28,614		322,850
			5,968,213
Bermuda — 2.3%
China Gas Holdings, Ltd.(1)	1,418,000		384,884
China Yurun Food Group, Ltd.(1)	548,000		948,056
CNPC Hong Kong, Ltd.(1)	1,860,000		1,559,100
Huabao International Holdings, Ltd.(1)	1,070,000		1,113,537
Pacific Basin Shipping, Ltd.(1)	1,515,000		1,006,349
Peace Mark Holdings, Ltd.†(2)	686,000		0
Seadrill, Ltd.†(1)	427,329		7,648,880
			12,660,806
Cayman Islands — 1.5%
AAC Acoustic Technologies Holdings, Inc.(1)	1,036,000		858,915
Agile Property Holdings, Ltd.(1)	1,938,000		2,183,852
China Dongxiang Group Co.(1)	1,538,000		962,474
China High Speed Transmission Equipment Group Co., Ltd.(1)	435,000		940,189
China Mengniu Dairy Co., Ltd.†(1)	527,000		1,246,607
Li Ning Co., Ltd.(1)	327,500		913,740
Shui On Land, Ltd.(1)	215,000		119,209
Xinyi Glass Holding Co., Ltd.(1)	1,918,000		1,407,417
			8,632,403
China — 0.7%
Weichai Power Co., Ltd.(1)	551,800		2,465,952
Zhuzhou CSR Times Electric Co., Ltd.(1)	969,000		1,649,734
			4,115,686
Cyprus — 1.2%
Bank of Cyprus Public Co., Ltd.(1)	989,428		6,885,160
Denmark — 0.7%
DSV A/S†(1)	223,809		3,465,792
SimCorp A/S(1)	2,159		363,766
			3,829,558
France — 3.0%
Iliad SA(1)	2,527		259,309
Nexity(1)	175,289		6,624,556
SCOR SE(1)	256,760		6,759,863
Societe BIC SA(1)	35,141		2,160,997
SOITEC†(1)	124,177		1,139,976
			16,944,701
Germany — 4.7%
Freenet AG†(1)	264,277		3,541,961
Rheinmetall AG(1)	203,879		9,952,770
Sky Deutschland AG†(1)	1,247,706		5,965,054
United Internet AG†(1)	502,587		7,121,504
			26,581,289
Greece — 1.6%
Piraeus Bank SA†(1)	571,088		9,009,228
Hong Kong — 1.4%
Bank of East Asia, Ltd.(1)	66,140		213,915
China Everbright International, Ltd.(1)	10,410,000		3,812,465
Denway Motors, Ltd.(1)	3,122,000		1,409,054

Security Description	Shares	Market Value (Note 2)
Hong Kong (continued)
Shanghai Industrial Holdings, Ltd.(1)	234,000	$	1,126,824
Techtronic Industries Co.(1)	1,422,000		1,393,604
			7,955,862
Indonesia — 0.3%
PT United Tractors Tbk(1)	1,018,666		1,373,621
Ireland — 3.5%
Allied Irish Banks PLC†(1)	739,837		2,962,543
DCC PLC(1)	426,448		10,429,226
Greencore Group PLC(1)	955,278		2,159,961
Irish Life & Permanent PLC(1)	610,372		3,995,544
			19,547,274
Italy — 7.7%
Ansaldo STS SpA(1)	297,115		6,011,295
Azimut Holding SpA(1)	863,978		9,974,946
Davide Campari—Milano SpA(1)	490,091		4,160,701
DiaSorin SpA(1)	214,371		6,745,956
Hera SpA(1)	2,473,570		6,116,781
Mediolanum SpA(1)	1,614,247		10,248,113
			43,257,792
Japan — 28.6%
Alpha Systems, Inc.(1)	88,300		1,937,473
Asahi Diamond Industrial Co., Ltd.(1)	91,000		679,588
Axell Corp.(1)	38,700		1,534,117
Chugoku Marine Paints, Ltd.(1)	387,000		2,437,045
Credit Saison Co., Ltd.(1)	95,400		1,277,911
Dai-ichi Seiko Co., Ltd.(1)	31,000		1,389,538
Daihatsu Diesel Manufacturing Co., Ltd.(1)	116,000		667,160
Daiseki Co., Ltd.(1)	129,000		2,780,810
Daito Trust Construction Co., Ltd.(1)	38,700		1,837,138
Dena Co., Ltd.(1)	290		915,437
Don Quijote Co., Ltd.(1)	189,600		4,546,870
en-japan, Inc.(1)	1,160		1,395,330
EPS Co., Ltd.(1)	645		2,647,467
Exedy Corp.(1)	140,600		2,973,217
Ferrotec Corp.(1)	122,500		1,494,797
FP Corp.(1)	79,300		3,767,139
Fujimi, Inc.(1)	168,700		2,619,875
Funai Electric Co., Ltd.(1)	51,600		2,049,904
GS Yuasa Corp.(1)	187,000		1,623,348
HIS Co., Ltd.(1)	64,500		1,370,336
Hisaka Works, Ltd.(1)	64,000		689,523
Internet Initiative Japan, Inc.(1)	468		1,114,054
Kakaku.com, Inc.(1)	1,290		4,822,250
Koito Manufacturing Co., Ltd.(1)	232,000		3,062,358
Kureha Corp.(1)	451,000		2,727,153
Kyoritsu Maintenance Co., Ltd.(1)	47,900		791,682
Lintec Corp.(1)	225,700		4,728,942
Mani, Inc.(1)	27,700		1,874,888
Mitsubishi Gas Chemical Co., Inc.(1)	193,000		1,128,658
Mitsubishi UFJ Lease & Finance Co., Ltd.(1)	100,650		3,167,884
Moshi Moshi Hotline, Inc.(1)	128,900		2,508,898
Nabtesco Corp.(1)	193,000		2,135,554
Nichicon Corp.(1)	290,200		3,993,971
Nichii Gakkan Co.(1)	77,400		895,418
Nippon Mining Holdings, Inc.(1)	449,000		2,223,372
Nippon Shokubai Co., Ltd.(1)	193,000		1,817,967
Nishimatsuya Chain Co., Ltd.(1)	141,900		1,416,209
Nissha Printing Co., Ltd.(1)	49,600		2,612,617
Nomura Real Estate Holdings, Inc.(1)	127,000		2,212,934
NPC, Inc(1)	51,600		1,413,319
Oenon Holdings, Inc.(1)	432,000		981,218
Okasan Securities Group, Inc.(1)	290,000		1,430,857

37

VALIC Company II International Small Cap Equity Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Japan (continued)
Osaka Securities Exchange Co., Ltd.(1)	929	$	4,238,299
Otsuka Corp.(1)	58,000		3,497,915
Pigeon Corp.(1)	141,900		5,854,307
Rinnai Corp.(1)	51,600		2,551,847
Saint Marc Holdings Co., Ltd.(1)	51,600		1,657,708
Seven Bank, Ltd.(1)	1,096		2,779,676
Shima Seiki Manufacturing, Ltd.(1)	32,200		745,705
Shimadzu Corp.(1)	322,000		2,327,054
So-net M3, Inc.(1)	774		2,508,537
Sojitz Corp.(1)	710,600		1,507,078
Suruga Bank, Ltd.(1)	374,000		3,651,101
Sysmex Corp.(1)	61,900		2,796,943
Taiko Pharmaceutical Co., Ltd.(1)	65,800		3,102,899
Taiyo Ink Manufacturing Co., Ltd.(1)	104,400		2,651,624
Telepark Corp.(1)	1,934		3,399,056
The Japan Steel Works, Ltd.(1)	322,000		3,980,610
Toho Holdings Co., Ltd.(1)	141,900		2,105,837
Toridoll.corp.(1)	1,109		2,352,108
Toshiba Plant Systems & Services Corp.(1)	97,000		1,312,578
Towa Corp.†(1)	203,600		1,442,859
Toyo Tanso Co., Ltd.(1)	49,600		2,777,400
Tsumura & Co.(1)	116,000		4,107,257
Unicharm Petcare Corp.(1)	89,000		3,188,780
Union Tool Co.(1)	87,000		2,659,447
Village Vanguard Co., Ltd.(1)	400		1,452,340
Works Applications Co., Ltd.(1)	3,463		2,265,108
Yamaguchi Financial Group, Inc.(1)	148,000		1,699,296
Zappallas, Inc.(1)	387		733,174
			161,040,769
Jersey — 1.7%
Henderson Group PLC(1)	3,295,079		6,862,790
Randgold Resources, Ltd.(1)	47,166		2,778,831
			9,641,621
Luxembourg — 3.6%
Acergy SA(1)	622,188		6,292,143
Millicom International Cellular SA†	100,913		7,120,421
Oriflame Cosmetics SA SDR(1)	138,155		6,732,560
			20,145,124
Malaysia — 0.2%
IJM Corp. BHD(1)	574,400		971,331
Public Bank BHD(1)	117,200		330,224
			1,301,555
Mauritius — 0.1%
Golden Agri-Resources, Ltd.†(1)	1,790,474		589,339
Netherlands — 1.0%
Koninklijke Vopak NV†(1)	90,948		5,855,609
Portugal — 0.6%
Jeronimo Martins SGPS SA(1)	452,511		3,534,571
Singapore — 0.2%
City Developments, Ltd.(1)	83,000		571,696
Venture Corp., Ltd.(1)	128,000		762,899
			1,334,595
South Korea — 2.0%
Cheil Industries, Inc.(1)	18,150		743,672
Digitech Systems Co., Ltd.†(1)	34,317		739,713
Glovis Co., Ltd.(1)	5,828		485,007
Hite Brewery Co., Ltd.(1)	5,017		655,948
Hyundai Mobis(1)	9,032		957,523
Korean Reinsurance Co.(1)	91,640		832,247

Security Description	Shares	Market Value (Note 2)
South Korea (continued)
LG Dacom Corp.(1)	24,720	$	364,045
LG Electronics, Inc.(1)	4,721		540,088
LG Household & Health Care, Ltd.(1)	6,347		1,100,733
SODIFF Advanced Materials Co., Ltd.(1)	25,709		1,752,885
Sungwoo Hitech Co., Ltd.(1)	11,712		106,810
Synopex, Inc.†(1)	235,868		1,126,670
Taewoong Co., Ltd.(1)	23,143		1,486,307
Taeyoung Engineering & Construction(1)	67,670		336,248
			11,227,896
Spain — 1.9%
Bolsas y Mercados Espanoles(1)	195,716		6,956,085
Sociedad General de Aguas de Barcelona SA, Class A(1)	161,583		3,681,539
			10,637,624
Sweden — 1.9%
Hexagon AB(1)	613,184		6,361,783
Modern Times Group AB, Class B(1)	100,462		4,109,125
			10,470,908
Switzerland — 4.1%
Actelion, Ltd.†(1)	28,090		1,622,629
Clariant AG†(1)	871,851		7,910,264
EFG International AG(1)	203,400		3,308,530
Sonova Holding AG(1)	107,697		10,317,982
			23,159,405
Taiwan — 1.6%
Chicony Electronics Co., Ltd.(1)	319,819		765,124
Everlight Electronics Co., Ltd.†(1)	509,499		1,403,164
Far Eastern Department Stores Co., Ltd.(1)	914,640		793,756
InnoLux Display Corp.(1)	493,370		550,520
International Games System Co., Ltd.(1)	91,693		740,327
L&K Engineering Co., Ltd.(1)	415,000		324,436
Shin Zu Shing Co., Ltd.(1)	246,620		1,339,842
Simplo Technology Co., Ltd.(1)	281,600		1,267,639
Transcend Information, Inc.(1)	158,000		525,258
Wistron Corp.(1)	647,985		1,250,596
			8,960,662
Thailand — 0.1%
Thoresen Thai Agencies PCL NVDR(1)	531,260		364,246
TMB Bank PCL†	17,899,200		231,569
			595,815
United Kingdom — 15.8%
ARM Holdings PLC(1)	489		1,040
Ashmore Group PLC(1)	1,772,879		6,892,743
Britvic PLC(1)	342,491		1,915,753
Burberry Group PLC(1)	830,614		6,501,264
Cookson Group PLC(1)	1,532,099		9,754,092
Croda International PLC(1)	613,038		6,237,024
Dana Petroleum PLC†(1)	264,867		6,044,553
Enterprise Inns PLC(1)	2,390,534		6,470,225
Fresnillo PLC(1)	523,446		5,274,909
ICAP PLC(1)	797,294		5,531,080
Kazakhmys PLC(1)	436,363		6,927,137
Legal & General Group PLC(1)	5,178,920		6,430,599
London Stock Exchange Group PLC(1)	542,773		7,074,502
Rentokil Initial PLC†(1)	4,187,573		7,437,588
Vedanta Resources PLC(1)	216,689		6,263,223
			88,755,732

38

VALIC Company II International Small Cap Equity Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Shares/ Principal Amount			Market Value (Note 2)
United States — 2.2%
AsiaInfo Holdings, Inc.†		132,300		$	2,278,206
Autoliv, Inc.		104,564			3,353,367
Virgin Media, Inc.		586,243			6,700,758
					12,332,331
Total Common Stock
(cost $460,345,845)					536,345,149
WARRANTS — 0.0%
Republic of Mauritius — 0.0%
Golden Agri-Resources, Ltd. Expires 07/24/12 (Strike price 0.54 SGD)† (cost $0)		104,061			10,832
Total Long-Term Investment Securities
(cost $460,345,845)					536,355,981
REPURCHASE AGREEMENT — 2.4%
Agreement with State Street Bank & Trust Co., bearing interest at 0.01%, dated 08/31/09, to be repurchased 09/01/09 in the amount of $13,602,004 and collateralized by $13,220,000 of Federal Home Loan Bank Bonds, bearing interest at 4.38%, due 09/17/10 and having an approximate value of $14,011,878 (cost $13,602,000)	$	13,602,000			13,602,000
TOTAL INVESTMENTS
(cost $473,947,845)(3)		97.7	%		549,957,981
Other assets less liabilities		2.3			12,767,351
NET ASSETS —		100.0	%	$	562,725,332

† Non-income producing security

(1) Security was valued using fair value procedures at August 31, 2009. The aggregate value of these securities was $516,644,185 representing 91.8% of net assets. Securities are classified as Level 2 based on the securities valuation inputs. See Note 2 regarding fair value pricing for foreign equity securities.

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

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

SDR—Swedish Depository Receipt

NVDR—Non Voting 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 August 31, 2009 (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:
Italy	$	–	$	43,257,792	#	$	–	$	43,257,792
Japan		–		161,040,769	#		–		161,040,769
United Kingdom		–		88,755,732	#		–		88,755,732
Other Countries*		19,684,321		223,589,892	#		16,643		243,290,856
Warrants		10,832		–			–		10,832
Repurchase Agreement		–		13,602,000			–		13,602,000
Total	$	19,695,153	$	530,246,185		$	16,643	$	549,957,981

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

# Includes foreign equity securities whose values were adjusted for fair value pricing procedures for foreign equity securities; therefore these investment securities were classified as Level 2 instead of Level 1. (See Note 2)

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

	Common Stock Other Countries
Balance as of 8/31/2008	$	131,845
Accrued discounts/premiums		–
Realized gain(loss)		–
Change in unrealized appreciation(depreciation)		(131,587	)
Net purchases(sales)		16,385
Transfers in and/or out of Level 3		–
Balance as of 8/31/2009	$	16,643

See Notes to Financial Statements

39

VALIC Company II Large Cap Value Fund

PORTFOLIO PROFILE — August 31, 2009 (Unaudited)

Industry Allocation*

Diversified Banking Institutions	11.2	%
Oil Companies — Integrated	9.6
Medical — Drugs	5.9
Diversified Manufacturing Operations	5.3
Banks — Super Regional	5.0
Telephone — Integrated	4.6
Oil Companies — Exploration & Production	3.7
Medical — HMO	2.8
Insurance — Life/Health	2.5
Computers — Memory Devices	2.5
Gas — Distribution	2.4
Computers	2.3
Multimedia	2.0
Agricultural Operations	1.5
Human Resources	1.4
Electric — Integrated	1.3
Real Estate Investment Trusts	1.3
Oil Field Machinery & Equipment	1.3
Finance — Investment Banker/Broker	1.3
Retail — Automobile	1.3
Insurance — Multi-line	1.2
Computer Services	1.2
Banks — Fiduciary	1.2
Medical — Wholesale Drug Distribution	1.2
Finance — Credit Card	1.1
Distribution/Wholesale	1.1
Cable/Satellite TV	1.1
Paper & Related Products	1.0
Chemicals — Specialty	1.0
Beverages — Non-alcoholic	1.0
Home Decoration Products	1.0
Transport — Rail	0.9
Retail — Regional Department Stores	0.9
Retail — Petroleum Products	0.9
Building — Residential/Commercial	0.9
Food — Meat Products	0.8
Oil & Gas Drilling	0.8
Retail — Major Department Stores	0.8
Retail — Consumer Electronics	0.8
Vitamins & Nutrition Products	0.8
Food — Dairy Products	0.8
Electric — Generation	0.8
Apparel Manufacturers	0.7
Containers — Paper/Plastic	0.7
Oil Refining & Marketing	0.7
Tobacco	0.7
Home Furnishings	0.6
Containers — Metal/Glass	0.6
Registered Investment Companies	0.6
Aerospace/Defense	0.6
Medical — Generic Drugs	0.6
Electronic Connectors	0.6
Auto — Heavy Duty Trucks	0.6
Independent Power Producers	0.5
Electronic Components — Misc.	0.4
Wire & Cable Products	0.4
Food — Canned	0.4
Steel — Producers	0.4
Cosmetics & Toiletries	0.4
	100.0	%

* Calculated as a percentage of net assets

40

VALIC Company II Large Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009

Security Description	Shares	Market Value (Note 2)
COMMON STOCK — 99.4%
Aerospace/Defense — 0.6%
Raytheon Co.	19,900	$	938,882
Agricultural Operations — 1.5%
Archer - Daniels - Midland Co.	80,592		2,323,467
Apparel Manufacturers — 0.7%
Polo Ralph Lauren Corp.	17,200		1,141,736
Auto - Heavy Duty Trucks — 0.6%
Oshkosh Corp.	26,200		880,320
Banks - Fiduciary — 1.2%
The Bank of New York Mellon Corp.	63,670		1,885,269
Banks - Super Regional — 5.0%
Fifth Third Bancorp	101,800		1,113,692
PNC Financial Services Group, Inc.	13,144		559,803
US Bancorp	82,504		1,866,240
Wells Fargo & Co.	158,594		4,364,507
			7,904,242
Beverages - Non - alcoholic — 1.0%
Coca - Cola Enterprises, Inc.	76,600		1,548,086
Building - Residential/Commercial — 0.9%
NVR, Inc.†	2,007		1,355,227
Cable/Satellite TV — 1.1%
Comcast Corp., Class A	109,200		1,672,944
Chemicals - Specialty — 1.0%
Ashland, Inc.	24,200		887,656
OM Group, Inc.†	24,800		674,808
			1,562,464
Computer Services — 1.2%
Computer Sciences Corp.†	38,600		1,885,610
Computers — 2.3%
Hewlett - Packard Co.	36,500		1,638,485
International Business Machines Corp.	17,200		2,030,460
			3,668,945
Computers - Memory Devices — 2.5%
EMC Corp.†	129,700		2,062,230
Western Digital Corp.†	55,100		1,888,828
			3,951,058
Containers - Metal/Glass — 0.6%
Owens - Illinois, Inc.†	29,600		1,004,624
Containers - Paper/Plastic — 0.7%
Pactiv Corp.†	45,600		1,133,160
Cosmetics & Toiletries — 0.4%
The Procter & Gamble Co.	11,231		607,709
Distribution/Wholesale — 1.1%
Ingram Micro, Inc., Class A†	52,500		879,900
Tech Data Corp.†	21,100		803,910
			1,683,810
Diversified Banking Institutions — 11.2%
Bank of America Corp.	305,146		5,367,518
Citigroup, Inc.	160,300		801,500
JPMorgan Chase & Co.	151,631		6,589,884
Morgan Stanley	36,223		1,049,018
The Goldman Sachs Group, Inc.	23,298		3,854,887
			17,662,807

Security Description	Shares	Market Value (Note 2)
Diversified Manufacturing Operations — 5.3%
Cooper Industries, Ltd., Class A	27,700	$	893,325
General Electric Co.	333,086		4,629,895
Illinois Tool Works, Inc.	50,300		2,103,546
ITT Corp.	15,700		786,256
			8,413,022
Electric - Generation — 0.8%
The AES Corp.†	87,400		1,194,758
Electric - Integrated — 1.3%
Edison International	44,700		1,493,427
FPL Group, Inc.	11,000		617,980
			2,111,407
Electronic Components - Misc. — 0.4%
Garmin, Ltd.	20,900		686,983
Electronic Connectors — 0.6%
Thomas & Betts Corp.†	31,988		885,748
Finance - Credit Card — 1.1%
American Express Co.	50,600		1,711,292
Finance - Investment Banker/Broker — 1.3%
Knight Capital Group, Inc., Class A†	102,550		2,063,306
Food - Canned — 0.4%
Del Monte Foods Co.	60,600		635,694
Food - Dairy Products — 0.8%
Dean Foods Co.†	66,048		1,198,111
Food - Meat Products — 0.8%
Tyson Foods, Inc., Class A	110,900		1,329,691
Gas - Distribution — 2.4%
Sempra Energy	46,158		2,315,747
UGI Corp.	57,886		1,476,672
			3,792,419
Home Decoration Products — 1.0%
Newell Rubbermaid, Inc.	108,300		1,507,536
Home Furnishings — 0.6%
Tempur - Pedic International, Inc.†	68,200		1,009,360
Human Resources — 1.4%
Manpower, Inc.	41,882		2,165,299
Independent Power Producers — 0.5%
Mirant Corp.†	50,700		854,295
Insurance - Life/Health — 2.5%
Aflac, Inc.	24,800		1,007,376
Prudential Financial, Inc.	17,700		895,266
Unum Group	91,400		2,059,242
			3,961,884
Insurance - Multi - line — 1.2%
American Financial Group, Inc.	75,730		1,942,474
Medical - Drugs — 5.9%
Eli Lilly & Co.	33,112		1,107,927
Endo Pharmaceuticals Holdings, Inc.†	42,200		952,454
Forest Laboratories, Inc.†	82,062		2,401,955
Pfizer, Inc.	293,027		4,893,551
			9,355,887
Medical - Generic Drugs — 0.6%
Watson Pharmaceuticals, Inc.†	26,200		924,598

41

VALIC Company II Large Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Medical - HMO — 2.8%
Coventry Health Care, Inc.†	100,800	$	2,200,464
UnitedHealth Group, Inc.	81,280		2,275,840
			4,476,304
Medical - Wholesale Drug Distribution — 1.2%
McKesson Corp.	33,000		1,876,380
Multimedia — 2.0%
Time Warner, Inc.	58,504		1,632,847
Viacom, Inc., Class B†	61,200		1,532,448
			3,165,295
Oil & Gas Drilling — 0.8%
Transocean, Ltd.†	17,081		1,295,423
Oil Companies - Exploration & Production — 3.7%
Anadarko Petroleum Corp.	15,100		798,337
Encore Acquisition Co.†	33,700		1,270,153
Occidental Petroleum Corp.	50,307		3,677,442
			5,745,932
Oil Companies - Integrated — 9.6%
Chevron Corp.	50,152		3,507,631
ConocoPhillips	17,819		802,390
Exxon Mobil Corp.	119,883		8,289,909
Marathon Oil Corp.	20,400		629,748
Murphy Oil Corp.	32,900		1,875,300
			15,104,978
Oil Field Machinery & Equipment — 1.3%
National - Oilwell Varco, Inc.†	57,300		2,082,855
Oil Refining & Marketing — 0.7%
Tesoro Corp.	77,800		1,095,424
Paper & Related Products — 1.0%
International Paper Co.	69,600		1,597,320
Real Estate Investment Trusts — 1.3%
Annaly Capital Management, Inc.	121,627		2,109,012
Retail - Automobile — 1.3%
AutoNation, Inc.†	104,845		1,989,958
Retail - Consumer Electronics — 0.8%
RadioShack Corp.	84,200		1,273,946
Retail - Major Department Stores — 0.8%
Sears Holdings Corp.†	20,300		1,288,035
Retail - Petroleum Products — 0.9%
World Fuel Services Corp.	30,700		1,379,658
Retail - Regional Department Stores — 0.9%
Macy’s, Inc.	90,400		1,403,008
Steel - Producers — 0.4%
Reliance Steel & Aluminum Co.	16,800		620,592
Telephone - Integrated — 4.6%
AT&T, Inc.	150,310		3,915,575
CenturyTel, Inc.	31,524		1,016,019
Qwest Communications International, Inc.	167,800		602,402
Verizon Communications, Inc.	53,954		1,674,732
			7,208,728
Tobacco — 0.7%
Reynolds American, Inc.	22,600		1,033,046

Security Description	Shares		Market Value (Note 2)
Transport - Rail — 0.9%
CSX Corp.	35,000		$	1,487,500
Vitamins & Nutrition Products — 0.8%
Herbalife, Ltd.	41,600			1,259,648
Wire & Cable Products — 0.4%
General Cable Corp.†	19,200			677,376
Total Long - Term Investment Securities
(cost $147,546,849)				156,724,542
SHORT-TERM INVESTMENT SECURITIES — 0.6%
Registered Investment Companies — 0.6%
VALIC Co. I Money Market I Fund (cost $958,928)	958,928			958,928
TOTAL INVESTMENTS
(cost $148,505,777)(1)	100.0	%		157,683,470
Other assets less liabilities	0.0			27,339
NET ASSETS —	100.0	%	$	157,710,809

† 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 August 31, 2009 (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	$	7,904,242	$	–	$	–	$	7,904,242
Diversified Banking Institutions		17,662,807		–		–		17,662,807
Diversified Manufacturing Operations		8,413,022		–		–		8,413,022
Medical — Drugs		9,355,887		–		–		9,355,887
Oil Companies — Integrated		15,104,978		–		–		15,104,978
Other Industries*		98,283,606		–		–		98,283,606
Short-Term Investment Securities:
Registered Investment Companies		–		958,928		–		958,928
Total	$	156,724,542	$	958,928	$	–	$	157,683,470

* 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

42

VALIC Company II Mid Cap Growth Fund

PORTFOLIO PROFILE — August 31, 2009 (Unaudited)

Industry Allocation*

Electronic Components — Semiconductors	5.8	%
Oil Companies — Exploration & Production	3.8
Transport — Truck	3.7
Semiconductor Equipment	3.5
Apparel Manufacturers	3.4
Schools	3.2
Repurchase Agreements	3.1
Retail — Apparel/Shoe	2.9
Computer Services	2.8
Computers — Memory Devices	2.4
Finance — Investment Banker/Broker	2.4
Oil — Field Services	2.2
Oil & Gas Drilling	2.2
Commercial Services	2.0
Metal — Copper	1.8
Distribution/Wholesale	1.8
Pharmacy Services	1.8
Private Corrections	1.7
Insurance — Life/Health	1.6
Investment Management/Advisor Services	1.5
Cosmetics & Toiletries	1.5
Banks — Super Regional	1.4
Applications Software	1.4
Coal	1.4
Banks — Fiduciary	1.3
Consumer Products — Misc.	1.3
Transactional Software	1.3
Real Estate Management/Services	1.3
Rubber — Tires	1.2
Medical — Biomedical/Gene	1.2
Semiconductor Components — Integrated Circuits	1.1
Tools — Hand Held	1.1
Aerospace/Defense — Equipment	1.1
Casino Services	1.1
Batteries/Battery Systems	1.1
Electronic Connectors	1.0
Hotels/Motels	1.0
Human Resources	1.0
Computer Aided Design	1.0
Retail — Automobile	1.0
Instruments — Scientific	1.0
Medical Products	1.0
Wireless Equipment	1.0
Non — Hazardous Waste Disposal	1.0
Electronic Forms	1.0
Steel — Producers	1.0
Physical Therapy/Rehabilitation Centers	1.0
Containers — Paper/Plastic	1.0
Independent Power Producers	1.0
Dialysis Centers	0.9
Retail — Consumer Electronics	0.9
Engineering/R&D Services	0.9
Containers — Metal/Glass	0.9
Veterinary Diagnostics	0.9
Internet Security	0.9
Transport — Services	0.9
Entertainment Software	0.8
Retail — Perfume & Cosmetics	0.7
Medical — Wholesale Drug Distribution	0.6
Medical — HMO	0.6
Research & Development	0.6
Agricultural Chemicals	0.6
Chemicals — Specialty	0.6
Machinery — Electrical	0.5
Medical — Drugs	0.5
Respiratory Products	0.5
Retail — Auto Parts	0.5
Transport — Marine	0.4
Networking Products	0.2
	99.8	%

* Calculated as a percentage of net assets

43

VALIC Company II Mid Cap Growth Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009

Security Description	Shares	Market Value (Note 2)
COMMON STOCK — 96.7%
Aerospace/Defense - Equipment — 1.1%
BE Aerospace, Inc.†	99,974	$	1,712,555
Agricultural Chemicals — 0.6%
Intrepid Potash, Inc.†	39,243		921,818
Apparel Manufacturers — 3.4%
Carter’s, Inc.†	64,398		1,620,254
Coach, Inc.	53,981		1,527,122
Hanesbrands, Inc.†	110,750		2,332,395
			5,479,771
Applications Software — 1.4%
Check Point Software Technologies, Ltd.†	79,985		2,229,182
Banks - Fiduciary — 1.3%
State Street Corp.	39,893		2,093,585
Banks - Super Regional — 1.4%
Capital One Financial Corp.	60,096		2,240,980
Batteries/Battery Systems — 1.1%
Energizer Holdings, Inc.†	25,876		1,693,067
Casino Services — 1.1%
International Game Technology	81,728		1,709,750
Chemicals - Specialty — 0.6%
Albemarle Corp.	28,425		916,138
Coal — 1.4%
CONSOL Energy, Inc.	18,159		679,328
Walter Energy, Inc.	28,325		1,470,351
			2,149,679
Commercial Services — 2.0%
Alliance Data Systems Corp.†	33,780		1,876,817
Quanta Services, Inc.†	56,245		1,244,139
			3,120,956
Computer Aided Design — 1.0%
Autodesk, Inc.†	69,449		1,627,190
Computer Services — 2.8%
Cognizant Technology Solutions Corp., Class A†	65,593		2,287,884
IHS, Inc., Class A†	44,087		2,133,811
			4,421,695
Computers - Memory Devices — 2.4%
NetApp, Inc.†	90,436		2,057,419
Western Digital Corp.†	50,657		1,736,522
			3,793,941
Consumer Products - Misc. — 1.3%
Jarden Corp.†	85,620		2,084,847
Containers - Metal/Glass — 0.9%
Crown Holdings, Inc.†	57,340		1,423,752
Containers - Paper/Plastic — 1.0%
Pactiv Corp.†	62,174		1,545,024
Cosmetics & Toiletries — 1.5%
Chattem, Inc.†	12,489		764,826
The Estee Lauder Cos., Inc., Class A	44,536		1,596,616
			2,361,442
Dialysis Centers — 0.9%
Fresenius Medical Care AG(1)	33,428		1,503,255

Security Description	Shares	Market Value (Note 2)
Distribution/Wholesale — 1.8%
Fastenal Co.	37,328	$	1,351,274
LKQ Corp.†	87,920		1,526,291
			2,877,565
Electronic Components - Semiconductors — 5.8%
Altera Corp.	100,821		1,936,771
Avago Technologies, Ltd.†	155,273		2,825,969
Broadcom Corp., Class A†	53,768		1,529,700
ON Semiconductor Corp.†	202,729		1,636,023
QLogic Corp.†	54,004		853,803
Xilinx, Inc.	21,650		481,496
			9,263,762
Electronic Connectors — 1.0%
Amphenol Corp., Class A	47,468		1,659,481
Electronic Forms — 1.0%
Adobe Systems, Inc.†	49,555		1,557,018
Engineering/R&D Services — 0.9%
The Shaw Group, Inc.†	48,599		1,425,409
Entertainment Software — 0.8%
Activision Blizzard, Inc.†	111,611		1,295,804
Finance - Investment Banker/Broker — 2.4%
Lazard, Ltd., Class A	42,991		1,671,060
TD Ameritrade Holding Corp.†	109,382		2,104,510
			3,775,570
Hotel/Motels — 1.0%
Starwood Hotels & Resorts Worldwide, Inc.	55,095		1,640,729
Human Resources — 1.0%
Robert Half International, Inc.	62,369		1,639,681
Independent Power Producers — 1.0%
NRG Energy, Inc.†	57,065		1,532,195
Instruments - Scientific — 1.0%
Thermo Fisher Scientific, Inc.†	35,822		1,619,513
Insurance - Life/Health — 1.6%
Aflac, Inc.	41,750		1,695,885
Lincoln National Corp.	36,638		924,743
			2,620,628
Internet Security — 0.9%
McAfee, Inc.†	35,282		1,403,518
Investment Management/Advisor Services — 1.5%
Affiliated Managers Group, Inc.†	37,340		2,439,422
Machinery - Electrical — 0.5%
Baldor Electric Co.	31,106		873,145
Medical Products — 1.0%
American Medical Systems Holdings, Inc.†	80,472		1,226,393
Covidien PLC	9,808		388,103
			1,614,496
Medical - Biomedical/Gene — 1.2%
Illumina, Inc.†	18,645		657,609
United Therapeutics Corp.†	12,999		1,189,539
			1,847,148
Medical - Drugs — 0.5%
Shire PLC(1)	52,212		865,533

44

VALIC Company II Mid Cap Growth Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Medical - HMO — 0.6%
CIGNA Corp.	32,036	$	942,819
Medical - Wholesale Drug Distribution — 0.6%
McKesson Corp.	17,534		996,983
Metal - Copper — 1.8%
Freeport - McMoRan Copper & Gold, Inc.	30,249		1,905,082
Southern Copper Corp.	34,953		987,772
			2,892,854
Networking Products — 0.2%
3Com Corp.†	80,984		352,280
Non - Hazardous Waste Disposal — 1.0%
Republic Services, Inc.	61,923		1,585,848
Oil & Gas Drilling — 2.2%
Atlas America, Inc.	33,113		734,446
Noble Corp.	58,815		2,060,290
Patterson - UTI Energy, Inc.	55,014		731,136
			3,525,872
Oil Companies - Exploration & Production — 3.8%
Continental Resources, Inc.†	79,351		2,801,090
EXCO Resources, Inc.†	112,746		1,652,856
Southwestern Energy Co.†	43,458		1,601,862
			6,055,808
Oil - Field Services — 2.2%
Key Energy Services, Inc.†	222,684		1,592,190
Weatherford International, Ltd.†	97,321		1,941,554
			3,533,744
Pharmacy Services — 1.8%
Express Scripts, Inc.†	28,491		2,057,620
Omnicare, Inc.	34,174		782,243
			2,839,863
Physical Therapy/Rehabilitation Centers — 1.0%
Psychiatric Solutions, Inc.†	57,734		1,546,694
Private Corrections — 1.7%
Corrections Corp. of America†	132,692		2,632,609
Real Estate Management/Services — 1.3%
Jones Lang LaSalle, Inc.	43,152		2,022,966
Research & Development — 0.6%
Pharmaceutical Product Development, Inc.	46,097		927,011
Respiratory Products — 0.5%
ResMed, Inc.†	17,200		789,652
Retail - Apparel/Shoe — 2.9%
Aeropostale, Inc.†	42,870		1,678,360
American Eagle Outfitters, Inc.	90,917		1,227,380
Nordstrom, Inc.	61,744		1,731,302
			4,637,042
Retail - Auto Parts — 0.5%
O’Reilly Automotive, Inc.†	18,691		715,491
Retail - Automobile — 1.0%
Copart, Inc.†	45,969		1,624,544
Retail - Consumer Electronics — 0.9%
Best Buy Co., Inc.	40,505		1,469,521
Retail - Perfume & Cosmetics — 0.7%
Ulta Salon Cosmetics & Fragrance, Inc.†	91,075		1,049,184

Security Description	Shares/ Principal Amount			Market Value (Note 2)
Rubber - Tires — 1.2%
The Goodyear Tire & Rubber Co.†		115,673		$	1,907,448
Schools — 3.2%
Apollo Group, Inc., Class A†		11,386			738,040
Capella Education Co.†		36,353			2,302,963
ITT Educational Services, Inc.†		18,845			1,978,537
					5,019,540
Semiconductor Components - Integrated Circuits — 1.1%
Marvell Technology Group, Ltd.†		113,559			1,731,775
Semiconductor Equipment — 3.5%
ASML Holding NV(1)		70,304			1,932,940
KLA - Tencor Corp.		51,600			1,609,920
Lam Research Corp.†		67,335			2,067,184
					5,610,044
Steel - Producers — 1.0%
Steel Dynamics, Inc.		93,662			1,550,106
Tools - Hand Held — 1.1%
The Stanley Works		41,896			1,714,803
Transactional Software — 1.3%
Solera Holdings, Inc.†		77,802			2,049,305
Transport - Marine — 0.4%
Diana Shipping, Inc.		43,836			569,430
Transport - Services — 0.9%
UTi Worldwide, Inc.†		109,194			1,403,143
Transport - Truck — 3.7%
Con - way, Inc.		38,652			1,614,107
J.B. Hunt Transport Services, Inc.		53,869			1,509,948
Knight Transportation, Inc.		82,036			1,352,774
Landstar System, Inc.		41,309			1,440,445
					5,917,274
Veterinary Diagnostics — 0.9%
VCA Antech, Inc.†		57,008			1,410,948
Wireless Equipment — 1.0%
Crown Castle International Corp.†		59,225			1,590,783
Total Long-Term Investment Securities
(cost $138,504,926)					153,594,628
REPURCHASE AGREEMENT — 3.1%
Agreement with State Street Bank & Trust Co., bearing interest at 0.01%, dated 08/31/09, to be repurchased 09/01/09 in the amount of $4,984,001 and collateralized by $5,140,000 of United States Treasury Bills, bearing interest at 0.15% due 12/31/09 and having approximate value of $5,135,916 (cost $4,984,000)	$	4,984,000			4,984,000
TOTAL INVESTMENTS
(cost $143,488,926)(2)		99.8	%		158,578,628
Other assets less liabilities		0.2			262,410
NET ASSETS —		100.0	%	$	158,841,038

† Non-income producing security

(1) Security was valued using fair value procedures at August 31, 2009. The aggregate value of these securities was $4,301,728 representing 2.7% of net assets. Securities are classified as Level 2 based on the securities valuation inputs. See Note 2 regarding fair value pricing for foreign equity securities.

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

45

VALIC Company II Mid Cap Growth Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

The following is a summary of the inputs used to value the Fund’s net assets as of August 31, 2009 (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:
Electronic Components —Semiconductors	$	9,263,762	$	–		$	–	$	9,263,762
Other Industries*		140,029,138		4,301,728	#		–		144,330,866
Repurchase Agreement		–		4,984,000			–		4,984,000
Total	$	149,292,900	$	9,285,728		$	–	$	158,578,628

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

# Includes foreign equity securities whose values were adjusted for fair value pricing procedures for foreign equity securities; therefore these investment securities were classified as Level 2 instead of Level 1. (See Note 2)

See Notes to Financial Statements

46

VALIC Company II Mid Cap Value Fund

PORTFOLIO PROFILE — August 31, 2009 (Unaudited)

Industry Allocation*

Electric — Integrated	7.4	%
Insurance — Reinsurance	4.8
Real Estate Investment Trusts	3.9
Oil Companies — Exploration & Production	3.8
Investment Management/Advisor Services	3.7
Insurance — Life/Health	3.2
Diversified Manufacturing Operations	3.2
Building — Residential/Commercial	3.1
Banks — Super Regional	2.5
Containers — Metal/Glass	2.3
Electronic Parts Distribution	2.3
Semiconductor Equipment	2.2
Commercial Services	1.9
Electronic Components — Misc.	1.7
Medical — HMO	1.6
Banks — Commercial	1.6
Gas — Distribution	1.5
Telecom Services	1.4
Chemicals — Diversified	1.4
Finance — Investment Banker/Broker	1.3
Medical — Wholesale Drug Distribution	1.3
Oil — Field Services	1.3
Retail — Major Department Stores	1.3
Apparel Manufacturers	1.2
Food — Misc.	1.2
Retail — Apparel/Shoe	1.2
Medical — Drugs	1.1
Airlines	1.1
Coal	1.0
Medical Labs & Testing Services	1.0
Food — Meat Products	1.0
Computer Services	1.0
Engineering/R&D Services	1.0
Auto/Truck Parts & Equipment — Original	1.0
Semiconductor Components — Integrated Circuits	0.9
Containers — Paper/Plastic	0.9
Medical — Generic Drugs	0.9
Agricultural Operations	0.8
Internet Security	0.8
Repurchase Agreements	0.8
Electronic Connectors	0.7
Insurance Brokers	0.7
Enterprise Software/Service	0.7
Industrial Gases	0.7
Metal — Iron	0.7
Electric Products — Misc.	0.7
Transport — Truck	0.7
Insurance — Property/Casualty	0.6
Finance — Credit Card	0.6
Agricultural Chemicals	0.6
E-Commerce/Services	0.6
Cable TV	0.6
Toys	0.6
Computer Graphics	0.6
Steel — Producers	0.6
Computers — Memory Devices	0.6
Printing — Commercial	0.6
Machine Tools & Related Products	0.6
Distribution/Wholesale	0.5
Aerospace/Defense — Equipment	0.5
Aerospace/Defense	0.5
Food — Retail	0.5
Chemicals — Specialty	0.5
Tools — Hand Held	0.5
Consumer Products — Misc.	0.5
Time Deposits	0.4
Oil Companies — Integrated	0.4
Diversified Operations	0.4
Oil & Gas Drilling	0.4

Medical — Hospitals	0.4
Advertising Agencies	0.4
Transport — Services	0.4
Fisheries	0.4
Food — Confectionery	0.4
Tobacco	0.4
Electronic Components — Semiconductors	0.4
Computers — Integrated Systems	0.4
Commercial Services — Finance	0.4
Retail — Regional Department Stores	0.4
Telephone — Integrated	0.4
Telecom Equipment — Fiber Optics	0.4
Real Estate Management/Services	0.4
Banks — Fiduciary	0.4
Retail — Auto Parts	0.3
Leisure Products	0.3
Therapeutics	0.3
Non — Hazardous Waste Disposal	0.3
Cosmetics & Toiletries	0.3
Coatings/Paint	0.3
Pipelines	0.2
Finance — Other Services	0.2
Savings & Loans/Thrifts	0.1
	100.1	%

* Calculated as a percentage of net assets

47

VALIC Company II Mid Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009

Security Description	Shares	Market Value (Note 2)
COMMON STOCK — 98.9%
Advertising Agencies — 0.4%
Omnicom Group, Inc.	57,695	$	2,095,482
Aerospace/Defense — 0.5%
Teledyne Technologies, Inc.†	74,300		2,508,368
Aerospace/Defense - Equipment — 0.5%
Alliant Techsystems, Inc.†	19,700		1,522,416
Goodrich Corp.	18,588		1,025,314
			2,547,730
Agricultural Chemicals — 0.6%
Agrium, Inc.	62,200		2,967,562
Agricultural Operations — 0.8%
Bunge, Ltd.	44,700		2,995,347
Chaoda Modern Agriculture Holdings, Ltd.(1)	1,339,040		798,870
			3,794,217
Airlines — 1.1%
Delta Air Lines, Inc.†	726,575		5,245,871
Apparel Manufacturers — 1.2%
VF Corp.	84,482		5,876,568
Auto/Truck Parts & Equipment - Original — 1.0%
Magna International, Inc., Class A	31,859		1,456,275
TRW Automotive Holdings Corp.†	174,900		3,086,985
			4,543,260
Banks - Commercial — 1.6%
BOK Financial Corp.	37,628		1,702,291
M&T Bank Corp.	20,700		1,278,432
Popular, Inc.	562,309		1,208,964
Regions Financial Corp.	161,659		947,322
TCF Financial Corp.	167,673		2,307,180
			7,444,189
Banks - Fiduciary — 0.4%
Northern Trust Corp.	30,411		1,777,827
Banks - Super Regional — 2.5%
Comerica, Inc.	190,526		5,081,328
Fifth Third Bancorp	193,672		2,118,772
Huntington Bancshares, Inc.	342,700		1,562,712
SunTrust Banks, Inc.	142,300		3,325,551
			12,088,363
Building - Residential/Commercial — 3.1%
D.R. Horton, Inc.	136,872		1,835,454
M.D.C Holdings, Inc.	187,900		7,038,734
Toll Brothers, Inc.†	268,546		6,106,736
			14,980,924
Cable TV — 0.6%
Cablevision Systems Corp., Class A	130,549		2,916,465
Chemicals - Diversified — 1.4%
Celanese Corp., Class A	93,352		2,377,675
FMC Corp.	90,200		4,302,540
			6,680,215
Chemicals - Specialty — 0.5%
Cytec Industries, Inc.	82,000		2,368,980
Coal — 1.0%
Alpha Natural Resources, Inc.†	67,834		2,191,717
CONSOL Energy, Inc.	74,200		2,775,822
			4,967,539

Security Description	Shares	Market Value (Note 2)
Coatings/Paint — 0.3%
The Sherwin - Williams Co.	21,727	$	1,307,965
Commercial Services — 1.9%
PHH Corp.†	429,900		9,139,674
Commercial Services - Finance — 0.4%
The Western Union Co.	104,000		1,876,160
Computer Graphics — 0.6%
Compagnie Generale de Geophysique - Veritas ADR†	128,100		2,750,307
Computer Services — 1.0%
CACI International, Inc., Class A†	32,800		1,507,488
Computer Sciences Corp.†	65,719		3,210,373
			4,717,861
Computers - Integrated Systems — 0.4%
Teradata Corp.†	70,000		1,885,100
Computers - Memory Devices — 0.6%
NetApp, Inc.†	118,000		2,684,500
Consumer Products - Misc. — 0.5%
Jarden Corp.†	88,513		2,155,292
Containers - Metal/Glass — 2.3%
Greif, Inc., Class A	66,400		3,289,456
Owens - Illinois, Inc.†	146,500		4,972,210
Rexam PLC(1)	672,326		2,921,638
			11,183,304
Containers - Paper/Plastic — 0.9%
Packaging Corp. of America	109,619		2,231,843
Sonoco Products Co.	79,132		2,052,684
			4,284,527
Cosmetics & Toiletries — 0.3%
Alberto - Culver Co.	52,801		1,393,418
Distribution/Wholesale — 0.5%
Genuine Parts Co.	18,200		674,128
WW Grainger, Inc.	21,826		1,909,120
			2,583,248
Diversified Manufacturing Operations — 3.2%
Dover Corp.	64,200		2,220,678
Ingersoll - Rand PLC	47,821		1,477,191
ITT Corp.	37,873		1,896,680
Parker Hannifin Corp.	74,048		3,603,175
Pentair, Inc.	161,800		4,583,794
SPX Corp.	24,963		1,389,940
			15,171,458
Diversified Operations — 0.4%
First Pacific Co.(1)	3,336,000		2,130,258
E - Commerce/Services — 0.6%
Expedia, Inc.†	127,032		2,928,088
Electric Products - Misc. — 0.7%
AMETEK, Inc.	100,200		3,154,296
Electric - Integrated — 7.4%
Allegheny Energy, Inc.	116,000		3,063,560
American Electric Power Co., Inc.	50,736		1,594,632
CMS Energy Corp.	245,306		3,289,553
Edison International	137,785		4,603,397
Entergy Corp.	21,193		1,674,247
Northeast Utilities	262,400		6,242,496
NV Energy, Inc.	460,800		5,557,248

48

VALIC Company II Mid Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Electric - Integrated (continued)
Wisconsin Energy Corp.	155,650	$	7,077,406
Xcel Energy, Inc.	118,430		2,338,993
			35,441,532
Electronic Components - Misc. — 1.7%
Flextronics International, Ltd.†	676,462		4,011,420
Kingboard Laminates Holdings, Ltd.(1)	6,213,000		3,891,251
			7,902,671
Electronic Components - Semiconductors — 0.4%
Altera Corp.	100,576		1,932,065
Electronic Connectors — 0.7%
Amphenol Corp., Class A	49,771		1,739,994
Thomas & Betts Corp.†	65,600		1,816,464
			3,556,458
Electronic Parts Distribution — 2.3%
Arrow Electronics, Inc.†	303,292		8,382,991
Avnet, Inc.†	94,787		2,526,073
			10,909,064
Engineering/R&D Services — 1.0%
URS Corp.†	105,213		4,548,358
Enterprise Software/Service — 0.7%
BMC Software, Inc.†	69,602		2,481,312
Sybase, Inc.†	23,252		810,332
			3,291,644
Finance - Credit Card — 0.6%
Discover Financial Services	216,347		2,974,771
Finance - Investment Banker/Broker — 1.3%
TD Ameritrade Holding Corp.†	326,336		6,278,705
Finance - Other Services — 0.2%
Solar Cayman Ltd.†*(2)(3)(4)(5)	120,200		1,121,466
Fisheries — 0.4%
Marine Harvest†(1)	2,846,000		2,025,748
Food - Confectionery — 0.4%
The J.M. Smucker Co.	38,397		2,007,011
Food - Meat Products — 1.0%
BRF - Brazil Foods SA ADR	14,000		618,520
Marfrig Frigorificos e Comercio de Alimentos SA†	170,600		1,430,190
Perdigao SA	124,000		2,763,305
			4,812,015
Food - Misc. — 1.2%
ConAgra Foods, Inc.	187,943		3,858,470
Corn Products International, Inc.	67,670		2,007,092
			5,865,562
Food - Retail — 0.5%
The Kroger Co.	111,368		2,404,435
Gas - Distribution — 1.5%
Sempra Energy	66,265		3,324,515
UGI Corp.	158,216		4,036,090
			7,360,605
Industrial Gases — 0.7%
Air Products & Chemicals, Inc.	43,611		3,272,133
Insurance Brokers — 0.7%
AON Corp.	78,879		3,293,987

Security Description	Shares	Market Value (Note 2)
Insurance - Life/Health — 3.2%
Lincoln National Corp.	38,545	$	972,876
Principal Financial Group, Inc.	109,100		3,098,440
Unum Group	495,932		11,173,348
			15,244,664
Insurance - Property/Casualty — 0.6%
Fidelity National Financial, Inc., Class A	96,400		1,447,928
First American Corp.	48,600		1,531,872
			2,979,800
Insurance - Reinsurance — 4.8%
Everest Re Group, Ltd.	82,758		6,977,327
PartnerRe, Ltd.	67,729		5,005,850
Platinum Underwriters Holdings, Ltd.	123,855		4,489,744
Reinsurance Group of America, Inc.	145,259		6,253,400
			22,726,321
Internet Security — 0.8%
McAfee, Inc.†	92,500		3,679,650
Investment Management/Advisor Services — 3.7%
Affiliated Managers Group, Inc.†	48,476		3,166,937
Ameriprise Financial, Inc.	265,751		7,980,503
Invesco, Ltd.	316,264		6,562,478
			17,709,918
Leisure Products — 0.3%
WMS Industries, Inc.†	37,368		1,581,787
Machine Tools & Related Products — 0.6%
Kennametal, Inc.	120,100		2,648,205
Medical Labs & Testing Services — 1.0%
Laboratory Corp. of America Holdings†	41,400		2,889,306
Quest Diagnostics, Inc.	37,051		1,999,272
			4,888,578
Medical - Drugs — 1.1%
Endo Pharmaceuticals Holdings, Inc.†	105,812		2,388,177
King Pharmaceuticals, Inc.†	298,000		3,093,240
			5,481,417
Medical - Generic Drugs — 0.9%
Impax Laboratories, Inc.†	557,515		4,231,539
Medical - HMO — 1.6%
CIGNA Corp.	264,150		7,773,934
Medical - Hospitals — 0.4%
Universal Health Services, Inc., Class B	35,672		2,096,087
Medical - Wholesale Drug Distribution — 1.3%
AmerisourceBergen Corp.	294,466		6,275,070
Metal - Iron — 0.7%
Cliffs Natural Resources, Inc.	128,221		3,245,274
Non - Hazardous Waste Disposal — 0.3%
Republic Services, Inc.	56,412		1,444,711
Oil & Gas Drilling — 0.4%
Nabors Industries, Ltd.†	44,624		788,952
Noble Corp.	38,229		1,339,162
			2,128,114
Oil Companies - Exploration & Production — 3.8%
EOG Resources, Inc.	27,569		1,984,968
Newfield Exploration Co.†	231,537		8,958,167

49

VALIC Company II Mid Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Oil Companies - Exploration & Production (continued)
Noble Energy, Inc.	98,419	$	5,950,413
Pioneer Natural Resources Co.	46,390		1,343,454
			18,237,002
Oil Companies - Integrated — 0.4%
Murphy Oil Corp.	37,453		2,134,821
Oil - Field Services — 1.3%
SBM Offshore NV(1)	79,312		1,649,572
Smith International, Inc.	45,500		1,254,435
Weatherford International, Ltd.†	159,300		3,178,035
			6,082,042
Pipelines — 0.2%
El Paso Corp.	126,384		1,166,524
Printing - Commercial — 0.6%
R.R. Donnelley & Sons Co.	149,337		2,664,172
Real Estate Investment Trusts — 3.9%
Boston Properties, Inc.	26,027		1,576,716
Chimera Investment Corp.	1,747,516		6,640,561
Essex Property Trust, Inc.	25,990		1,939,114
Federal Realty Investment Trust	40,184		2,506,276
Liberty Property Trust	64,362		2,109,143
Ventas, Inc.	69,050		2,707,450
Vornado Realty Trust	19,968		1,148,559
			18,627,819
Real Estate Management/Services — 0.4%
BR Malls Participacoes SA†	176,700		1,800,096
Retail - Apparel/Shoe — 1.2%
American Eagle Outfitters, Inc.	265,200		3,580,200
The Gap, Inc.	103,510		2,033,971
			5,614,171
Retail - Auto Parts — 0.3%
Advance Auto Parts, Inc.	38,099		1,611,588
Retail - Major Department Stores — 1.3%
J.C. Penney Co., Inc.	62,856		1,888,194
TJX Cos., Inc.	114,900		4,130,655
			6,018,849
Retail - Regional Department Stores — 0.4%
Kohl’s Corp.†	35,059		1,808,694
Savings & Loans/Thrifts — 0.1%
Beneficial Mutual Bancorp, Inc.†	53,004		471,206
Semiconductor Components - Integrated Circuits — 0.9%
Analog Devices, Inc.	70,225		1,983,856
Linear Technology Corp.	87,100		2,314,247
			4,298,103

Security Description	Shares/ Principal Amount			Market Value (Note 2)
Semiconductor Equipment — 2.2%
Teradyne, Inc.†		363,500		$	2,998,875
Varian Semiconductor Equipment Associates, Inc.†		244,850			7,485,064
					10,483,939
Steel - Producers — 0.6%
Schnitzer Steel Industries, Inc., Class A		50,261			2,714,597
Telecom Equipment - Fiber Optics — 0.4%
JDS Uniphase Corp.†		262,700			1,804,749
Telecom Services — 1.4%
Virgin Media, Inc.		585,900			6,696,837
Telephone - Integrated — 0.4%
Windstream Corp.		210,982			1,808,116
Therapeutics — 0.3%
Theravance, Inc.†		92,971			1,447,558
Tobacco — 0.4%
Lorillard, Inc.		27,415			1,994,990
Tools - Hand Held — 0.5%
The Stanley Works		54,047			2,212,144
Toys — 0.6%
Mattel, Inc.		158,000			2,842,420
Transport - Services — 0.4%
Ryder System, Inc.		55,076			2,092,888
Transport - Truck — 0.7%
Con - way, Inc.		33,000			1,378,080
Werner Enterprises, Inc.		101,365			1,771,861
					3,149,941
Total Long-Term Investment Securities
(cost $458,736,996)					473,065,581
SHORT-TERM INVESTMENT SECURITIES — 0.4%
Time Deposits — 0.4%
Euro Time Deposit with State Street Bank & Trust Co. 0.01% due 09/01/09 (cost $2,136,000)	$	2,136,000			2,136,000
REPURCHASE AGREEMENT — 0.8%
Agreement with State Street Bank & Trust Co., bearing interest at 0.01%, dated 08/31/09, to be repurchased 09/01/09 in the amount of $3,654,001 and collateralized by $3,770,000 of United States Treasury Bills, bearing interest at 0.15% due 12/31/09 and having approximate value of $3,767,738 (cost $3,654,000)		3,654,000			3,654,000
TOTAL INVESTMENTS
(cost $464,526,996)(6)		100.1	%		478,855,581
Liabilities in excess of other assets		(0.1	)		(398,342	)
NET ASSETS —		100.0	%	$	478,457,239

50

VALIC Company II Mid Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

† 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 August 31, 2009, the aggregate value of these securities was $1,121,466 representing 0.2% of net assets. Unless otherwise indicated these securities are not considered to be illiquid.

(1) Security was valued using fair value procedures at August 31, 2009. The aggregate value of these securities was $13,417,337 representing 2.8% of net assets. Securities are classified as Level 2 based on the securities valuation inputs. See Note 2 regarding fair value pricing for foreign equity securities.

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

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

(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 contactual 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 a 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 August 31, 2009, the Mid Cap Value Fund held the following restricted securities:

Name	Acquisition Date	Shares	Acquisition Cost	Market Value		Market Value Per Share		Value as a % of Net Assets
Solar Cayman Ltd. Common Stock	03/09/07	120,200	1,803,000	$	1,121,466	$	9.33	0.23	%

(5) Illiquid security. At August 31, 2009, the aggregate value of these securities was $1,121,466 representing 0.2% of net assets.

(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 August 31, 2009 (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	$	35,441,532	$	–		$	–	$	35,441,532
Other Industries*		423,085,246		13,417,337	#		1,121,466		437,624,049
Short-Term Investment Securities:
Time Deposit		–		2,136,000			–		2,136,000
Repurchase Agreement		–		3,654,000			–		3,654,000
Total	$	458,526,778	$	19,207,337		$	1,121,466	$	478,855,581

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

# Includes foreign equity securities whose values were adjusted for fair value pricing procedures for foreign equity securities; therefore these investment securities were classified as Level 2 instead of Level 1. (See Note 2)

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

	Common Stock Other Industries
Balance as of 8/31/2008	$	8,253,189
Accrued discounts/premiums		–
Realized gain (loss)		–
Change in unrealized appreciation (depreciation)		(868,087	)
Net purchases (sales)		(2,032,097	)
Transfers in and/or out of Level 3		(4,231,539	)
Balance as of 8/31/2009	$	1,121,466

See Notes to Financial Statements

51

VALIC Company II Moderate Growth Lifestyle Fund

PORTFOLIO PROFILE — August 31, 2009 (Unaudited)

Industry Allocation*

Domestic Equity Investment Companies	44.9	%
Fixed Income Investment Companies	36.4
International Equity Investment Companies	18.8
	100.1	%

* Calculated as a percentage of net assets

52

VALIC Company II Moderate Growth Lifestyle Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009

Security Description	Shares		Market Value (Note 2)
AFFILIATED REGISTERED INVESTMENT COMPANIES#(1) — 100.1%
Domestic Equity Investment Companies — 44.9%
VALIC Co. I Blue Chip Growth Fund	1,033,354		$	8,225,501
VALIC Co. I Small Cap Special Values Fund	1,240,010			8,717,270
VALIC Co. I Stock Index Fund	418,954			8,936,280
VALIC Co. I Value Fund	881,232			7,146,795
VALIC Co. II Capital Appreciation Fund	1,365,983			10,258,532
VALIC Co. II Large Cap Value Fund	305,048			2,858,297
VALIC Co. II Mid Cap Value Fund	689,961			8,769,398
VALIC Co. II Small Cap Growth Fund†	152,951			1,423,970
VALIC Co. II Small Cap Value Fund	740,911			7,320,200
Total Domestic Equity Investment Companies
(cost $51,183,174)				63,656,243
Fixed Income Investment Companies — 36.4%
VALIC Co. I Government Securities Fund	90,034			968,770
VALIC Co. II Core Bond Fund	2,150,432			21,418,304
VALIC Co. II High Yield Bond Fund	1,625,847			11,039,499
VALIC Co. II Strategic Bond Fund	1,770,719			18,238,406
Total Fixed Income Investment Companies
(cost $46,651,784)				51,664,979
International Equity Investment Companies — 18.8%
VALIC Co. I Foreign Value Fund	802,638			6,693,997
VALIC Co. I Global Real Estate Fund	1,228,500			9,262,890
VALIC Co. I International Equities Fund	1,757,598			10,299,525
VALIC Co. I International Growth I Fund	38,484			354,058
Total International Equity Investment Companies
(cost $21,068,162)				26,610,470
TOTAL INVESTMENTS
(cost $118,903,120)(2)	100.1	%		141,931,692
Liabilities in excess of other assets	(0.1	)		(145,365	)
NET ASSETS —	100.0	%	$	141,786,327

† 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 Portfolio’s net assets as of August 31, 2009 (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	$	63,656,243	$–	$–	$	63,656,243
Fixed Income Investment Companies		51,664,979	–	–		51,664,979
International Equity Investment Companies		26,610,470	–	–		26,610,470
Total	$	141,931,692	$–	$–	$	141,931,692

See Notes to Financial Statements

53

VALIC Company II Money Market II Fund

PORTFOLIO PROFILE — August 31, 2009 (Unaudited)

Industry Allocation*

U.S. Government Agencies	67.4	%
Repurchase Agreements	14.5
Super — Regional Banks-US	5.7
Foreign Bank	4.6
Diversified Financial Services	4.0
Money Center Banks	3.5
Finance	2.0
	101.7	%
Weighted Average Days to Maturity	48.1

Credit Quality@#

A-1 100.0 % 

* Calculated as a percentage of net assets.

@ Source: Standard & Poors.

# Calculated as a percentage of total debt issues.

54

VALIC Company II Money Market II Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009

Security Description	Principal Amount		Market Value (Note 2)
SHORT - TERM INVESTMENT SECURITIES — 87.2%
Certificates of Deposit — 6.1%
Barclays Bank PLC 1.40% due 11/04/09(1)	$	3,700,000	$	3,700,000
Calyon 1.56% due 10/19/09(1)		4,000,000		4,000,597
Deutsche Bank AG 0.64% due 09/01/09(1)		4,000,000		4,000,297
Rabobank Nederland NV 1.01% due 09/04/09(1)		3,800,000		3,800,003
Total Certificates of Deposit
(amortized cost $15,500,897)				15,500,897
Commercial Paper — 3.2%
Bank of America Corp. 0.17% due 09/01/09		4,000,000		4,000,000
Lloyds TSB Bank PLC 0.17% due 09/01/09		4,000,000		4,000,000
Total Commercial Paper
(amortized cost $8,000,000)				8,000,000
U.S. Corporate Bonds & Notes — 7.8%
Bank of America NA FDIC Guar. Notes 0.66% due 09/14/09(1)		7,500,000		7,500,000
Bank of America Corp. Senior Notes 0.72% due 09/25/09(1)		3,000,000		3,001,022
Citigroup Funding, Inc. FDIC Guar. Notes 0.59% due 10/30/09(1)		3,300,000		3,304,254
General Electric Capital Corp. Senior Notes 0.61% due 10/04/09(1)		1,500,000		1,499,814
General Electric Capital Corp. FDIC Guar. Notes 1.26% due 09/09/09(1)		3,500,000		3,537,543
JPMorgan Chase & Co. FDIC Guar. Notes 0.49% due 11/23/09(1)		1,000,000		1,000,000
Total Corporate Bonds & Notes
(amortized cost $19,842,633)				19,842,633
Medium Term Notes — 2.7%
Bear Stearns Co., Inc. 0.90% due 09/09/09(1)		3,000,000		2,999,800
Citigroup Funding, Inc. 1.52% due 11/09/09(1)		3,800,000		3,770,108
Total Medium Term Notes
(amortized cost $6,769,908)				6,769,908
U.S. Government Agencies — 67.4%
Federal Farm Credit Bank
0.26% due 09/27/09(1)		4,000,000		3,999,448
0.68% due 09/10/09(1)		3,800,000		3,800,000
Federal Home Loan Bank
0.19% due 09/23/09		5,000,000		4,999,435
0.25% due 09/21/09(1)		8,000,000		8,000,000
0.41% due 10/13/09(1)		15,500,000		15,498,198
0.45% due 09/16/09		3,800,000		3,799,288
0.50% due 10/08/09(1)		5,000,000		5,000,271
0.59% due 09/02/09		10,000,000		9,999,836
0.80% due 11/20/09		8,000,000		7,985,778
0.90% due 04/07/10		1,500,000		1,499,548
1.00% due 02/12/10		8,000,000		7,963,556
1.02% due 02/26/10		6,500,000		6,497,331
1.05% due 02/23/10		3,800,000		3,798,149
1.05% due 03/05/10		3,800,000		3,798,810

Security Description	Principal Amount			Market Value (Note 2)
U.S. Government Agencies (continued)
Federal Home Loan Mtg. Corp.
0.24% due 12/22/09	$	4,000,000		$	3,997,013
0.25% due 10/20/09		7,000,000			6,997,618
0.28% due 12/14/09		4,000,000			3,996,764
0.34% due 11/04/09(1)		6,000,000			6,000,000
0.41% due 10/12/09(1)		3,000,000			2,999,955
0.61% due 10/07/09(1)		3,500,000			3,499,441
0.62% due 09/10/09(1)		7,000,000			6,999,070
0.68% due 09/30/09		11,000,000			10,993,974
Federal National Mtg. Assoc.
0.31% due 01/11/10		4,000,000			3,995,453
0.33% due 02/01/10		4,000,000			3,994,390
0.40% due 10/13/09(1)		15,000,000			14,999,352
0.40% due 11/12/09(1)		7,885,000			7,885,282
0.42% due 11/05/09(1)		3,800,000			3,799,583
1.55% due 09/02/09		4,000,000			3,999,828
Total U.S. Government Agencies
(amortized cost $170,797,371)					170,797,371
Total Short - Term Investment Securities — 87.2%
(amortized cost $220,910,809)					220,910,809
REPURCHASE AGREEMENT — 14.5%
UBS Securities LLC Joint Repurchase Agreement(2) (amortized cost $36,736,000)		36,736,000			36,736,000
TOTAL INVESTMENTS
(amortized cost $257,646,809)(3)		101.7	%		257,646,809
Liabilities in excess of other assets		(1.7	)		(4,404,967	)
NET ASSETS —		100.0	%	$	253,241,842

(1) Floating rate security where the rate fluctuates. The rate moves up or down at each reset date. The rate reflected is as of August 31, 2009; maturity date reflects the next reset date.

(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 August 31, 2009 (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	$	–	$	15,500,897	$	–	$	15,500,897
Commercial Paper		–		8,000,000		–		8,000,000
U.S. Corporate Bonds & Notes		–		19,842,633		–		19,842,633
Medium Term Notes		–		6,769,908		–		6,769,908
U.S. Government Agencies		–		170,797,371		–		170,797,371
Repurchase Agreement		–		36,736,000		–		36,736,000
Total	$	–	$	257,646,809	$	–	$	257,646,809

See Notes to Financial Statements

55

VALIC Company II Small Cap Growth Fund

PORTFOLIO PROFILE — August 31, 2009 (Unaudited)

Industry Allocation*

Enterprise Software/Service	4.8	%
Medical — Biomedical/Gene	4.7
Oil Companies — Exploration & Production	3.6
Time Deposits	3.3
Applications Software	3.1
Schools	2.8
Medical — Drugs	2.6
Medical Labs & Testing Services	2.6
Insurance — Property/Casualty	2.4
Footwear & Related Apparel	2.4
Retail — Apparel/Shoe	2.3
Transport — Truck	2.3
Medical Instruments	2.3
Recreational Centers	2.1
Internet Application Software	2.1
Telecom Services	1.8
Patient Monitoring Equipment	1.8
Commercial Services — Finance	1.7
Medical — HMO	1.6
Semiconductor Equipment	1.6
Retirement/Aged Care	1.6
Physical Therapy/Rehabilitation Centers	1.5
Therapeutics	1.5
Educational Software	1.5
Retail — Perfume & Cosmetics	1.4
Networking Products	1.4
Computers — Integrated Systems	1.4
Wireless Equipment	1.4
Computers — Periphery Equipment	1.4
Computer Services	1.3
Machinery — General Industrial	1.3
Diversified Manufacturing Operations	1.3
Consulting Services	1.2
Investment Management/Advisor Services	1.2
Building Products — Air & Heating	1.2
Building & Construction Products — Misc.	1.2
Electronic Components — Semiconductors	1.1
Decision Support Software	1.1
Finance — Investment Banker/Broker	1.0
Vitamins & Nutrition Products	1.0
Private Corrections	1.0
Medical Imaging Systems	1.0
Metal Processors & Fabrication	1.0
Machinery — Pumps	0.9
Aerospace/Defense — Equipment	0.9
Semiconductor Components — Integrated Circuits	0.9
Internet Security	0.9
Drug Delivery Systems	0.9
Entertainment Software	0.9
Consumer Products — Misc.	0.9
Chemicals — Diversified	0.8
Computer Aided Design	0.8
Machinery — Electrical	0.7
Distribution/Wholesale	0.7
Non — Hazardous Waste Disposal	0.7
Batteries/Battery Systems	0.7
Building Products — Cement	0.7
Satellite Telecom	0.7
Theaters	0.7
E-Marketing/Info	0.6
Internet Infrastructure Software	0.6
Retail — Appliances	0.6
Communications Software	0.6
Oil — Field Services	0.5
Medical — Outpatient/Home Medical	0.5
Power Converter/Supply Equipment	0.5
Medical Information Systems	0.5
Savings & Loans/Thrifts	0.5
Retail — Restaurants	0.5

Diagnostic Kits	0.5
Casino Hotels	0.4
Diagnostic Equipment	0.3
Pharmacy Services	0.2
	100.5	%

* Calculated as a percentage of net assets

56

VALIC Company II Small Cap Growth Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009

Security Description	Shares	Market Value (Note 2)
COMMON STOCK — 97.2%
Aerospace/Defense - Equipment — 0.9%
HEICO Corp.	10,480	$	388,389
Applications Software — 3.1%
NetSuite, Inc.†	40,250		551,827
Nuance Communications, Inc.†	62,690		772,968
			1,324,795
Batteries/Battery Systems — 0.7%
EnerSys†	14,900		296,361
Building & Construction Products - Misc. — 1.2%
Simpson Manufacturing Co., Inc.	8,670		222,819
Trex Co., Inc.†	14,000		266,140
			488,959
Building Products - Air & Heating — 1.2%
Lennox International, Inc.	13,650		489,762
Building Products - Cement — 0.7%
Eagle Materials, Inc.	11,200		294,896
Casino Hotels — 0.4%
Boyd Gaming Corp.†	16,500		169,620
Chemicals - Diversified — 0.8%
Innospec, Inc.	25,690		351,439
Commercial Services - Finance — 1.7%
Bankrate, Inc.†	10,300		293,447
Coinstar, Inc.†	5,300		174,953
Morningstar, Inc.†	6,090		269,787
			738,187
Communications Software — 0.6%
SolarWinds, Inc.†	12,520		233,623
Computer Aided Design — 0.8%
ANSYS, Inc.†	9,410		330,667
Computer Services — 1.3%
Syntel, Inc.	13,810		553,367
Computers - Integrated Systems — 1.4%
NCI, Inc.†	11,730		344,275
Riverbed Technology, Inc.†	12,500		241,000
			585,275
Computers - Periphery Equipment — 1.4%
Compellent Technologies Inc†	25,500		380,460
Synaptics, Inc.†	7,880		203,146
			583,606
Consulting Services — 1.2%
FTI Consulting, Inc.†	6,090		265,159
Watson Wyatt Worldwide, Inc., Class A	5,460		238,602
			503,761
Consumer Products - Misc. — 0.9%
Central Garden & Pet Co.†	31,000		376,340
Decision Support Software — 1.1%
MSCI, Inc., Class A†	15,450		454,539
Diagnostic Equipment — 0.3%
Hansen Medical, Inc.†	32,600		111,166
Diagnostic Kits — 0.5%
Meridian Bioscience, Inc.	8,020		193,282
Distribution/Wholesale — 0.7%
Beacon Roofing Supply, Inc.†	17,940		301,751

Security Description	Shares	Market Value (Note 2)
Diversified Manufacturing Operations — 1.3%
Carlisle Cos., Inc.	16,240	$	535,758
Drug Delivery Systems — 0.9%
Nektar Therapeutics†	46,300		383,827
E - Marketing/Info — 0.6%
Digital River, Inc.†	7,790		275,143
Educational Software — 1.5%
Blackboard, Inc.†	17,940		617,315
Electronic Components - Semiconductors — 1.1%
Microsemi Corp.†	34,490		486,654
Enterprise Software/Service — 4.8%
Concur Technologies, Inc.†	5,800		205,088
MedAssets, Inc.†	35,650		796,064
Omnicell, Inc.†	46,560		511,229
Taleo Corp., Class A†	28,240		510,862
			2,023,243
Entertainment Software — 0.9%
Take - Two Interactive Software, Inc.	36,000		378,000
Finance - Investment Banker/Broker — 1.0%
Broadpoint Gleacher Securities, Inc.†	56,500		426,575
Footwear & Related Apparel — 2.4%
Iconix Brand Group, Inc.†	27,510		472,622
Skechers USA, Inc., Class A†	29,680		528,601
			1,001,223
Insurance - Property/Casualty — 2.4%
HCC Insurance Holdings, Inc.	11,740		310,406
ProAssurance Corp.��	7,000		367,500
Tower Group, Inc.	13,592		326,072
			1,003,978
Internet Application Software — 2.1%
Art Technology Group, Inc.†	130,600		527,624
DealerTrack Holdings, Inc.†	17,440		351,939
			879,563
Internet Infrastructure Software — 0.6%
F5 Networks, Inc.†	7,470		257,640
Internet Security — 0.9%
Sourcefire, Inc.†	20,220		384,180
Investment Management/Advisor Services — 1.2%
Affiliated Managers Group, Inc.†	4,530		295,945
Calamos Asset Management, Inc., Class A	18,370		207,214
			503,159
Machinery - Electrical — 0.7%
Baldor Electric Co.	11,160		313,261
Machinery - General Industrial — 1.3%
Wabtec Corp.	14,500		543,025
Machinery - Pumps — 0.9%
Graco, Inc.	15,900		399,249
Medical Imaging Systems — 1.0%
Vital Images, Inc.†	32,070		407,610
Medical Information Systems — 0.5%
athenahealth, Inc.†	5,180		208,391
Medical Instruments — 2.3%
Bruker BioSciences Corp.†	56,350		571,952
Thoratec Corp.†	15,520		407,245
			979,197

57

VALIC Company II Small Cap Growth Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Medical Labs & Testing Services — 2.6%
Genoptix, Inc.†	17,880	$	512,977
ICON PLC ADR†	26,230		567,093
			1,080,070
Medical - Biomedical/Gene — 4.7%
Acorda Therapeutics, Inc.†	4,300		97,266
Alexion Pharmaceuticals, Inc.†	4,690		211,706
ARIAD Pharmaceuticals, Inc.†	69,800		152,862
Enzo Biochem, Inc.†	73,110		372,130
Exelixis, Inc.†	46,630		265,325
Halozyme Therapeutics, Inc.†	56,530		420,583
Human Genome Sciences, Inc.†	13,800		272,964
Incyte Corp.†	29,600		195,064
			1,987,900
Medical - Drugs — 2.6%
Cumberland Pharmaceuticals, Inc.†	25,200		421,848
Medivation, Inc.†	9,790		247,883
Myriad Pharmaceuticals, Inc.†	2,065		9,292
Sucampo Pharmaceuticals, Inc. Class A†	36,720		205,999
ViroPharma, Inc.†	29,600		236,800
			1,121,822
Medical - HMO — 1.6%
Health Net, Inc.†	23,200		355,424
Healthspring, Inc.†	25,730		340,408
			695,832
Medical - Outpatient/Home Medical — 0.5%
Gentiva Health Services, Inc.†	10,117		223,080
Metal Processors & Fabrication — 1.0%
Commercial Metals Co.	23,880		404,288
Networking Products — 1.4%
Infinera Corp.†	20		140
Switch & Data Facilities Co., Inc.†	43,080		585,457
			585,597
Non - Hazardous Waste Disposal — 0.7%
Waste Connections, Inc.†	10,900		298,115
Oil Companies - Exploration & Production — 3.6%
Comstock Resources, Inc.†	12,150		429,259
Concho Resources, Inc.†	12,440		405,420
Forest Oil Corp.†	23,090		362,975
Swift Energy Co.†	16,400		334,068
			1,531,722
Oil - Field Services — 0.5%
Oceaneering International, Inc.†	4,360		227,461
Patient Monitoring Equipment — 1.8%
Insulet Corp.†	37,590		346,204
Masimo Corp.†	16,345		410,586
			756,790
Pharmacy Services — 0.2%
Clarient, Inc.†	21,100		82,923
Physical Therapy/Rehabilitation Centers — 1.5%
Psychiatric Solutions, Inc.†	24,230		649,122
Power Converter/Supply Equipment — 0.5%
Energy Conversion Devices, Inc.†	5,630		63,000
Powell Industries, Inc.†	3,970		150,145
			213,145

Security Description	Shares	Market Value (Note 2)
Private Corrections — 1.0%
The Geo Group, Inc.†	22,320	$	408,902
Recreational Centers — 2.1%
Life Time Fitness, Inc.†	29,080		904,970
Retail - Apparel/Shoe — 2.3%
J Crew Group, Inc.†	18,630		635,097
Lululemon Athletica, Inc.†	17,900		359,074
			994,171
Retail - Appliances — 0.6%
Hhgregg, Inc.†	14,300		247,104
Retail - Perfume & Cosmetics — 1.4%
Ulta Salon Cosmetics & Fragrance, Inc.†	52,390		603,533
Retail - Restaurants — 0.5%
The Cheesecake Factory, Inc.†	10,780		198,029
Retirement/Aged Care — 1.6%
Emeritus Corp.†	37,530		676,666
Satellite Telecom — 0.7%
DigitalGlobe, Inc.†	14,580		292,475
Savings & Loans/Thrifts — 0.5%
WSFS Financial Corp.	7,440		206,237
Schools — 2.8%
American Public Education, Inc.†	6,970		241,510
K12 ,Inc.†	9,500		195,605
Lincoln Educational Services Corp.†	34,010		754,342
			1,191,457
Semiconductor Components - Integrated Circuits — 0.9%
Hittite Microwave Corp.†	11,240		386,881
Semiconductor Equipment — 1.6%
Varian Semiconductor Equipment Associates, Inc.†	12,970		396,493
Verigy, Ltd.†	26,600		284,354
			680,847
Telecom Services — 1.8%
Cbeyond, Inc.†	19,540		280,594
Neutral Tandem, Inc.†	19,600		490,196
			770,790
Theaters — 0.7%
National CineMedia, Inc.	19,490		292,350
Therapeutics — 1.5%
BioMarin Pharmaceutical, Inc.†	18,290		301,236
Onyx Pharmaceuticals, Inc.†	5,100		163,557
Theravance, Inc.†	11,710		182,325
			647,118
Transport - Truck — 2.3%
Landstar System, Inc.	13,060		455,402
Marten Transport, Ltd.†	7,100		120,416
Old Dominion Freight Lines, Inc.†	11,370		406,819
			982,637
Vitamins & Nutrition Products — 1.0%
NBTY, Inc.†	11,180		414,331
Wireless Equipment — 1.4%
Viasat, Inc.†	24,140		584,912
Total Long-Term Investment Securities
(cost $40,440,366)			41,118,053

58

VALIC Company II Small Cap Growth Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount			Market Value (Note 2)
SHORT-TERM INVESTMENT SECURITIES — 3.3%
Time Deposits — 3.3%
Euro Time Deposit with State Street Bank & Trust Co. 0.01% due 09/01/09 (cost $1,390,000)	$	1,390,000		$	1,390,000
TOTAL INVESTMENTS
(cost $41,830,366)(1)		100.5	%		42,508,053
Liabilities in excess of other assets		(0.5	)		(198,149	)
NET ASSETS —		100.0	%	$	42,309,904

† 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 August 31, 2009 (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*	$	41,118,053	$	–	$	–	$	41,118,053
Short-Term Investment Securities:
Time Deposit		–		1,390,000		–		1,390,000
Total	$	41,118,053	$	1,390,000	$	–	$	42,508,053

* All industries individually have an aggregate market value of less than 5% of net assets.

See Notes to Financial Statements

59

VALIC Company II Small Cap Value Fund

PORTFOLIO PROFILE — August 31, 2009 (Unaudited)

Industry Allocation*

Banks — Commercial	9.9	%
Real Estate Investment Trusts	9.6
Electric — Integrated	3.5
Consumer Products — Misc.	3.1
Diversified Manufacturing Operations	2.8
Repurchase Agreements	2.8
Gas — Distribution	2.3
Insurance — Life/Health	2.3
Insurance — Property/Casualty	2.1
Retail — Apparel/Shoe	1.9
Oil — Field Services	1.6
Distribution/Wholesale	1.5
Commercial Services — Finance	1.4
Oil Companies — Exploration & Production	1.4
Insurance — Reinsurance	1.3
Data Processing/Management	1.3
Finance — Consumer Loans	1.2
Finance — Investment Banker/Broker	1.2
Metal Processors & Fabrication	1.2
Engineering/R&D Services	1.1
Chemicals — Specialty	1.1
Chemicals — Plastics	1.0
Airlines	1.0
Batteries/Battery Systems	1.0
Transport — Marine	1.0
Machinery — General Industrial	0.9
Containers — Paper/Plastic	0.9
Electronic Components — Misc.	0.9
Oil & Gas Drilling	0.9
Transport — Truck	0.9
Networking Products	0.8
Semiconductor Components — Integrated Circuits	0.8
Computer Aided Design	0.8
Commercial Services	0.8
Telecommunication Equipment	0.8
Enterprise Software/Service	0.8
Retail — Restaurants	0.7
Medical — HMO	0.7
Office Furnishings — Original	0.7
Toys	0.7
Auto/Truck Parts & Equipment — Original	0.7
Telephone — Integrated	0.7
Paper & Related Products	0.7
Investment Management/Advisor Services	0.7
Building & Construction Products — Misc.	0.7
Lasers — System/Components	0.7
Medical Products	0.6
Apparel Manufacturers	0.6
Medical — Drugs	0.6
Savings & Loans/Thrifts	0.6
Human Resources	0.6
Semiconductor Equipment	0.6
Insurance — Multi-line	0.6
Aerospace/Defense — Equipment	0.6
Machinery — Farming	0.6
Applications Software	0.6
Computers — Periphery Equipment	0.5
Pharmacy Services	0.5
Medical — Biomedical/Gene	0.5
Electronic Components — Semiconductors	0.5
Medical — Outpatient/Home Medical	0.5
Retail — Bookstores	0.5
United States Treasury Notes	0.4
Computer Services	0.4
Retail — Automobile	0.4
Food — Wholesale/Distribution	0.4
Industrial Automated/Robotic	0.4
Internet Infrastructure Software	0.4
Finance — Auto Loans	0.4

Financial Guarantee Insurance	0.4
Retail — Discount	0.4
Circuit Boards	0.3
Containers — Metal/Glass	0.3
Aerospace/Defense	0.3
Television	0.3
Food — Canned	0.3
Building Products — Air & Heating	0.3
Machinery — Material Handling	0.3
Footwear & Related Apparel	0.3
Retail — Hair Salons	0.3
Funeral Services & Related Items	0.3
Office Supplies & Forms	0.3
Chemicals — Diversified	0.3
Finance — Leasing Companies	0.3
Medical — Generic Drugs	0.3
Water	0.2
Telecom Services	0.2
Retail — Regional Department Stores	0.2
Home Furnishings	0.2
Satellite Telecom	0.2
Printing — Commercial	0.2
Retail — Leisure Products	0.2
Auto/Truck Parts & Equipment — Replacement	0.2
Rental Auto/Equipment	0.2
Rubber/Plastic Products	0.2
Internet Infrastructure Equipment	0.2
Medical Imaging Systems	0.2
Auto Repair Centers	0.2
Building Products — Light Fixtures	0.2
Steel Pipe & Tube	0.2
Finance — Credit Card	0.2
Recycling	0.2
Entertainment Software	0.2
Hotels/Motels	0.2
Retail — Home Furnishings	0.2
Retail — Perfume & Cosmetics	0.2
Computers — Memory Devices	0.2
Transport — Services	0.2
Therapeutics	0.2
Beverages — Non-alcoholic	0.2
Building Products — Doors & Windows	0.2
Web Hosting/Design	0.2
Publishing — Books	0.1
Web Portals/ISP	0.1
Multilevel Direct Selling	0.1
Multimedia	0.1
Research & Development	0.1
Linen Supply & Related Items	0.1
Radio	0.1
Retirement/Aged Care	0.1
Schools	0.1
Transport — Air Freight	0.1
Building & Construction — Misc.	0.1
Retail — Jewelry	0.1
Retail — Convenience Store	0.1
Platinum	0.1
E-Services/Consulting	0.1
Insurance Brokers	0.1
Retail — Toy Stores	0.1
Investment Companies	0.1
Gambling (Non-Hotel)	0.1
Pipelines	0.1
Non-Ferrous Metals	0.1
Leisure Products	0.1
Real Estate Operations & Development	0.1
Food — Misc.	0.1
Educational Software	0.1
Communications Software	0.1

60

VALIC Company II Small Cap Value Fund

PORTFOLIO PROFILE — August 31, 2009 (Unaudited) — (continued)

Industry Allocation* (continued)

Wire & Cable Products	0.1	%
Oil Field Machinery & Equipment	0.1
Wireless Equipment	0.1
	100.0	%

* Calculated as a percentage of net assets

61

VALIC Company II Small Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009

Security Description	Shares	Market Value (Note 2)
COMMON STOCK — 96.7%
Aerospace/Defense — 0.3%
Cubic Corp.	31,200	$	1,108,224
Aerospace/Defense - Equipment — 0.6%
Orbital Sciences Corp.†	141,100		2,086,869
Airlines — 1.0%
Hawaiian Holdings, Inc.†	42,300		309,636
Republic Airways Holdings, Inc.†	79,000		727,590
Skywest, Inc.	158,700		2,451,915
			3,489,141
Apparel Manufacturers — 0.6%
Jones Apparel Group, Inc.	107,800		1,680,602
Maidenform Brands, Inc.†	33,300		537,462
			2,218,064
Applications Software — 0.5%
EPIQ Systems, Inc.†	116,600		1,747,834
Audio/Video Products — 0.0%
Audiovox Corp., Class A†	19,400		136,964
Auto Repair Centers — 0.2%
Midas, Inc.†	79,261		716,519
Auto/Truck Parts & Equipment - Original — 0.7%
ArvinMeritor, Inc.	146,900		1,073,839
Autoliv, Inc.	14,100		452,187
Modine Manufacturing Co.	59,100		500,577
Superior Industries International, Inc.	25,700		365,454
			2,392,057
Auto/Truck Parts & Equipment - Replacement — 0.2%
ATC Technology Corp.†	36,300		759,396
Banks - Commercial — 9.9%
1st Source Corp.	41,930		679,266
Alliance Financial Corp.	2,000		54,800
Bancfirst Corp.	34,200		1,251,036
Bank of Hawaii Corp.	70,700		2,789,115
Cardinal Financial Corp.	13,400		105,860
Cathay General Bancorp	65,200		602,448
Centerstate Banks of Florida, Inc.	24,600		205,656
Central Pacific Financial Corp.	113,000		314,140
Century Bancorp, Inc., Class A	1,500		35,475
Chemical Financial Corp.	31,300		655,109
Citizens Republic Bancorp†	135,200		101,400
City Holding Co.	75,200		2,394,368
Community Bank Systems, Inc.	59,000		1,051,970
Community Trust Bancorp, Inc.	49,600		1,327,296
Cullen/Frost Bankers, Inc.	19,800		975,744
F.N.B. Corp.	201,800		1,428,744
Financial Institutions, Inc.	26,000		314,600
First BanCorp Puerto Rico	75,700		241,483
First Citizens BancShares, Inc., Class A	3,800		525,996
First Community Bancshares, Inc.	18,900		236,628
First Financial Bancorp	96,000		810,240
First Financial Bankshares, Inc.	9,000		448,560
First Merchants Corp.	9,700		68,870
First South Bancorp, Inc.	9,300		113,925
FirstMerit Corp.	172,717		3,103,724
Fulton Financial Corp.	1,099		8,067
Guaranty Bancorp†	37,400		63,580
Heartland Financial USA, Inc.	23,700		354,789
Lakeland Bancorp, Inc.	45,762		405,451
Lakeland Financial Corp.	12,100		240,669
MB Financial, Inc.	16,700		231,295
Northrim BanCorp, Inc.	1,900		28,690

Security Description	Shares	Market Value (Note 2)
Banks - Commercial (continued)
Old National Bancorp	13,800	$	146,832
Old Second Bancorp, Inc.	9,200		50,784
Pacific Capital Bancorp	42,400		103,032
Santander Bancorp†	28,000		256,200
SCBT Financial Corp.	7,760		199,044
Sierra Bancorp	7,300		93,294
Simmons First National Corp., Class A	41,900		1,180,323
Southwest Bancorp, Inc.	23,400		302,562
Suffolk Bancorp	7,000		202,650
Sun Bancorp, Inc.†	29,300		162,908
TCF Financial Corp.	171,600		2,361,216
The South Financial Group, Inc.	673,400		1,185,184
Tompkins Trustco, Inc.	15,280		667,736
UMB Financial Corp.	81,300		3,254,439
Umpqua Holdings Corp.	44,200		455,702
Washington Trust Bancorp, Inc.	28,400		495,580
Westamerica Bancorp	24,000		1,234,320
Whitney Holding Corp.	87,250		786,123
			34,306,923
Batteries/Battery Systems — 1.0%
EnerSys†	169,900		3,379,311
Beverages - Non - alcoholic — 0.2%
National Beverage Corp.†	52,100		528,294
Building & Construction Products - Misc. — 0.7%
Gibraltar Industries, Inc.	138,400		1,666,336
Interline Brands, Inc.†	14,500		242,295
NCI Building Systems, Inc.†	26,600		71,554
Trex Co., Inc.†	18,700		355,487
			2,335,672
Building & Construction - Misc. — 0.1%
Dycom Industries, Inc.†	32,800		368,016
Building Products - Air & Heating — 0.3%
Lennox International, Inc.	30,500		1,094,340
Building Products - Cement — 0.0%
US Concrete, Inc.†	69,300		107,415
Building Products - Doors & Windows — 0.2%
Quanex Building Products Corp.	39,150		527,351
Building Products - Light Fixtures — 0.2%
LSI Industries, Inc.	96,200		711,880
Building - Maintenance & Services — 0.0%
Integrated Electrical Services, Inc.†	15,200		126,768
Building - Residential/Commercial — 0.0%
Amrep Corp.†	6,500		76,505
Chemicals - Diversified — 0.3%
Innophos Holdings, Inc.	45,900		876,231
Chemicals - Plastics — 1.0%
A. Schulman, Inc.	14,600		293,314
PolyOne Corp.†	172,100		877,710
Spartech Corp.	206,700		2,385,318
			3,556,342
Chemicals - Specialty — 1.1%
H.B. Fuller Co.	141,400		2,791,236
ICO, Inc.†	28,300		116,030
Minerals Technologies, Inc.	6,500		291,460
Zep, Inc.	29,450		470,611
			3,669,337

62

VALIC Company II Small Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Circuit Boards — 0.3%
DDi Corp.†	400	$	1,624
Park Electrochemical Corp.	54,100		1,165,314
			1,166,938
Coal — 0.0%
Westmoreland Coal Co.†	6,500		55,250
Commerce — 0.0%
i2 Technologies, Inc.†	4,500		67,500
Commercial Services — 0.8%
Alliance Data Systems Corp.†	2,500		138,900
ICT Group, Inc.†	6,700		73,700
PHH Corp.†	115,500		2,455,530
			2,668,130
Commercial Services - Finance — 1.4%
Advance America Cash Advance Centers, Inc.	23,900		137,186
Coinstar, Inc.†	11,400		376,314
Deluxe Corp.	140,800		2,352,768
Dollar Financial Corp.†	95,648		1,667,145
Global Cash Access Holdings, Inc.†	15,000		108,750
Jackson Hewitt Tax Service, Inc.	53,200		297,388
			4,939,551
Communications Software — 0.1%
SolarWinds, Inc.†	11,900		222,054
Computer Aided Design — 0.8%
Aspen Technology, Inc.†	277,700		2,777,000
Computer Services — 0.4%
CIBER, Inc.†	114,600		446,940
COMSYS IT Partners, Inc.†	20,200		151,096
Unisys Corp.†	294,500		718,580
			1,316,616
Computers - Integrated Systems — 0.0%
Agilysys, Inc.	3,900		24,726
Computers - Memory Devices — 0.2%
Imation Corp.	35,900		308,740
Quantum Corp.†	1,400		1,722
Silicon Storage Technology, Inc.†	155,500		284,565
			595,027
Computers - Periphery Equipment — 0.5%
Electronics for Imaging, Inc.†	168,200		1,789,648
Consumer Products - Misc. — 3.1%
American Greetings Corp., Class A	203,300		2,823,837
Blyth, Inc.	46,600		2,120,300
Central Garden and Pet Co., Class A†	81,100		892,100
Helen of Troy, Ltd.†	83,600		1,807,432
Jarden Corp.†	30,700		747,545
Prestige Brands Holdings, Inc.†	177,600		1,316,016
Tupperware Brands Corp.	28,300		1,046,817
			10,754,047
Containers - Metal/Glass — 0.3%
Silgan Holdings, Inc.	23,300		1,132,846
Containers - Paper/Plastic — 0.9%
Rock - Tenn Co., Class A	61,900		3,174,851
Data Processing/Management — 1.3%
Acxiom Corp.†	140,700		1,283,184
CSG Systems International, Inc.†	165,500		2,494,085
Fair Isaac Corp.	28,600		637,780
			4,415,049

Security Description	Shares	Market Value (Note 2)
Distribution/Wholesale — 1.5%
BlueLinx Holdings, Inc.†	18,600	$	100,998
Houston Wire & Cable Co.	4,800		55,248
Tech Data Corp.†	40,900		1,558,290
United Stationers, Inc.†	27,900		1,274,751
WESCO International, Inc.†	94,000		2,258,820
			5,248,107
Diversified Manufacturing Operations — 2.8%
Acuity Brands, Inc.	59,000		1,894,490
GenTek, Inc.†	9,400		257,842
GP Strategies Corp.†	125		919
Koppers Holdings, Inc.	33,000		900,900
Leggett & Platt, Inc.	145,000		2,646,250
Standex International Corp.	43,100		737,441
Teleflex, Inc.	33,700		1,526,610
Tredegar Corp.	121,200		1,815,576
			9,780,028
E - Services/Consulting — 0.1%
Perficient, Inc.†	42,100		326,696
Educational Software — 0.1%
Rosetta Stone, Inc.†	10,200		224,910
Electric - Distribution — 0.0%
Florida Public Utilities Co.	2,100		26,460
Electric - Integrated — 3.5%
Avista Corp.	178,800		3,490,176
Black Hills Corp.	34,600		885,068
El Paso Electric Co.†	154,000		2,608,760
NorthWestern Corp.	146,600		3,516,934
Unisource Energy Corp.	52,600		1,538,024
			12,038,962
Electronic Components - Misc. — 0.9%
Benchmark Electronics, Inc.†	55,100		903,640
CTS Corp.	43,500		385,410
Methode Electronics, Inc.	115,400		995,902
OSI Systems, Inc.†	13,200		222,684
Stoneridge, Inc.†	24,200		128,744
Technitrol, Inc.	61,000		502,640
			3,139,020
Electronic Components - Semiconductors — 0.5%
DSP Group, Inc.†	57,200		451,880
Lattice Semiconductor Corp.†	160,000		393,600
MIPS Technologies, Inc.†	52,700		184,977
Semtech Corp.†	28,100		513,387
Zoran Corp.†	6,800		75,140
			1,618,984
Energy - Alternate Sources — 0.0%
Headwaters, Inc.†	28,500		109,440
Engineering/R&D Services — 1.1%
EMCOR Group, Inc.†	158,500		3,672,445
Enterprise Software/Service — 0.8%
MedAssets, Inc.†	18,200		406,406
MicroStrategy, Inc., Class A†	19,100		1,179,425
Open Text Corp.†	4,022		141,454
Sybase, Inc.†	25,500		888,675
			2,615,960
Entertainment Software — 0.2%
Take - Two Interactive Software, Inc.	64,200		674,100

63

VALIC Company II Small Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Finance - Auto Loans — 0.4%
AmeriCredit Corp.†	54,900	$	947,574
Credit Acceptance Corp.†	10,026		305,893
			1,253,467
Finance - Consumer Loans — 1.2%
Ocwen Financial Corp.†	71,400		738,990
World Acceptance Corp.†	132,000		3,435,960
			4,174,950
Finance - Credit Card — 0.2%
Compucredit Holdings Corp.†	156,900		685,653
Finance - Investment Banker/Broker — 1.2%
Investment Technology Group, Inc.†	44,200		1,089,088
Oppenheimer Holdings, Inc.	28,900		746,198
Piper Jaffray Cos., Inc.†	44,800		2,270,464
			4,105,750
Finance - Leasing Companies — 0.3%
Financial Federal Corp.	36,800		861,856
Financial Guarantee Insurance — 0.4%
Ambac Financial Group, Inc.	86,700		152,592
MGIC Investment Corp.†	97,900		795,927
PMI Group, Inc.	90,200		301,268
			1,249,787
Food - Canned — 0.3%
Del Monte Foods Co.	104,900		1,100,401
Food - Misc. — 0.1%
M&F Worldwide Corp.†	11,600		227,592
Food - Wholesale/Distribution — 0.4%
Nash Finch Co.	47,600		1,291,864
Footwear & Related Apparel — 0.3%
Timberland Co., Class A†	47,200		611,712
Wolverine World Wide, Inc.	15,700		391,087
			1,002,799
Funeral Services & Related Items — 0.3%
Stewart Enterprises, Inc., Class A	171,700		911,727
Gambling (Non - Hotel) — 0.1%
Isle of Capri Casinos, Inc.†	26,200		268,026
Gas - Distribution — 2.3%
National Fuel Gas Co.	4,500		201,105
New Jersey Resources Corp.	36,500		1,341,375
Nicor, Inc.	105,900		3,835,698
Piedmont Natural Gas, Inc.	22,000		528,440
Southwest Gas Corp.	77,800		1,894,430
UGI Corp.	5,900		150,509
			7,951,557
Home Furnishings — 0.2%
Furniture Brands International, Inc.†	73,800		412,542
Tempur - Pedic International, Inc.†	26,600		393,680
			806,222
Hotel/Motels — 0.2%
Wyndham Worldwide Corp.	44,300		671,145
Human Resources — 0.6%
Emergency Medical Services Corp., Class A†	9,800		444,430
Kforce, Inc.†	42,200		472,640
MPS Group, Inc.†	31,400		309,604
Spherion Corp.††	167,000		905,140
			2,131,814

Security Description	Shares	Market Value (Note 2)
Identification Systems — 0.0%
Checkpoint Systems, Inc.†	1,900	$	31,673
Industrial Automated/Robotic — 0.4%
Cognex Corp.	80,400		1,288,008
Insurance Brokers — 0.1%
Crawford & Co., Class B†	69,200		320,396
Insurance - Life/Health — 2.3%
American Equity Investment Life Holding Co.	344,900		2,783,343
Conseco, Inc.†	213,200		914,628
Delphi Financial Group, Inc., Class A	112,750		2,634,967
FBL Financial Group, Inc., Class A	12,000		204,000
StanCorp Financial Group, Inc.	33,300		1,260,405
			7,797,343
Insurance - Multi - line — 0.6%
Horace Mann Educators Corp.	171,100		2,095,975
Insurance - Property/Casualty — 2.1%
Arch Capital Group, Ltd.†	17,400		1,130,478
First Mercury Financial Corp.	18,300		265,167
Harleysville Group, Inc.	87,300		2,829,393
Meadowbrook Insurance Group, Inc.	52,600		419,222
PMA Capital Corp., Class A†	42,000		231,420
ProAssurance Corp.†	30,000		1,575,000
Selective Insurance Group, Inc.	49,700		845,894
			7,296,574
Insurance - Reinsurance — 1.3%
Aspen Insurance Holdings, Ltd.	14,000		355,600
Axis Capital Holdings, Ltd.	33,500		1,021,080
Platinum Underwriters Holdings, Ltd.	86,500		3,135,625
			4,512,305
Internet Application Software — 0.0%
S1 Corp.†	24,200		152,218
Internet Infrastructure Equipment — 0.2%
Avocent Corp.†	45,200		737,664
Internet Infrastructure Software — 0.4%
TIBCO Software, Inc.†	145,200		1,287,924
Investment Companies — 0.1%
PennyMac Mortgage Investment Trust†	15,700		310,075
Investment Management/Advisor Services — 0.7%
Affiliated Managers Group, Inc.†	20,500		1,339,265
Federated Investors, Inc., Class B	16,200		425,250
Janus Capital Group, Inc.	34,900		443,928
Pzena Investment Management, Inc., Class A	19,900		136,514
			2,344,957
Lasers - System/Components — 0.7%
Coherent, Inc.†	101,500		2,269,540
Newport Corp.†	3,500		24,815
			2,294,355
Leisure Products — 0.1%
Brunswick Corp.	27,500		255,475
Linen Supply & Related Items — 0.1%
G&K Services, Inc., Class A	18,600		437,100
Machinery - Farming — 0.6%
AGCO Corp.†	66,300		2,071,212

64

VALIC Company II Small Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Machinery - General Industrial — 0.9%
Applied Industrial Technologies, Inc.	81,400	$	1,679,282
Wabtec Corp.	41,500		1,554,175
			3,233,457
Machinery - Material Handling — 0.3%
NACCO Industries, Inc., Class A	17,700		1,035,450
Machinery - Pumps — 0.0%
Tecumseh Products Co., Class A†	12,400		112,220
Medical Imaging Systems — 0.2%
Vital Images, Inc.†	57,200		727,012
Medical Information Systems — 0.0%
Medidata Solutions, Inc.†	8,700		137,982
Medical Products — 0.6%
Cantel Medical Corp.†	9,100		122,304
Invacare Corp.	97,000		2,101,020
			2,223,324
Medical - Biomedical/Gene — 0.5%
Arena Pharmaceuticals, Inc.†	39,300		182,745
ARIAD Pharmaceuticals, Inc.†	82,900		181,551
Arqule, Inc.†	38,100		206,502
Halozyme Therapeutics, Inc.†	18,700		139,128
Harvard Bioscience, Inc.†	37,600		127,088
Incyte Corp.†	42,500		280,075
InterMune, Inc.†	7,200		109,296
Protalix BioTherapeutics, Inc.†	37,200		238,080
Seattle Genetics, Inc.†	21,300		260,925
			1,725,390
Medical - Drugs — 0.6%
Auxilium Pharmaceuticals, Inc.†	7,050		202,969
Cumberland Pharmaceuticals, Inc.†	31,000		518,940
Pharmasset, Inc.†	24,500		452,270
PharMerica Corp.†	25,600		513,280
Rigel Pharmaceuticals, Inc.†	36,200		255,210
Valeant Pharmaceuticals International†	5,700		147,573
XenoPort, Inc.†	7,000		127,610
			2,217,852
Medical - Generic Drugs — 0.3%
Perrigo Co.	29,100		859,032
Medical - HMO — 0.7%
Magellan Health Services, Inc.†	78,700		2,525,483
Medical - Outpatient/Home Medical — 0.5%
Gentiva Health Services, Inc.†	73,300		1,616,265
Metal Processors & Fabrication — 1.2%
Ampco - Pittsburgh Corp.	28,900		690,132
CIRCOR International, Inc.	9,600		247,776
Mueller Industries, Inc.	13,600		328,984
Worthington Industries, Inc.	205,600		2,707,752
			3,974,644
Metal - Iron — 0.1%
Globe Specialty Metals, Inc.†	32,100		262,899
Multilevel Direct Selling — 0.1%
Nu Skin Enterprises, Inc., Class A	27,400		472,650
Multimedia — 0.1%
Journal Communications, Inc., Class A	125,300		463,610

Security Description	Shares	Market Value (Note 2)
Networking Products — 0.8%
3Com Corp.†	318,200	$	1,384,170
Black Box Corp.	55,800		1,397,232
LogMeIn, Inc.†	7,600		123,880
			2,905,282
Office Furnishings - Original — 0.7%
HNI Corp.	61,000		1,310,280
Knoll, Inc.	28,300		272,529
Steelcase, Inc., Class A	131,000		818,750
			2,401,559
Office Supplies & Forms — 0.3%
ACCO Brands Corp.†	99,800		558,880
The Standard Register Co.	78,800		340,416
			899,296
Oil & Gas Drilling — 0.9%
Hercules Offshore, Inc.†	678,100		3,119,260
Oil Companies - Exploration & Production — 1.4%
Brigham Exploration Co.†	6,400		41,920
Delta Petroleum Corp.†	14,700		26,460
Endeavour International Corp.†	188,600		209,346
Gulfport Energy Corp.†	2,800		21,000
Mariner Energy, Inc.†	37,591		455,979
PrimeEnergy Corp.†	600		16,428
Stone Energy Corp.†	85,900		1,096,084
Swift Energy Co.†	25,900		527,583
Vaalco Energy, Inc.	238,200		1,124,304
W&T Offshore, Inc.	143,100		1,413,828
			4,932,932
Oil Field Machinery & Equipment — 0.1%
Complete Production Services, Inc.†	19,600		176,400
Oil - Field Services — 1.6%
Cal Dive International, Inc.†	103,200		1,076,376
Helix Energy Solutions Group, Inc.†	71,600		837,720
Key Energy Services, Inc.†	517,800		3,702,270
			5,616,366
Paper & Related Products — 0.7%
Buckeye Technologies, Inc.†	167,600		1,689,408
Neenah Paper, Inc.	58,900		668,515
			2,357,923
Pharmacy Services — 0.5%
Omnicare, Inc.	76,600		1,753,374
Pipelines — 0.1%
ONEOK, Inc.	7,900		267,652
Platinum — 0.1%
Stillwater Mining Co.†	53,600		343,576
Printing - Commercial — 0.2%
Valassis Communications, Inc.†	51,000		800,700
Publishing - Books — 0.1%
John Wiley & Sons, Inc., Class A	15,500		497,085
Radio — 0.1%
Cumulus Media, Inc., Class A†	111,500		154,985
Entercom Communications Corp., Class A†	56,200		274,818
			429,803

65

VALIC Company II Small Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Real Estate Investment Trusts — 9.6%
Anworth Mortgage Asset Corp.	255,800	$	1,915,942
Apartment Investment & Management Co., Class A	101,603		1,236,508
Ashford Hospitality Trust, Inc.	122,100		376,068
Brandywine Realty Trust	19,146		203,139
CBL & Associates Properties, Inc.	90,100		844,237
Cypress Sharpridge Investments, Inc.†	25,400		355,600
DCT Industrial Trust, Inc.	265,300		1,400,784
Developers Diversified Realty Corp.	165,900		1,300,656
DiamondRock Hospitality Co.†	125,100		856,935
Dupont Fabros Technology, Inc.	22,300		291,684
Education Realty Trust, Inc.	110,200		644,670
Home Properties, Inc.	45,800		1,739,026
Hospitality Properties Trust	81,000		1,475,820
Invesco Mortgage Capital, Inc.†	8,100		162,891
LaSalle Hotel Properties	41,400		685,170
Lexington Realty Trust	356,157		1,659,692
LTC Properties, Inc.	104,000		2,648,880
MFA Mtg. Investments, Inc.	380,200		3,011,184
Mission West Properties, Inc.	95,500		658,950
Pennsylvania Real Estate Investment Trust	6,000		39,780
PS Business Parks, Inc.	68,400		3,620,412
Ramco - Gershenson Properties Trust	104,200		1,096,184
Senior Housing Properties Trust	109,800		2,202,588
Strategic Hotels & Resorts, Inc.	44,100		60,417
Sunstone Hotel Investors, Inc.	224,072		1,402,691
Taubman Centers, Inc.	52,000		1,646,840
Universal Health Realty Income Trust	44,200		1,484,678
			33,021,426
Real Estate Operations & Development — 0.1%
Government Properties Income Trust†	11,100		236,763
Recycling — 0.2%
Metalico, Inc.†	166,900		677,614
Rental Auto/Equipment — 0.2%
Electro Rent Corp.	17,800		181,382
Rent - A - Center, Inc.†	28,900		570,197
			751,579
Research & Development — 0.1%
Kendle International, Inc.†	33,900		445,446
Retail - Apparel/Shoe — 1.9%
Cache, Inc.†	66,900		349,887
Cato Corp., Class A	29,600		505,568
Charlotte Russe Holding, Inc.†	99,900		1,737,261
Charming Shoppes, Inc.†	297,200		1,557,328
Pacific Sunwear of California, Inc.†	191,800		847,756
The Children’s Place Retail Stores, Inc.†	26,800		812,844
The Finish Line, Inc., Class A	106,100		875,325
			6,685,969
Retail - Automobile — 0.4%
Sonic Automotive, Inc.	102,000		1,307,640
Retail - Bookstores — 0.5%
Barnes & Noble, Inc.	49,800		1,030,362
Borders Group, Inc.†	166,000		526,220
			1,556,582
Retail - Convenience Store — 0.1%
The Pantry, Inc.†	23,100		349,965

Security Description	Shares	Market Value (Note 2)
Retail - Discount — 0.4%
Big Lots, Inc.†	23,700	$	602,454
Fred’s, Inc.	48,000		627,840
			1,230,294
Retail - Hair Salons — 0.3%
Regis Corp.	59,300		959,474
Retail - Home Furnishings — 0.2%
Haverty Furniture Cos., Inc.†	57,500		671,025
Retail - Jewelry — 0.1%
Signet Jewelers, Ltd.	14,500		351,335
Retail - Leisure Products — 0.2%
MarineMax, Inc.†	111,800		788,190
Retail - Perfume & Cosmetics — 0.2%
Sally Beauty Holdings, Inc.†	93,700		666,207
Retail - Regional Department Stores — 0.2%
Dillard’s, Inc., Class A	72,300		824,943
Retail - Restaurants — 0.7%
Denny’s Corp.†	270,700		690,285
O’Charley’s, Inc.	117,300		897,345
Ruby Tuesday, Inc.†	84,000		613,200
Ruth’s Chris Steak House, Inc.†	90,100		356,796
			2,557,626
Retail - Toy Stores — 0.1%
Build - A - Bear Workshop, Inc.†	67,700		316,159
Retirement/Aged Care — 0.1%
Brookdale Senior Living, Inc.	25,300		402,017
Rubber/Plastic Products — 0.2%
Myers Industries, Inc.	72,900		747,225
Satellite Telecom — 0.2%
DigitalGlobe, Inc.†	40,000		802,400
Savings & Loans/Thrifts — 0.6%
Astoria Financial Corp.	81,500		839,450
First Financial Holdings, Inc.	10,600		190,164
First Niagara Financial Group, Inc.	61,400		803,112
Waterstone Financial, Inc.†	11,300		54,240
WSFS Financial Corp.	9,900		274,428
			2,161,394
Schools — 0.1%
Bridgepoint Education, Inc.†	21,800		400,466
Seismic Data Collection — 0.0%
T.G.C. Industries, Inc.†	28,700		110,782
Semiconductor Components - Integrated Circuits — 0.8%
Cirrus Logic, Inc.†	354,500		1,758,320
Emulex Corp.†	60,500		586,245
Integrated Device Technology, Inc.†	75,500		515,665
			2,860,230
Semiconductor Equipment — 0.6%
Brooks Automation, Inc.†	71,800		466,700
Cohu, Inc.	29,900		354,913
Novellus Systems, Inc.†	60,600		1,161,096
Rudolph Technologies, Inc.†	20,200		129,684
			2,112,393

66

VALIC Company II Small Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Software Tools — 0.0%
Emdeon, Inc. Class A†	9,100	$	158,704
Steel Pipe & Tube — 0.2%
Mueller Water Products, Inc., Class A	152,400		701,040
Telecom Services — 0.2%
Consolidated Communications Holdings, Inc.	17,485		246,538
RCN Corp.†	62,800		588,436
			834,974
Telecommunication Equipment — 0.8%
Arris Group, Inc.†	100,800		1,336,608
CommScope, Inc.†	48,900		1,318,344
			2,654,952
Telephone - Integrated — 0.7%
CenturyTel, Inc.	36,000		1,160,280
Frontier Communications Corp.	171,756		1,221,185
			2,381,465
Television — 0.3%
Belo Corp., Class A	102,000		340,680
Sinclair Broadcast Group, Inc., Class A	270,900		766,647
			1,107,327
Theaters — 0.0%
Carmike Cinemas, Inc.†	7,000		70,980
Therapeutics — 0.2%
Cypress Bioscience, Inc.†	20,800		144,768
Nabi Biopharmaceuticals†	28,700		87,535
Onyx Pharmaceuticals, Inc.†	10,300		330,321
			562,624
Toys — 0.7%
Hasbro, Inc.	60,800		1,726,112
Jakks Pacific, Inc.†	50,400		675,360
			2,401,472
Transport - Air Freight — 0.1%
Atlas Air Worldwide Holdings, Inc.†	15,400		384,076
Transport - Marine — 1.0%
Frontline, Ltd.	12,700		282,829
General Maritime Corp.	42,626		338,877
Horizon Lines, Inc., Class A	257,800		1,397,276
International Shipholding Corp.	30,000		899,400
Overseas Shipholding Group, Inc.	12,900		456,273
			3,374,655
Transport - Services — 0.2%
Pacer International, Inc.	136,300		564,282

Security Description	Shares/ Principal Amount			Market Value (Note 2)
Transport - Truck — 0.9%
Arkansas Best Corp.		29,700		$	947,430
Celadon Group, Inc.†		25,900			253,561
Heartland Express, Inc.		20,700			293,112
Saia, Inc.†		43,100			762,870
Werner Enterprises, Inc.		39,200			685,216
					2,942,189
Water — 0.2%
American Water Works Co.		11,200			225,120
California Water Service Group		16,600			617,852
					842,972
Web Hosting/Design — 0.2%
Web.Com Group, Inc.†		93,900			512,694
Web Portals/ISP — 0.1%
United Online, Inc.		68,800			481,600
Wire & Cable Products — 0.1%
Insteel Industries, Inc.		18,000			205,560
Wireless Equipment — 0.1%
InterDigital, Inc.†		8,400			176,064
Total Common Stock
(cost $364,514,823)					334,262,914
U.S. GOVERNMENT TREASURIES — 0.5%
United States Treasury Notes — 0.5%
3.13% due 11/30/09(1) (cost $1,539,201)	$	1,505,000			1,515,758
Total Long-Term Investment Securities
(cost $366,054,024)					335,778,672
REPURCHASE AGREEMENT — 2.8%
Agreement with State Street Bank & Trust Co., bearing interest at 0.01%, dated 08/31/09, to be repurchased 09/01/09 in the amount of $9,715,000 and collateralized by $10,015,000 of United States Treasury Bills, bearing interest at 0.15% due 12/31/09 and having approximate value of $10,008,991 (cost $9,715,000)		9,715,000			9,715,000
TOTAL INVESTMENTS
(cost $375,769,024)(2)		100.0	%		345,493,672
Other assets less liabilities		0.0			57,732
NET ASSETS —		100.0	%	$	345,551,404

† 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.

Open Futures Contracts
Number of Contracts	Type	Description	Expiration Month	Market Value at Trade Date		Market Value as of August 31, 2009		Unrealized Appreciation (Depreciation)
186	Long	Russell 2000 Mini Index	September 2009	$	9,843,631	$	10,633,620	$	789,989

67

VALIC Company II Small Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

The following is a summary of the inputs used to value the Fund’s net assets as of August 31, 2009 (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	$	34,306,923	$	–	$	–	$	34,306,923
Real Estate Investment Trust		33,021,426		–		–		33,021,426
Other Industries*		266,934,565		–		–		266,934,565
U.S. Government Treasuries		1,515,758		–		–		1,515,758
Repurchase Agreement		–		9,715,000		–		9,715,000
Other Financial Instruments:†
Futures Contracts — Appreciation		789,989		–		–		789,989
Total	$	336,568,661	$	9,715,000	$	–	$	346,283,661

* 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

68

VALIC Company II Socially Responsible Fund

PORTFOLIO PROFILE — August 31, 2009 (Unaudited)

Industry Allocation*

Medical — Drugs	7.0	%
Diversified Banking Institutions	5.9
Computers	4.9
Oil Companies — Exploration & Production	4.6
Commercial Paper	3.7
Applications Software	3.2
Multimedia	2.9
Wireless Equipment	2.4
Medical — Biomedical/Gene	2.4
Retail — Drug Store	2.3
Networking Products	2.3
Industrial Gases	2.2
Medical Instruments	2.2
Beverages — Non-alcoholic	2.2
Oil — Field Services	2.0
Enterprise Software/Service	2.0
Food — Misc.	1.9
Web Portals/ISP	1.9
Telephone — Integrated	1.8
Retail — Discount	1.8
Retail — Restaurants	1.8
Pipelines	1.8
Banks — Super Regional	1.8
Electric — Integrated	1.7
Commercial Services — Finance	1.7
Consumer Products — Misc.	1.6
Cosmetics & Toiletries	1.5
Diversified Manufacturing Operations	1.4
Insurance — Property/Casualty	1.4
Oil Companies — Integrated	1.4
Banks — Fiduciary	1.4
Transport — Rail	1.2
Medical — HMO	1.2
Insurance — Multi-line	1.1
Machinery — Construction & Mining	0.9
Metal Processors & Fabrication	0.9
Real Estate Investment Trusts	0.9
Retail — Building Products	0.8
Semiconductor Equipment	0.8
Finance — Credit Card	0.8
Athletic Footwear	0.7
Insurance — Life/Health	0.7
Machinery — Farming	0.6
Repurchase Agreements	0.6
Food — Wholesale/Distribution	0.6
Medical Products	0.6
U.S. Government Treasuries	0.5
Auto — Heavy Duty Trucks	0.5
Computers — Memory Devices	0.5
Telecom Equipment — Fiber Optics	0.5
Pharmacy Services	0.5
Metal — Copper	0.4
Investment Management/Advisor Services	0.4
Finance — Other Services	0.4
Gas — Distribution	0.4
Food — Retail	0.4
Finance — Investment Banker/Broker	0.3
Agricultural Operations	0.3
Insurance Brokers	0.3
Cable/Satellite TV	0.3
Transport — Services	0.3
Computer Services	0.3
Chemicals — Specialty	0.3
E-Commerce/Services	0.3
Electric — Generation	0.3
Electronic Components — Semiconductors	0.3
E-Commerce/Products	0.2
Engineering/R&D Services	0.2
Banks — Commercial	0.2

Engines — Internal Combustion	0.2
Containers — Metal/Glass	0.2
Retail — Regional Department Stores	0.2
Oil Field Machinery & Equipment	0.2
Agricultural Chemicals	0.2
Oil & Gas Drilling	0.2
Independent Power Producers	0.1
Medical — Wholesale Drug Distribution	0.1
Airlines	0.1
Distribution/Wholesale	0.1
Medical — Generic Drugs	0.1
Retail — Consumer Electronics	0.1
Retail — Office Supplies	0.1
Coatings/Paint	0.1
Advertising Agencies	0.1
Retail — Major Department Stores	0.1
Quarrying	0.1
Retail — Apparel/Shoe	0.1
	100.0	%

* Calculated as a percentage of net assets

69

VALIC Company II Socially Responsible Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009

Security Description	Shares	Market Value (Note 2)
COMMON STOCK — 95.2%
Advertising Agencies — 0.1%
Omnicom Group, Inc.	15,623	$	567,427
Agricultural Chemicals — 0.2%
The Mosaic Co.	21,187		1,026,934
Agricultural Operations — 0.3%
Archer - Daniels - Midland Co.	80,182		2,311,647
Airlines — 0.1%
Southwest Airlines Co.	109,097		892,413
Applications Software — 3.2%
Microsoft Corp.	846,055		20,855,256
Athletic Footwear — 0.7%
NIKE, Inc., Class B	85,950		4,760,770
Auto - Heavy Duty Trucks — 0.5%
PACCAR, Inc.	93,178		3,370,248
Banks - Commercial — 0.2%
BB&T Corp.	41,107		1,148,530
Regions Financial Corp.	61,886		362,652
			1,511,182
Banks - Fiduciary — 1.4%
State Street Corp.	60,350		3,167,168
The Bank of New York Mellon Corp.	193,211		5,720,978
			8,888,146
Banks - Super Regional — 1.8%
Capital One Financial Corp.	50,968		1,900,597
PNC Financial Services Group, Inc.	47,682		2,030,776
SunTrust Banks, Inc.	49,269		1,151,417
US Bancorp	293,950		6,649,149
			11,731,939
Beverages - Non - alcoholic — 2.2%
The Coca - Cola Co.	291,455		14,214,260
Cable/Satellite TV — 0.3%
The DIRECTV Group, Inc.†	85,796		2,124,309
Chemicals - Specialty — 0.3%
Ecolab, Inc.	46,285		1,957,393
Coatings/Paint — 0.1%
The Sherwin — Williams Co.	9,810		590,562
Commercial Services - Finance — 1.7%
Automatic Data Processing, Inc.	148,160		5,681,936
Mastercard, Inc., Class A	8,640		1,750,723
Paychex, Inc.	25,968		734,635
The Western Union Co.	67,173		1,211,801
Visa, Inc., Class A	23,219		1,650,871
			11,029,966
Computer Services — 0.3%
Accenture, Ltd., Class A	60,562		1,998,546
Computers — 4.9%
Apple, Inc.†	83,477		14,041,666
Dell, Inc.†	188,070		2,977,148
Hewlett - Packard Co.	340,433		15,282,038
			32,300,852
Computers - Memory Devices — 0.5%
EMC Corp.†	196,488		3,124,159
Seagate Technology(1)(2)(3)	510		0
			3,124,159

Security Description	Shares	Market Value (Note 2)
Consumer Products - Misc. — 1.6%
Clorox Co.	16,554	$	978,176
Kimberly - Clark Corp.	153,402		9,274,685
			10,252,861
Containers - Metal/Glass — 0.2%
Ball Corp.	15,133		733,345
Owens - Illinois, Inc.†	14,999		509,066
			1,242,411
Cosmetics & Toiletries — 1.5%
Colgate - Palmolive Co.	137,897		10,025,112
Distribution/Wholesale — 0.1%
Genuine Parts Co.	9,600		355,584
WW Grainger, Inc.	5,952		520,621
			876,205
Diversified Banking Institutions — 5.9%
Bank of America Corp.(4)	756,088		13,299,588
Citigroup, Inc.(4)	1,193,929		5,969,645
JPMorgan Chase & Co.	446,396		19,400,370
			38,669,603
Diversified Manufacturing Operations — 1.4%
Cooper Industries, Ltd., Class A	63,329		2,042,360
Danaher Corp.	123,481		7,496,532
			9,538,892
E - Commerce/Products — 0.2%
Amazon.com, Inc.†	20,397		1,656,032
E - Commerce/Services — 0.3%
eBay, Inc.†	85,055		1,883,118
Electric - Generation — 0.3%
The AES Corp.†	131,997		1,804,399
Electric - Integrated — 1.7%
Allegheny Energy, Inc.	95,467		2,521,283
Northeast Utilities	118,838		2,827,156
NSTAR	50,039		1,583,234
Pepco Holdings, Inc.	241,059		3,454,376
TECO Energy, Inc.	52,375		697,635
			11,083,684
Electronic Components - Semiconductors — 0.3%
Broadcom Corp., Class A†	62,501		1,778,153
Engineering/R&D Services — 0.2%
Fluor Corp.	22,195		1,174,115
Jacobs Engineering Group, Inc.†	9,213		405,188
			1,579,303
Engines - Internal Combustion — 0.2%
Cummins, Inc.	28,112		1,274,036
Enterprise Software/Service — 2.0%
Oracle Corp.	600,945		13,142,667
Finance - Credit Card — 0.8%
American Express Co.	149,746		5,064,410
Finance - Investment Banker/Broker — 0.3%
The Charles Schwab Corp.	128,184		2,315,003
Finance - Other Services — 0.4%
CME Group, Inc.	6,527		1,899,618
NYSE Euronext	22,496		637,537
			2,537,155

70

VALIC Company II Socially Responsible Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Food - Misc. — 1.9%
General Mills, Inc.	94,281	$	5,631,404
H.J. Heinz Co.	65,224		2,511,124
Kellogg Co.	84,163		3,963,236
Sara Lee Corp.	57,519		557,359
			12,663,123
Food - Retail — 0.4%
Safeway, Inc.	124,828		2,377,973
Food - Wholesale/Distribution — 0.6%
Sysco Corp.	144,176		3,675,046
Gas - Distribution — 0.4%
CenterPoint Energy, Inc.	200,970		2,492,028
Independent Power Producers — 0.1%
Dynegy, Inc., Class A†	184,193		349,966
Mirant Corp.†	38,095		641,901
			991,867
Industrial Gases — 2.2%
Air Products & Chemicals, Inc.	76,145		5,713,159
Praxair, Inc.	114,876		8,801,799
			14,514,958
Insurance Brokers — 0.3%
Marsh & McLennan Cos., Inc.	96,903		2,281,097
Insurance - Life/Health — 0.7%
Aflac, Inc.	50,772		2,062,359
Prudential Financial, Inc.	52,395		2,650,139
			4,712,498
Insurance - Multi - line — 1.1%
Loews Corp.	50,413		1,721,604
MetLife, Inc.	103,635		3,913,258
The Allstate Corp.	65,583		1,927,484
			7,562,346
Insurance - Property/Casualty — 1.4%
Chubb Corp.	51,099		2,523,779
The Travelers Cos., Inc.	138,033		6,959,624
			9,483,403
Investment Management/Advisor Services — 0.4%
Franklin Resources, Inc.	23,480		2,191,388
T. Rowe Price Group, Inc.	8,271		374,842
			2,566,230
Machinery - Construction & Mining — 0.9%
Caterpillar, Inc.	134,930		6,113,678
Machinery - Farming — 0.6%
Deere & Co.	87,438		3,812,297
Medical Instruments — 2.2%
Boston Scientific Corp.†	197,709		2,323,081
Medtronic, Inc.	282,571		10,822,469
St. Jude Medical, Inc.†	31,422		1,211,004
			14,356,554
Medical Products — 0.6%
Stryker Corp.	74,686		3,096,481
Zimmer Holdings, Inc.†	12,068		571,420
			3,667,901
Medical - Biomedical/Gene — 2.4%
Amgen, Inc.†	154,645		9,238,492
Celgene Corp.†	21,422		1,117,586

Security Description	Shares	Market Value (Note 2)
Medical - Biomedical/Gene (continued)
Gilead Sciences, Inc.†	114,934	$	5,178,926
			15,535,004
Medical - Drugs — 7.0%
Abbott Laboratories	274,504		12,415,816
Allergan, Inc.	20,429		1,142,390
Bristol - Myers Squibb Co.	389,596		8,621,759
Eli Lilly & Co.	246,574		8,250,366
Merck & Co., Inc.	327,040		10,605,907
Schering - Plough Corp.	170,103		4,793,503
			45,829,741
Medical - Generic Drugs — 0.1%
Teva Pharmaceutical Industries, Ltd. ADR	14,219		732,279
Medical - HMO — 1.2%
Aetna, Inc.	22,075		629,137
UnitedHealth Group, Inc.	149,296		4,180,288
WellPoint, Inc.†	61,601		3,255,613
			8,065,038
Medical - Wholesale Drug Distribution — 0.1%
Cardinal Health, Inc.	28,425		982,937
Metal Processors & Fabrication — 0.9%
Precision Castparts Corp.	65,752		6,001,843
Metal - Copper — 0.4%
Southern Copper Corp.	100,246		2,832,952
Multimedia — 2.9%
News Corp., Class A	300,821		3,224,801
The Walt Disney Co.	302,101		7,866,710
Time Warner, Inc.	229,663		6,409,894
Viacom, Inc., Class B†	66,587		1,667,339
			19,168,744
Networking Products — 2.3%
Cisco Systems, Inc.†	704,983		15,227,633
Oil & Gas Drilling — 0.2%
Transocean, Ltd.†	13,388		1,015,346
Oil Companies - Exploration & Production — 4.6%
Apache Corp.	108,449		9,212,743
Chesapeake Energy Corp.	127,704		2,916,759
Devon Energy Corp.	148,826		9,134,940
EOG Resources, Inc.	69,657		5,015,304
Noble Energy, Inc.	28,893		1,746,871
Questar Corp.	15,595		526,487
Southwestern Energy Co.†	36,080		1,329,909
			29,883,013
Oil Companies - Integrated — 1.4%
Hess Corp.	101,414		5,130,534
Murphy Oil Corp.	67,751		3,861,807
			8,992,341
Oil Field Machinery & Equipment — 0.2%
National - Oilwell Varco, Inc.†	30,190		1,097,407
Oil - Field Services — 2.0%
Halliburton Co.	114,976		2,726,081
Schlumberger, Ltd.	187,727		10,550,257
			13,276,338
Pharmacy Services — 0.5%
Express Scripts, Inc.†	6,001		433,392
Medco Health Solutions, Inc.†	46,073		2,544,151
			2,977,543

71

VALIC Company II Socially Responsible Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Shares	Market Value (Note 2)
COMMON STOCK (continued)
Pipelines — 1.8%
El Paso Corp.	140,825	$	1,299,815
Spectra Energy Corp.	362,008		6,812,991
The Williams Cos., Inc.	225,887		3,713,582
			11,826,388
Quarrying — 0.1%
Vulcan Materials Co.	8,669		433,797
Real Estate Investment Trusts — 0.9%
Annaly Capital Management, Inc.	53,734		931,748
Equity Residential	29,459		804,525
Public Storage	6,920		488,206
Simon Property Group, Inc.	35,732		2,273,270
Vornado Realty Trust	22,576		1,298,571
			5,796,320
Retail - Apparel/Shoe — 0.1%
The Gap, Inc.	18,138		356,412
Retail - Building Products — 0.8%
Lowe’s Cos., Inc.	238,690		5,131,835
Retail - Consumer Electronics — 0.1%
Best Buy Co., Inc.	20,014		726,108
Retail - Discount — 1.8%
Costco Wholesale Corp.	80,745		4,116,380
Target Corp.	164,781		7,744,707
			11,861,087
Retail - Drug Store — 2.3%
CVS Caremark Corp.	253,093		9,496,049
Walgreen Co.	175,309		5,939,469
			15,435,518
Retail - Major Department Stores — 0.1%
TJX Cos., Inc.	14,517		521,886
Retail - Office Supplies — 0.1%
Staples, Inc.	30,156		651,671
Retail - Regional Department Stores — 0.2%
Kohl’s Corp.†	23,415		1,207,980
Retail - Restaurants — 1.8%
McDonald’s Corp.	210,745		11,852,299
Semiconductor Equipment — 0.8%
Applied Materials, Inc.	386,432		5,093,174
Telecom Equipment - Fiber Optics — 0.5%
Corning, Inc.	201,978		3,045,828
Telephone - Integrated — 1.8%
CenturyTel, Inc.	244,108		7,867,601
Qwest Communications International, Inc.	313,495		1,125,447
Sprint Nextel Corp.†	509,687		1,865,454
Windstream Corp.	135,277		1,159,324
			12,017,826
Transport - Rail — 1.2%
CSX Corp.	66,351		2,819,917
Norfolk Southern Corp.	117,657		5,396,927
			8,216,844

Security Description	Shares/ Principal Amount			Market Value (Note 2)
Transport - Services — 0.3%
C.H. Robinson Worldwide, Inc.		25,996		$	1,462,535
Expeditors International of Washington, Inc.		17,190			561,425
					2,023,960
Web Portals/ISP — 1.9%
Google, Inc., Class A†		24,164			11,155,794
Yahoo!, Inc.†		73,368			1,071,906
					12,227,700
Wireless Equipment — 2.4%
American Tower Corp., Class A†		91,176			2,885,721
QUALCOMM, Inc.		275,686			12,797,344
					15,683,065
Total Long-Term Investment Securities
(cost $619,388,652)					624,977,909
SHORT-TERM INVESTMENT SECURITIES — 4.2%
Commercial Paper — 3.7%
Erste Finance LLC
0.18% due 09/01/09	$	24,000,000			24,000,000
U.S. Government Treasuries — 0.5%
United States Treasury Bills
0.12% due 09/03/09(4)		1,300,000			1,299,992
0.16% due 10/08/09(4)		2,200,000			2,199,638
					3,499,630
Total Short-Term Investment Securities
(cost $27,499,630)					27,499,630
REPURCHASE AGREEMENT — 0.6%
Agreement with State Street Bank & Trust Co., bearing interest at 0.01%, dated 08/31/09, to be repurchased 09/01/09 in the amount of $3,730,001 and collateralized by $3,845,000 of United States Treasury Bills, bearing interest at 0.15% due 12/31/09 and having approximate value of $3,842,693 (cost $3,730,000)		3,730,000			3,730,000
TOTAL INVESTMENTS
(cost $650,618,282)(5)		100.0	%		656,207,539
Liabilities in excess of other assets		0.0			(75,355	)
NET ASSETS —		100.0	%	$	656,132,184

72

VALIC Company II Socially Responsible Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

† Non-income producing security

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

(2) Illiquid security. At August 31, 2009, the aggregate value of these securities was $0 representing 0.0% of net assets.

(3) 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 contactual 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 a 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 August 31, 2009, the Socially Responsible Fund held the following restricted securities:

Name	Acquisition Date	Shares	Acquisition Cost		Market Value		Market Value Per Share		% of Net Assets
Seagate Technology Common Stock	11/22/2000	510	$	0.00	$	0.00	$	0.00	0.00	%

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

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

ADR—American Depository Receipt

Open Futures Contracts
Number of Contracts	Type	Description	Expiration Month	Market Value at Trade Date		Market Value as of August 31, 2009		Unrealized Appreciation (Depreciation)
123	Long	S&P 500 Index	Sept 2009	$	28,259,012	$	31,355,775	$	3,096,763

The following is a summary of the inputs used to value the Portfolio’s net assets as of August 31, 2009 (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:
Diversified Banking Institutions	$	38,669,603	$	–	$	–	$	38,669,603
Medical — Drugs		45,829,741		–		–		45,829,741
Other Industries*		540,478,565		–		0		540,478,565
Short-Term Investment Securities:
Commercial Paper		–		24,000,000		–		24,000,000
U.S. Government Treasuries		–		3,499,630		–		3,499,630
Repurchase Agreement		–		3,730,000		–		3,730,000
Other Financial Instruments:#
Futures Contracts — Appreciation		3,096,763		–		–		3,096,763
Total	$	628,074,672	$	31,229,630	$	0	$	659,304,302

* 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 - Other Industries
Balance as of 8/31/2008	$	0
Accrued discounts/premiums		–
Realized gain (loss)		–
Change in unrealized appreciation (depreciation)		–
Net purchases (sales)		–
Transfers in and/or out of Level 3		–
Balance as of 8/31/2009	$	0

See Notes to Financial Statements

73

VALIC Company II Strategic Bond Fund

PORTFOLIO PROFILE — August 31, 2009 (Unaudited)

Industry Allocation*

Sovereign	24.2	%
Repurchase Agreements	9.1
Federal Home Loan Mtg. Corp.	6.4
Federal National Mtg. Assoc.	4.8
United States Treasury Notes	4.3
Oil Companies — Exploration & Production	3.1
Diversified Banking Institutions	2.5
Cable/Satellite TV	2.3
Telephone — Integrated	2.2
Diversified Financial Services	2.0
Electric — Integrated	1.9
Medical — Hospitals	1.7
Telecom Services	1.5
Pipelines	1.5
Finance — Auto Loans	1.2
Banks — Commercial	1.1
Special Purpose Entities	1.1
Cellular Telecom	1.0
Electric — Generation	0.9
Airlines	0.9
United States Treasury Bonds	0.9
Paper & Related Products	0.7
Satellite Telecom	0.7
Casino Hotels	0.7
Medical — Drugs	0.6
Chemicals — Diversified	0.6
Oil Companies — Integrated	0.6
Chemicals — Specialty	0.5
Government National Mtg. Assoc.	0.5
Independent Power Producers	0.5
Steel — Producers	0.5
Medical Products	0.5
Medical — HMO	0.5
Oil — Field Services	0.5
Auto/Truck Parts & Equipment — Original	0.4
Food — Meat Products	0.4
Transport — Rail	0.4
Finance — Investment Banker/Broker	0.4
Computer Services	0.4
Transport — Air Freight	0.4
Containers — Metal/Glass	0.4
Diversified Minerals	0.3
Electronic Components — Semiconductors	0.3
Diversified Manufacturing Operations	0.3
Banks — Super Regional	0.3
Insurance — Multi-line	0.3
Retail — Regional Department Stores	0.3
Casino Services	0.3
Metal — Copper	0.3
Insurance Brokers	0.3
Decision Support Software	0.3
Rubber — Tires	0.3
Advertising Services	0.3
Theaters	0.3
Gambling (Non — Hotel)	0.3
Metal — Aluminum	0.3
Agricultural Chemicals	0.3
Retail — Apparel/Shoe	0.2
Television	0.2
Hotels/Motels	0.2
Auto — Cars/Light Trucks	0.2
Non-Hazardous Waste Disposal	0.2
Printing — Commercial	0.2
Music	0.2
Transactional Software	0.2
Funeral Services & Related Items	0.2
Finance — Commercial	0.2
Broadcast Services/Program	0.2
Consumer Products — Misc.	0.2

Food — Retail	0.2
Rental Auto/Equipment	0.2
Distribution/Wholesale	0.2
Auto/Truck Parts & Equipment — Replacement	0.2
Building & Construction Products — Misc.	0.2
Physicians Practice Management	0.2
Retail — Petroleum Products	0.2
Gas — Distribution	0.2
Banks — Money Center	0.2
Multimedia	0.1
Transport — Services	0.1
Beverages — Non-alcoholic	0.1
Beverages — Wine/Spirits	0.1
Real Estate Investment Trusts	0.1
Storage/Warehousing	0.1
Building Products — Cement	0.1
Medical — Biomedical/Gene	0.1
Food — Misc.	0.1
Research & Development	0.1
Containers — Paper/Plastic	0.1
Insurance — Mutual	0.1
Applications Software	0.1
Publishing — Periodicals	0.1
Brewery	0.1
Direct Marketing	0.1
Electronics — Military	0.1
Medical Information Systems	0.1
Hazardous Waste Disposal	0.1
Finance — Other Services	0.1
Retail — Drug Store	0.1
Real Estate Management/Services	0.1
Seismic Data Collection	0.1
Office Automation & Equipment	0.1
Oil Refining & Marketing	0.1
Insurance — Life/Health	0.1
Retail — Restaurants	0.1
Human Resources	0.1
Property Trust	0.1
Coal	0.1
Steel — Specialty	0.1
Finance — Mortgage Loan/Banker	0.1
Private Corrections	0.1
Machinery — Farming	0.1
Insurance — Property/Casualty	0.1
Retail — Sporting Goods	0.1
Pharmacy Services	0.1
Warehousing & Harbor Transportation Services	0.1
Consulting Services	0.1
Investment Management/Advisor Services	0.1
Wireless Equipment	0.1
Schools	0.1
	98.0	%

* Calculated as a percentage of net assets

74

VALIC Company II Strategic Bond Fund

PORTFOLIO PROFILE — August 31, 2009 (Unaudited)

Credit Quality†#

Government — Agency	12.9	%
Government — Treasury	5.8
AAA	10.9
AA	4.2
A	7.1
BBB	16.0
BB	15.8
B	15.3
CCC	7.6
CC	0.7
C	0.3
Below C	1.8
Not Rated@	1.6
	100.0	%

* Calculated as a percentage of net assets.

@ Represents 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.

Country Allocation*

United States	68.3	%
Canada	2.7
Brazil	2.5
Japan	2.4
United Kingdom	2.5
Australia	2.0
Russia	2.0
Mexico	1.8
Sweden	1.5
Norway	1.5
Turkey	1.2
Philippines	1.0
Venezuela	0.9
Luxembourg	0.7
Germany	0.7
Bermuda	0.7
Colombia	0.7
Spain	0.6
Netherlands	0.5
Indonesia	0.4
South Korea	0.5
Italy	0.4
Greece	0.3
Argentina	0.3
Uruguay	0.3
Peru	0.2
France	0.2
Cayman Islands	0.2
Poland	0.2
Panama	0.1
South Africa	0.1
Trinidad and Tobago	0.1
Malaysia	0.1
Austria	0.1
Qatar	0.1
Ireland	0.1
United Arab Emirates	0.1
	98.0	%

75

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009

Security Description	Principal Amount(12)		Market Value (Note 2)
ASSET BACKED SECURITIES — 1.7%
Diversified Financial Services — 1.7%
Banc of America Commercial Mtg., Inc. Series 2006-6, Class AM 5.39% due 10/10/45(1)	$	108,000	$	69,128
Chase Mtg. Finance Corp. Series 2007-A2, Class 1A1 4.05% due 07/25/37(2)(3)		542,005		459,830
Citigroup Commercial Mtg. Trust Series 2008-C7, Class AM 6.30% due 12/10/49(1)(3)		180,000		122,266
Commercial Mtg. Asset Trust Series 1999-C1, Class D 7.35% due 01/17/32(1)		270,000		287,073
Commercial Mtg. Pass Through Certs. Series 2006-CN2A, Class A2FL 0.50% due 02/05/19*(1)(4)		550,000		407,761
CS First Boston Mtg. Securities Corp. Series 2002-CKN2, Class A3 6.13% due 04/15/37(1)		800,000		838,723
Goldman Sachs Mtg. Securities Trust Series 2007-GG10, Class A4 6.00% due 08/10/45(1)(3)		2,900,000		2,267,091
JP Morgan Chase Commercial Mtg. Securities Corp. Series 2006-LDP9, Class AM 5.37% due 05/15/47(1)		310,000		202,890
LB Commercial Conduit Mtg. Trust Series 1998-C1, Class E 7.00% due 02/18/30(1)		155,000		168,258
Swift Master Auto Receivables Trust Series 2007-2, Class A 0.92% due 10/15/12(4)		975,707		925,790
Wells Fargo Mtg. Backed Securities Trust Series 2006-AR12, Class 2A1 6.10% due 09/25/36(2)		161,136		122,365
Total Asset Backed Securities (cost $6,938,231)				5,871,175
CONVERTIBLE BONDS & NOTES — 0.0%
Drug Delivery Systems — 0.0%
Nektar Therapeutics Sub. Notes 3.25% due 09/28/12		50,000		41,750
Telecom Services — 0.0%
ICO North America, Inc. Notes 7.50% due 08/15/09†(5)(6)(7)(11)(19)(20)		140,000		49,000
Total Convertible Bonds & Notes (cost $189,529)				90,750
U.S. CORPORATE BONDS & NOTES — 39.3%
Advertising Services — 0.3%
Visant Holding Corp. Company Guar. Notes 7.63% due 10/01/12		495,000		497,475
Visant Holding Corp. Senior Notes 10.25% due 12/01/13(8)		453,000		457,530
				955,005
Aerospace/Defense — 0.0%
Meccanica Holdings USA Company Guar. Notes 7.38% due 07/15/39*		116,000		132,091

Security Description	Principal Amount(12)		Market Value (Note 2)
Agricultural Chemicals — 0.3%
Terra Capital, Inc. Company Guar. Notes 7.00% due 02/01/17	$	935,000	$	881,237
Airlines — 0.9%
American Airlines, Inc. Pass Through Certs. Series 2001-1, Class A-2 6.82% due 05/23/11		645,000		554,700
American Airlines, Inc. Pass Through Certs. Series 1999-1, Class B 7.32% due 10/15/09		25,000		24,625
American Airlines, Inc. Pass Through Certs. Series 2001-2, Class A-2 7.86% due 04/01/13		455,000		434,525
Continental Airlines, Inc. Pass Through Certs. Series 2001-1, Class A-2 6.50% due 06/15/11		300,000		285,000
Continental Airlines, Inc. Pass Through Certs. Series 1991, Class A 6.55% due 02/02/19		209,397		198,927
Continental Airlines, Inc. Pass Through Certs. Series 2000-2, Class C 8.31% due 04/02/11		29,820		24,751
Delta Air Lines, Inc. Pass Through Certs. Series 2001-1, Class A2 7.11% due 09/18/11		500,000		482,500
Delta Air Lines, Inc. Pass Through Certs. Series 2000-1, Class A-2 7.57% due 11/18/10		85,000		82,875
Northwest Airlines, Inc. Pass Through Certs. Series 2002-1, Class G2 6.26% due 11/20/21		75,306		53,279
United AirLines, Inc. Pass Through Certs. Series 2001-1, Class A-2 6.20% due 03/29/49		2,117		2,085
United AirLines, Inc. Pass Through Certs. Series 2001-1 Class B 6.93% due 09/01/11		595,000		788,375
United AirLines, Inc. Pass Through Certs. Series 2000-2, Class A-2 7.19% due 04/01/11		212,709		210,050
				3,141,692
Applications Software — 0.1%
SS&C Technologies, Inc. Company Guar. Notes 11.75% due 12/01/13		385,000		397,031
Auto - Cars/Light Trucks — 0.2%
Ford Motor Co. Notes 7.45% due 07/16/31		1,075,000		822,375

76

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Auto/Truck Parts & Equipment - Original — 0.2%
ArvinMeritor, Inc. Senior Notes 8.13% due 09/15/15	$	915,000	$	686,250
Cooper - Standard Automotive, Inc. Company Guar. Notes 8.38% due 12/15/14†(18)(20)		455,000		25,025
				711,275
Auto/Truck Parts & Equipment - Replacement — 0.2%
Allison Transmission Senior Notes 11.00% due 11/01/15*		650,000		585,000
Exide Corp. Notes 10.00% due 04/15/05†(6)(7)		150,000		0
				585,000
Banks - Commercial — 0.4%
BB&T Corp. Senior Notes 3.10% due 07/28/11		240,000		242,369
CoBank ACB Sub. Notes 7.88% due 04/16/18*		45,000		43,522
Credit Suisse/New York Sub. Notes 6.00% due 02/15/18		362,000		372,311
KeyBank NA Sub. Notes 5.45% due 03/03/16		132,000		115,723
KeyBank NA Sub. Notes 7.41% due 10/15/27		52,000		51,931
PNC Bank NA Sub. Notes 6.88% due 04/01/18		120,000		127,365
Sovereign Bank Sub. Notes 8.75% due 05/30/18		77,000		83,843
Union Bank of California NA Sub. Notes 5.95% due 05/11/16		100,000		97,538
Wachovia Bank NA Sub. Notes 5.00% due 08/15/15		306,000		294,818
Wachovia Bank NA Sub. Notes 5.60% due 03/15/16		51,000		51,621
				1,481,041
Banks - Fiduciary — 0.0%
State Street Capital Trust IV Company Guar. Notes 1.63% due 06/15/37(4)		230,000		143,629
Banks - Super Regional — 0.3%
BAC Capital Trust XI Bank Guar. 6.63% due 05/23/36		196,000		153,789
BAC Capital Trust XIII Bank Guar. Notes 1.03% due 03/15/12(4)(9)		575,000		278,208
National City Corp. Senior Notes 4.90% due 01/15/15		78,000		78,092
USB Capital IX Company Guar. Notes 6.19% due 04/15/11(4)(9)		373,000		268,560

Security Description	Principal Amount(12)		Market Value (Note 2)
Banks - Super Regional (continued)
Wachovia Corp. Sub. Notes 5.63% due 10/15/16	$	120,000	$	119,680
Wells Fargo Bank NA Sub. Notes 5.75% due 05/16/16		146,000		149,593
				1,047,922
Beverages - Non - alcoholic — 0.1%
Bottling Group LLC Company Guar. Notes 6.95% due 03/15/14		227,000		265,893
The Coca - Cola Co. Senior Notes 4.88% due 03/15/19		240,000		251,653
				517,546
Beverages - Wine/Spirits — 0.1%
Constellation Brands, Inc. Company Guar. Notes 7.25% due 05/15/17		525,000		507,938
Brewery — 0.1%
Anheuser - Busch InBev Worldwide, Inc. Company Guar. Notes 7.75% due 01/15/19*		336,000		393,420
Broadcast Services/Program — 0.2%
Fisher Communications, Inc. Senior Notes 8.63% due 09/15/14		562,000		511,420
Nexstar Broadcasting, Inc. Company Guar. Notes 0.50% due 01/15/14*(10)		190,566		74,321
Nexstar Broadcasting, Inc. Company Guar. Notes 7.00% due 01/15/14		63,000		24,885
				610,626
Building & Construction Products - Misc. — 0.2%
Interline Brands, Inc. Senior Sub. Notes 8.13% due 06/15/14		400,000		395,000
USG Corp. Company Guar. Notes 9.75% due 08/01/14*		150,000		154,125
				549,125
Building Products - Cement — 0.1%
Texas Industries, Inc. Company Guar. Notes 7.25% due 07/15/13		525,000		490,875
Cable/Satellite TV — 2.3%
CCH II LLC/CCH II Capital Corp. Senior Notes 10.25% due 09/15/10†(18)(20)		661,000		734,536
CCH II LLC/CCH II Capital Corp. Senior Notes, Series B 10.25% due 09/15/10†(18)(20)		344,000		382,270
CCH II LLC/CCH II Capital Corp. Company Guar. Notes 10.25% due 10/01/13†*(18)(20)		35,000		36,619
CCO Holdings LLC/CCO Holdings Capital Corp. Senior Notes 8.75% due 11/15/13†(18)(20)		1,005,000		1,015,050
Charter Communications Operating LLC Senior Notes 12.88% due 09/15/14†*(18)(20)		730,000		792,050

77

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Cable/Satellite TV (continued)
Charter Communications Operating LLC/Charter Communications Operating Capital Senior Notes 10.38% due 04/30/14†*(18)(20)	$	1,035,000	$	1,047,938
Comcast Corp. Company Guar. Notes 5.85% due 11/15/15		334,000		362,078
Comcast Corp. Company Guar. Notes 5.90% due 03/15/16		800,000		853,406
COX Communications, Inc. Senior Notes 6.95% due 06/01/38*		83,000		90,700
COX Communications, Inc. Notes 7.13% due 10/01/12		125,000		138,579
COX Communications, Inc. Senior Notes 9.38% due 01/15/19*		276,000		351,807
CSC Holdings, Inc. Senior Notes 7.63% due 04/01/11		390,000		394,875
CSC Holdings, Inc. Senior Notes 8.50% due 06/15/15*		600,000		606,000
DirecTV Holdings LLC/DirecTV Financing Co. Company Guar. Notes 7.63% due 05/15/16		620,000		652,550
DISH DBS Corp. Company Guar. Notes 7.75% due 05/31/15		375,000		367,500
Time Warner Cable, Inc. Company Guar. Notes 6.75% due 06/15/39		155,000		165,749
				7,991,707
Casino Hotels — 0.7%
Eldorado Casino Corp.(Shreveport) Sec. Bonds 10.00% due 08/01/12(6)(10)		362,426		308,062
Eldorado Resorts LLC Senior Notes 9.00% due 04/15/14(6)(7)		250,000		230,638
Harrahs Entertainment, Inc. Senior Sec. Notes 11.25% due 06/01/17*		800,000		814,000
MGM Mirage, Inc. Senior Sec. Notes 11.13% due 11/15/17*		625,000		672,656
Turning Stone Resort Casino Enterprise Senior Notes 9.13% due 09/15/14*		345,000		316,537
				2,341,893
Casino Services — 0.3%
Indianapolis Downs LLC & Capital Corp. Senior Sec. Notes 11.00% due 11/01/12*		805,000		571,550
Snoqualmie Entertainment Authority Senior Sec. Notes 4.68% due 02/01/14*(4)		185,000		90,650
Snoqualmie Entertainment Authority Senior Sec. Notes 9.13% due 02/01/15*		620,000		341,000
				1,003,200

Security Description	Principal Amount(12)		Market Value (Note 2)
Cellular Telecom — 1.0%
Centennial Communications Corp. Senior Notes 10.13% due 06/15/13	$	1,325,000	$	1,351,500
Cingular Wireless Services, Inc. Senior Notes 7.88% due 03/01/11		457,000		495,770
Cricket Communications, Inc. Company Guar. Notes 9.38% due 11/01/14		285,000		268,613
Cricket Communications, Inc. Company Guar. Notes 10.00% due 07/15/15		815,000		788,512
MetroPCS Wireless, Inc. Company Guar. Notes 9.25% due 11/01/14		556,000		545,575
Nextel Communications, Inc. Company Guar. Notes 5.95% due 03/15/14		112,000		94,080
				3,544,050
Chemicals - Diversified — 0.6%
E.I. du Pont de Nemours & Co. Senior Notes 4.75% due 03/15/15		120,000		128,035
Olin Corp. Senior Notes 8.88% due 08/15/19		535,000		540,350
The Dow Chemical Co. Senior Notes 5.90% due 02/15/15		120,000		119,787
The Dow Chemical Co. Senior Notes 8.55% due 05/15/19		1,104,000		1,202,538
				1,990,710
Chemicals - Specialty — 0.5%
Huntsman International LLC Senior Sub. Notes 7.38% due 01/01/15		440,000		378,400
Huntsman International LLC Company Guar. Notes 7.88% due 11/15/14		285,000		253,650
Johnsondiversey Holdings, Inc. Company Guar. Notes 9.63% due 05/15/12		485,000		492,275
Momentive Performance Materials, Inc. Company Guar. Notes 9.75% due 12/01/14		550,000		357,500
Momentive Performance Materials, Inc. Company Guar. Notes 12.50% due 06/15/14*		269,000		254,205
Tronox Worldwide LLC Company Guar. Notes 9.50% due 12/01/12†(18)(20)		430,000		124,700
				1,860,730
Coal — 0.1%
Arch Coal, Inc. Senior Notes 8.75% due 08/01/16*		275,000		275,000
Computer Services — 0.4%
Compucom Systems, Inc. Senior Sub. Notes 12.50% due 10/01/15*		670,000		603,000
Sungard Data Systems, Inc. Company Guar. Notes 9.13% due 08/15/13		681,000		674,190
				1,277,190

78

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Consulting Services — 0.1%
FTI Consulting, Inc. Company Guar.Notes 7.75% due 10/01/16	$	225,000	$	219,375
Consumer Products - Misc. — 0.2%
American Achievement Corp. Company Guar. Notes 8.25% due 04/01/12*		543,000		532,140
Prestige Brands, Inc. Senior Sub. Notes 9.25% due 04/15/12		75,000		75,750
				607,890
Containers - Metal/Glass — 0.3%
Ball Corp. Company Guar. Notes 7.38% due 09/01/19		400,000		399,000
Crown Cork & Seal Co., Inc. Debentures 7.38% due 12/15/26		140,000		121,100
Crown Cork & Seal Co., Inc. Debentures 8.00% due 04/15/23		230,000		213,900
Owens - Brockway Glass Container, Inc. Company Guar. Notes 8.25% due 05/15/13		245,000		247,450
				981,450
Containers - Paper/Plastic — 0.1%
Graphic Packaging International, Inc. Company Guar. Notes 9.50% due 06/15/17*		400,000		410,000
Decision Support Software — 0.3%
Vangent, Inc. Company Guar. Notes 9.63% due 02/15/15		1,045,000		971,850
Direct Marketing — 0.1%
Affinity Group, Inc. Company Guar. Notes 9.00% due 02/15/12		601,000		384,640
Distribution/Wholesale — 0.2%
KAR Holdings, Inc. Company Guar. Notes 4.48% due 05/01/14(4)		275,000		226,875
KAR Holdings, Inc. Company Guar. Notes 8.75% due 05/01/14		385,000		362,863
				589,738
Diversified Banking Institutions — 2.5%
Bank of America Corp. Senior Notes 4.90% due 05/01/13		321,000		324,057
Bank of America Corp. Sub. Notes 5.75% due 08/15/16		278,000		265,786
Bank of America Corp. Senior Notes 5.75% due 12/01/17		202,000		196,493
Bank of America Corp. Notes 6.50% due 08/01/16		161,000		165,909
Bank of America Corp. Sub. Notes 7.25% due 10/15/25		49,000		47,460

Security Description	Principal Amount(12)		Market Value (Note 2)
Diversified Banking Institutions (continued)
Citigroup, Inc. Sub. Notes 5.00% due 09/15/14	$	531,000	$	486,508
Citigroup, Inc. Senior Notes 5.50% due 04/11/13		184,000		183,144
Citigroup, Inc. Senior Notes 5.85% due 07/02/13		500,000		503,012
Citigroup, Inc. Senior Notes 6.13% due 05/15/18		257,000		241,643
Citigroup, Inc. Sub. Notes 6.13% due 08/25/36		132,000		103,354
Citigroup, Inc. Senior Notes 6.88% due 03/05/38		158,000		142,701
GMAC LLC Company Guar. Notes 6.00% due 04/01/11*		1,615,000		1,477,725
GMAC LLC Company Guar. Notes 6.88% due 09/15/11*		1,404,000		1,295,190
GMAC LLC Sub. Notes 8.00% due 12/31/18*		1,725,000		1,254,938
JP Morgan Chase & Co. Sub. Notes 4.89% due 09/01/15(4)		162,000		146,247
Morgan Stanley Sub. Notes 4.75% due 04/01/14		129,000		128,067
Morgan Stanley Senior Notes 6.00% due 04/28/15		878,000		927,454
The Goldman Sachs Group, Inc. Senior Notes 5.13% due 01/15/15		288,000		298,465
The Goldman Sachs Group, Inc. Senior Notes 5.95% due 01/18/18		210,000		218,612
The Goldman Sachs Group, Inc. Sub. Notes 6.75% due 10/01/37		303,000		303,357
				8,710,122
Diversified Financial Services — 0.3%
General Electric Capital Corp. Senior Notes 5.88% due 01/14/38		162,000		143,808
General Electric Capital Corp. Senior Notes 6.88% due 01/10/39		768,000		761,685
USAA Capital Corp. Notes 3.50% due 07/17/14*		100,000		99,547
				1,005,040
Diversified Manufacturing Operations — 0.2%
General Electric Co. Senior Notes 5.25% due 12/06/17		85,000		86,783
Harland Clarke Holdings Corp. Notes 6.00% due 05/15/15(4)		125,000		89,688

79

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Diversified Manufacturing Operations (continued)
Harland Clarke Holdings Corp. Notes 9.50% due 05/15/15	$	445,000	$	379,362
SPX Corp. Senior Notes 7.63% due 12/15/14		300,000		301,125
				856,958
Electric - Generation — 0.9%
Edison Mission Energy Senior Notes 7.63% due 05/15/27		370,000		247,900
Homer City Funding LLC Senior Notes 8.14% due 10/01/19		247,000		232,180
Midwest Generation LLC Pass Thru Certs., Series B 8.56% due 01/02/16		271,310		268,597
Reliant Energy Mid-Atlantic Power Holdings LLC Pass Through Certs., Series B 9.24% due 07/02/17		421,746		417,528
Reliant Energy Mid-Atlantic Power Holdings LLC Pass Through Certs., Series C 9.68% due 07/02/26		300,000		297,000
Sithe/Independence Funding Corp. Senior Notes 9.00% due 12/30/13		406,625		403,449
The AES Corp. Senior Notes 8.00% due 10/15/17		715,000		684,613
The AES Corp. Senior Notes 8.00% due 06/01/20		225,000		210,375
The AES Corp. Senior Sec. Notes 8.75% due 05/15/13*		532,000		539,980
				3,301,622
Electric - Integrated — 1.5%
CenterPoint Energy Houston Electric LLC General and Refunding Mtg. Notes 7.00% due 03/01/14		208,000		231,268
Commonwealth Edison Co. 1st Mtg. Notes 6.15% due 09/15/17		141,000		155,031
Dominion Resources, Inc. Jr. Sub Notes 6.30% due 09/30/66(4)		115,000		83,950
Energy East Corp. Notes 6.75% due 07/15/36		253,000		278,718
Entergy Gulf States Louisiana LLC 1st Mtg. Bonds 6.00% due 05/01/18		396,000		410,759
Entergy Texas, Inc. 1st Mtg. Notes 7.13% due 02/01/19		22,000		24,262
FirstEnergy Corp. Senior Notes 7.38% due 11/15/31		183,000		202,022
FirstEnergy Solutions Corp. Company Guar. Notes 6.05% due 08/15/21*		156,000		157,700
FirstEnergy Solutions Corp. Company Guar. Notes 6.80% due 08/15/39*		291,000		297,236

Security Description	Principal Amount(12)		Market Value (Note 2)
Electric - Integrated (continued)
Mirant Americas Generation LLC Senior Notes 8.50% due 10/01/21	$	680,000	$	561,000
Mirant Mid - Atlantic LLC Pass Through Certs., Series B 9.13% due 06/30/17		237,050		236,161
Nevada Power Co. General and Refunding Mtg. Notes 7.13% due 03/15/19		337,000		383,884
Pepco Holdings, Inc. Senior Notes 6.13% due 06/01/17		72,000		73,431
Pepco Holdings, Inc. Senior Notes 6.45% due 08/15/12		345,000		367,046
PPL Electric Utilities Corp. 1st Mtg. Bonds 6.25% due 05/15/39		138,000		155,602
PSEG Power LLC Company Guar. Notes 7.75% due 04/15/11		40,000		43,120
Sierra Pacific Power Co. General and Refunding Mtg. Notes 6.75% due 07/01/37		226,000		246,047
Texas Competitive Electric Holdings Co., LLC Company Guar. Notes, Series A 10.25% due 11/01/15		1,480,000		980,500
Texas Competitive Electric Holdings Co., LLC Company Guar. Notes 10.50% due 11/01/16(11)		570,375		333,669
Toledo Edison Co. 1st Mtg. Notes 7.25% due 05/01/20		110,000		128,257
				5,349,663
Electronic Components - Misc. — 0.0%
Sanmina-SCI Corp. Company Guar. Notes 6.75% due 03/01/13		75,000		68,625
Electronic Components - Semiconductors — 0.3%
Amkor Technology, Inc. Senior Notes 7.75% due 05/15/13		510,000		504,900
National Semiconductor Corp. Senior Notes 6.60% due 06/15/17		102,000		94,023
Spansion LLC Senior Sec. Notes 5.33% due 06/01/13†*(4)(18)(20)		690,000		612,375
				1,211,298
Electronics - Military — 0.1%
L-3 Communications Corp. Company Guar. Notes 6.13% due 07/15/13		395,000		383,150
Enterprise Software/Service — 0.0%
Oracle Corp. Senior Notes 3.75% due 07/08/14		125,000		129,139
Finance - Auto Loans — 1.2%
Ford Motor Credit Co. LLC Senior Notes 7.38% due 02/01/11		2,775,000		2,682,623

80

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Finance - Auto Loans (continued)
Ford Motor Credit Co. LLC Senior Notes 7.50% due 08/01/12	$	725,000	$	667,304
Ford Motor Credit Co., LLC Senior Notes 9.75% due 09/15/10		725,000		732,014
				4,081,941
Finance - Commercial — 0.2%
CIT Group, Inc. Senior Notes 5.80% due 07/28/11		685,000		407,986
Textron Financial Corp. Senior Notes 5.40% due 04/28/13		260,000		229,233
				637,219
Finance - Credit Card — 0.0%
FIA Card Services NA Sub. Notes 7.13% due 11/15/12		114,000		118,261
Finance - Investment Banker/Broker — 0.3%
Lehman Brothers Holdings Capital Trust VII Company Guar. Notes 5.86% due 05/31/12†(4)(9)(18)(20)		101,000		10
Lehman Brothers Holdings, Inc. Senior Notes 5.50% due 04/04/16†(18)(20)		97,000		16,975
Lehman Brothers Holdings, Inc. Sub. Notes 6.75% due 12/28/17†(18)(20)		111,000		11
Lehman Brothers Holdings, Inc. Sub. Notes 7.50% due 05/11/38†(18)(20)		143,000		14
Merrill Lynch & Co., Inc. Sub. Notes 5.70% due 05/02/17		143,000		133,837
Merrill Lynch & Co., Inc. Sub. Notes 6.22% due 09/15/26		160,000		144,310
Merrill Lynch & Co., Inc. Senior Notes 6.40% due 08/28/17		139,000		136,984
The Bear Stearns Cos., Inc. Senior Notes 5.30% due 10/30/15		240,000		243,251
The Bear Stearns Cos., Inc. Senior Notes 5.70% due 11/15/14		192,000		206,055
The Bear Stearns Cos., Inc. Senior Notes 6.40% due 10/02/17		232,000		251,758
				1,133,205
Finance - Mortgage Loan/Banker — 0.1%
Countrywide Financial Corp. Sub. Notes 6.25% due 05/15/16		120,000		116,409
Countrywide Home Loans, Inc. Company Guar. Notes 4.00% due 03/22/11		145,000		146,406
				262,815

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*	$	700,000	$	714,000
Tyson Foods, Inc. Senior Notes 10.50% due 03/01/14		125,000		139,375
				853,375
Food - Misc. — 0.1%
HJ Heinz Finance Co. Company Guar. Notes 7.13% due 08/01/39*		116,000		136,212
Kraft Foods, Inc. Senior Notes 6.75% due 02/19/14		208,000		236,061
				372,273
Food - Retail — 0.2%
Ingles Markets, Inc. Senior Notes 8.88% due 05/15/17		400,000		402,000
SUPERVALU, Inc. Senior Notes 8.00% due 05/01/16		200,000		197,500
				599,500
Funeral Services & Related Items — 0.2%
Carriage Services, Inc. Senior Notes 7.88% due 01/15/15		750,000		675,000
Gambling (Non - Hotel) — 0.3%
Downstream Development Authority Senior Sec. Notes 12.00% due 10/15/15*		700,000		442,750
Greektown Holdings LLC Senior Notes 10.75% due 12/01/13†*(18)(20)		50,000		10,750
Waterford Gaming LLC Senior Notes 8.63% due 09/15/14*		654,000		444,720
				898,220
Gas - Distribution — 0.1%
Sempra Energy Senior Notes 6.50% due 06/01/16		230,000		252,961
Hazardous Waste Disposal — 0.1%
Clean Harbors, Inc. Senior Sec. Notes 7.63% due 08/15/16*		375,000		375,938
Home Furnishings — 0.0%
Simmons Co. Senior Disc. Notes 10.00% due 12/15/14(8)		45,000		13,950
Hotels/Motels — 0.2%
Gaylord Entertainment Co. Company Guar. Notes 6.75% due 11/15/14		695,000		585,537
Gaylord Entertainment Co. Company Guar. Notes 8.00% due 11/15/13		265,000		241,813
				827,350

81

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Human Resources — 0.1%
Team Health, Inc. Company Guar. Notes 11.25% due 12/01/13	$	300,000	$	307,500
Independent Power Producers — 0.5%
NRG Energy, Inc. Company Guar. Notes 7.38% due 02/01/16		1,165,000		1,114,031
Orion Power Holdings, Inc. Senior Notes 12.00% due 05/01/10		405,000		418,163
RRI Energy, Inc. Senior Notes 7.88% due 12/31/17		310,000		275,125
				1,807,319
Insurance Brokers — 0.3%
Marsh & McLennan Cos., Inc. Senior Notes 5.15% due 09/15/10		65,000		65,099
USI Holdings Corp. Senior Sub. Notes 9.75% due 05/15/15*		1,115,000		910,119
				975,218
Insurance - Life/Health — 0.1%
Americo Life, Inc. Notes 7.88% due 05/01/13*		28,000		19,880
Monumental Global Funding II Senior Sec. Notes 5.65% due 07/14/11*		60,000		61,323
Prudential Financial, Inc. Senior Notes 6.20% due 01/15/15		234,000		245,127
				326,330
Insurance - Multi-line — 0.2%
Hartford Financial Services Group, Inc. Senior Notes 5.95% due 10/15/36		274,000		200,820
Metlife, Inc. Senior Notes 6.13% due 12/01/11		143,000		152,830
MetLife, Inc. Senior Notes 6.75% due 06/01/16		125,000		136,737
Metropolitan Life Global Funding I Notes 5.13% due 06/10/14*		266,000		277,195
				767,582
Insurance - Mutual — 0.1%
Liberty Mutual Group, Inc. Company Guar. Bonds 10.75% due 06/15/58*(4)		256,000		225,280
Massachusetts Mutual Life Insurance Co. Notes 8.88% due 06/01/39*		159,000		178,428
				403,708
Insurance - Property/Casualty — 0.1%
ACE INA Holdings, Inc. Company Guar. Notes 5.60% due 05/15/15		177,000		189,553

Security Description	Principal Amount(12)		Market Value (Note 2)
Insurance - Property/Casualty (continued)
W.R. Berkley Corp. Senior Notes 6.25% due 02/15/37	$	65,000	$	51,192
				240,745
Investment Management/Advisor Services — 0.1%
Ameriprise Financial, Inc. Senior Notes 5.35% due 11/15/10		5,000		5,009
Janus Capital Group, Inc. Notes 6.70% due 06/15/17		220,000		203,893
				208,902
Machinery - Farming — 0.1%
Case New Holland, Inc. Company Guar. Notes 7.75% due 09/01/13*		250,000		246,250
Medical Information Systems — 0.1%
Spheris, Inc. Senior Sub. Notes 11.00% due 12/15/12		890,000		378,250
Medical Labs & Testing Services — 0.0%
Howard Hughes Medical Institute Senior Notes 3.45% due 09/01/14		120,000		121,701
Medical Products — 0.4%
Baxter International, Inc. Senior Notes 5.90% due 09/01/16		400,000		446,714
CareFusion Corp. Senior Notes 4.13% due 08/01/12*		145,000		147,760
DJO Finance LLC/DJO Finance Corp. Company Guar. Notes 10.88% due 11/15/14		250,000		240,000
LVB Acquisition Holding LLC Company Guar. Notes 10.38% due 10/15/17(11)		465,000		484,762
				1,319,236
Medical - Biomedical/Gene — 0.1%
Amgen, Inc. Senior Notes 5.85% due 06/01/17		240,000		265,051
Bio-Rad Laboratories, Inc. Senior Sub. Notes 8.00% due 09/15/16*		200,000		204,000
				469,051
Medical - Drugs — 0.5%
Axcan Intermediate Holdings, Inc. Senior Notes 9.25% due 03/01/15		550,000		565,125
Merck & Co., Inc. Senior Notes 4.00% due 06/30/15		104,000		108,394
Valeant Pharmaceuticals International Senior Notes 8.38% due 06/15/16*		650,000		659,750
Wyeth Bonds 5.50% due 02/01/14		478,000		522,674
				1,855,943

82

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Medical - HMO — 0.5%
CIGNA Corp. Senior Notes 8.50% due 05/01/19	$	500,000	$	548,766
Multiplan, Inc. Senior Sub. Notes 10.38% due 04/15/16*		970,000		940,900
UnitedHealth Group, Inc. Senior Notes 5.25% due 03/15/11		145,000		150,041
WellPoint, Inc. Senior Notes 5.00% due 01/15/11		87,000		89,922
				1,729,629
Medical - Hospitals — 1.7%
Community Health Systems, Inc. Company Guar. Notes 8.88% due 07/15/15		845,000		848,169
HCA, Inc. Senior Notes 7.50% due 11/15/95		1,075,000		704,889
HCA, Inc. Senior Notes 7.88% due 02/01/11		525,000		527,625
HCA, Inc. Senior Notes 8.50% due 04/15/19*		1,250,000		1,265,625
HCA, Inc. Senior Notes 8.75% due 09/01/10		280,000		282,100
HCA, Inc. Senior Sec. Notes 9.25% due 11/15/16		1,675,000		1,695,938
IASIS Healthcare LLC/IASIS Capital Corp. Company Guar. Notes 8.75% due 06/15/14		490,000		478,975
				5,803,321
Metal - Aluminum — 0.3%
Alcoa, Inc. Senior Notes 6.50% due 06/15/18		386,000		367,377
Noranda Aluminum Acquisition Corp. Company Guar. Notes 5.41% due 11/15/14(4)(11)		782,727		477,463
Noranda Aluminum Holding Corp. Senior Notes 7.16% due 11/15/14(4)(11)		156,821		67,433
				912,273
Metal - Copper — 0.3%
Freeport - McMoRan Copper & Gold, Inc. Senior Notes 8.25% due 04/01/15		190,000		198,075
Freeport - McMoRan Copper & Gold, Inc. Senior Notes 8.38% due 04/01/17		525,000		547,313
Freeport - McMoRan Corp. Company Guar. Notes 8.75% due 06/01/11		233,000		248,882
				994,270
Multimedia — 0.1%
Haights Cross Operating Co. Senior Notes 11.75% due 08/15/11(23)		100,000		43,000

Security Description	Principal Amount(12)		Market Value (Note 2)
News America, Inc. Company Guar. Notes 6.15% due 03/01/37	$	147,000	$	141,997
News America, Inc. Company Guar. Notes 6.90% due 08/15/39*		145,000		152,601
Time Warner Entertainment Co. LP Senior Notes 8.38% due 07/15/33		87,000		104,772
				442,370
Music — 0.2%
WMG Acquisition Corp. Senior Notes 9.50% due 06/15/16*		750,000		776,250
Non - Ferrous Metals — 0.0%
Renco Metals, Inc. Bonds 11.50% due 07/01/03†(6)(7)(19)(21)		75,000		0
Non - Hazardous Waste Disposal — 0.2%
Allied Waste North America, Inc. Company Guar. Notes 7.38% due 04/15/14		100,000		104,239
Casella Waste Systems, Inc. Senior Sec. Notes 11.00% due 07/15/14*		175,000		180,687
Republic Services, Inc. Senior Notes 5.50% due 09/15/19*		95,000		94,847
Waste Management, Inc. Company Guar. Notes 6.38% due 11/15/12		121,000		132,428
Waste Management, Inc. Company Guar. Notes 7.75% due 05/15/32		135,000		156,106
Waste Services, Inc. Senior Sub. Notes 9.50% due 04/15/14		140,000		138,600
				806,907
Office Automation & Equipment — 0.1%
Pitney Bowes, Inc. Senior Notes 5.25% due 01/15/37		219,000		217,851
Xerox Corp. Senior Notes 6.35% due 05/15/18		115,000		117,676
				335,527
Oil & Gas Drilling — 0.0%
Rowan Cos., Inc. Senior Notes 7.88% due 08/01/19		115,000		121,222
Oil Companies - Exploration & Production — 2.2%
Atlas Energy Resources LLC Senior Notes 10.75% due 02/01/18*		400,000		404,000
Belden & Blake Corp. Company Guar. Sec. Notes 8.75% due 07/15/12		80,000		71,600
Brigham Exploration Co. Company Guar. Notes 9.63% due 05/01/14		780,000		694,200
Chaparral Energy, Inc. Company Guar. Notes 8.50% due 12/01/15		260,000		174,200

83

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Oil Companies - Exploration & Production (continued)
Chesapeake Energy Corp. Senior Notes 6.63% due 01/15/16	$	685,000	$	622,494
Chesapeake Energy Corp. Senior Notes 7.25% due 12/15/18		275,000		251,625
Chesapeake Energy Corp. Senior Notes 9.50% due 02/15/15		325,000		331,500
Encore Acquisition Co. Senior Sub. Notes 6.00% due 07/15/15		770,000		662,200
Encore Acquisition Co. Senior Sub. Notes 6.25% due 04/15/14		260,000		231,400
Energy Partners, Ltd. Senior Notes 9.75% due 04/15/14†(18)(20)		415,000		236,550
Hilcorp Energy I LP Senior Notes 7.75% due 11/01/15*		670,000		618,075
Hilcorp Energy I LP Senior Notes 9.00% due 06/01/16*		200,000		191,000
Kerr - McGee Corp. Company Guar. Notes 6.95% due 07/01/24		24,000		24,784
MXEnergy Holdings, Inc. Senior Notes 8.43% due 08/01/11(4)		245,000		97,387
Plains Exploration & Production Co. Company Guar. Notes 7.75% due 06/15/15		250,000		242,500
Plains Exploration & Production Co. Company Guar. Notes 10.00% due 03/01/16		325,000		344,500
Quicksilver Resources, Inc. Company Guar. Notes 7.13% due 04/01/16		160,000		132,800
Quicksilver Resources, Inc. Senior Notes 8.25% due 08/01/15		600,000		564,000
Quicksilver Resources, Inc. Senior Notes 9.13% due 08/15/19		375,000		365,625
Quicksilver Resources, Inc. Senior Notes 11.75% due 01/01/16		75,000		79,500
Sabine Pass LNG LP Company Guar. Senior Notes 7.25% due 11/30/13		185,000		159,100
Sabine Pass LNG LP Senior Sec. Notes 7.50% due 11/30/16		1,455,000		1,178,550
				7,677,590
Oil Companies - Integrated — 0.3%
ConocoPhillips Holding Co. Senior Notes 6.95% due 04/15/29		148,000		170,625
Hess Corp. Senior Notes 7.13% due 03/15/33		145,000		160,909
Hess Corp. Senior Notes 7.88% due 10/01/29		330,000		391,685

Security Description	Principal Amount(12)		Market Value (Note 2)
Oil Companies - Integrated (continued)
Phillips Petroleum Co. Debentures 7.00% due 03/30/29	$	290,000	$	324,916
				1,048,135
Oil Refining & Marketing — 0.1%
Valero Energy Corp. Senior Notes 6.63% due 06/15/37		150,000		130,380
Western Refining, Inc. Senior Sec. Notes 11.25% due 06/15/17*		225,000		199,125
				329,505
Oil - Field Services — 0.3%
Basic Energy Services, Inc. Senior Sec. Notes 11.63% due 08/01/14*		425,000		433,500
Helix Energy Solutions Group, Inc. Senior Notes 9.50% due 01/15/16*		700,000		658,000
Oslo Seismic Services, Inc. 1st Mtg. Bonds 8.28% due 06/01/11		62,946		63,847
				1,155,347
Paper & Related Products — 0.6%
Caraustar Industries, Inc. Senior Sec. Notes 10.00% due 08/15/14(7)(11)		120,457		120,457
Cellu Tissue Holdings, Inc. Sec. Notes 11.50% due 06/01/14*		150,000		156,750
Georgia - Pacific LLC Company Guar. Notes 7.00% due 01/15/15*		425,000		409,062
Georgia - Pacific LLC Company Guar. Notes 7.13% due 01/15/17*		130,000		124,800
Georgia - Pacific LLC Senior Notes 7.75% due 11/15/29		155,000		136,400
International Paper Co. Senior Notes 7.95% due 06/15/18		150,000		159,208
International Paper Co. Senior Notes 9.38% due 05/15/19		920,000		1,033,810
				2,140,487
Pharmacy Services — 0.1%
Express Scripts, Inc. Senior Notes 6.25% due 06/15/14		125,000		136,612
Express Scripts, Inc. Senior Notes 7.25% due 06/15/19		78,000		90,455
				227,067
Physicians Practice Management — 0.2%
US Oncology, Inc. Senior Sec. Notes 9.13% due 08/15/17*		525,000		546,000
Pipelines — 1.5%
Boardwalk Pipelines LLC Company Guar. Notes 5.75% due 09/15/19		233,000		230,882

84

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Pipelines (continued)
Copano Energy LLC Company Guar. Notes 8.13% due 03/01/16	$	1,060,000	$	1,014,950
Copano Energy LLC / Copano Energy Finance Corp. Company Guar. Notes 7.75% due 06/01/18		175,000		161,875
Dynegy - Roseton Danskammer Pass Through Certs., Series B 7.67% due 11/08/16		1,625,000		1,454,375
El Paso Corp. Senior Sub. Notes 6.88% due 06/15/14		300,000		292,649
El Paso Corp. Senior Notes 12.00% due 12/12/13		100,000		113,000
Enterprise Products Operating LLC Company Guar. Notes 4.60% due 08/01/12		125,000		129,705
MarkWest Energy Partners LP / MarkWest Energy Finance Corp. Senior Notes 6.88% due 11/01/14		245,000		224,175
MarkWest Energy Partners LP / MarkWest Energy Finance Corp. Company Guar. Notes 8.50% due 07/15/16		300,000		283,500
MarkWest Energy Partners LP / MarkWest Energy Finance Corp. Senior Notes 8.75% due 04/15/18		200,000		190,000
NGC Corp. Capital Trust Company Guar. Bonds 8.32% due 06/01/27		475,000		225,625
ONEOK, Inc. Senior Notes 6.00% due 06/15/35		135,000		129,292
Plains All American Pipeline, LP Senior Notes 4.25% due 09/01/12		199,000		203,184
Regency Energy Partners LP/Regency Energy Finance Corp. Company Guar. Notes 8.38% due 12/15/13		200,000		196,500
Williams Cos., Inc. Senior Notes 7.88% due 09/01/21		365,000		395,234
				5,244,946
Printing - Commercial — 0.2%
Valassis Communications, Inc. Senior Notes 8.25% due 03/01/15		805,000		704,375
Private Corrections — 0.1%
Corrections Corp. of America Company Guar. Notes 7.75% due 06/01/17		275,000		271,563
Property Trust — 0.1%
WEA Finance LLC / WT Finance Australia Property, Ltd. Company Guar. Notes 6.75% due 09/02/19*		280,000		275,794
Publishing - Newspapers — 0.0%
Knight Ridder, Inc. Debentures 6.88% due 03/15/29		146,000		48,545

Security Description	Principal Amount(12)		Market Value (Note 2)
Publishing - Periodicals — 0.1%
Nielsen Finance LLC / Nielsen Finance Co. Company Guar. Notes 11.50% due 05/01/16	$	375,000	$	373,125
The Reader’s Digest Association, Inc. Company Guar. Notes 9.00% due 02/15/17†(18)(20)		955,000		22,681
				395,806
Real Estate Investment Trusts — 0.1%
Omega Healthcare Investors, Inc. Senior Notes 7.00% due 04/01/14		540,000		504,900
Real Estate Management/Services — 0.1%
CB Richard Ellis Services, Inc. Senior Sub. Notes 11.63% due 06/15/17*		350,000		364,000
Recycling — 0.0%
Aleris International, Inc. Company Guar. Notes 9.00% due 12/15/14†(11)(18)(20)		1,625,000		8,288
Rental Auto/Equipment — 0.2%
RSC Equipment Rental, Inc. Notes 9.50% due 12/01/14		230,000		205,850
RSC Equipment Rental, Inc. Senior Sec. Notes 10.00% due 07/15/17*		375,000		390,000
				595,850
Research & Development — 0.1%
Alion Science and Technology Corp. Company Guar. Notes 10.25% due 02/01/15		625,000		412,500
Retail - Apparel/Shoe — 0.2%
Limited Brands, Inc. Senior Notes 5.25% due 11/01/14		360,000		325,474
Limited Brands, Inc. Senior Notes 6.95% due 03/01/33		470,000		336,929
Limited Brands, Inc. Senior Notes 8.50% due 06/15/19*		210,000		212,737
				875,140
Retail - Discount — 0.0%
Wal - Mart Stores, Inc. Senior Notes 3.20% due 05/15/14		115,000		117,334
Retail - Drug Store — 0.1%
Rite Aid Corp. Company Guar. Notes 9.50% due 06/15/17		365,000		262,800
Rite Aid Corp. Senior Sec. Notes 9.75% due 06/12/16*		100,000		105,750
				368,550
Retail - Major Department Stores — 0.0%
Saks, Inc. Company Guar. Notes 9.88% due 10/01/11		150,000		147,000

85

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (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)(19)(20)	$	15,273	$	305
Retail - Petroleum Products — 0.2%
Ferrellgas LP Senior Notes 6.75% due 05/01/14		275,000		252,313
Ferrellgas Partners LP Senior Notes 6.75% due 05/01/14*		50,000		45,875
Inergy LP/Inergy Finance Corp. Company Guar. Notes 8.25% due 03/01/16		250,000		247,500
				545,688
Retail - Regional Department Stores — 0.3%
JC Penney Corp., Inc. Senior Notes 7.40% due 04/01/37		250,000		210,000
Macy’s Retail Holdings, Inc. Company Guar. Notes 5.90% due 12/01/16		360,000		317,339
Macy’s Retail Holdings, Inc. Company Guar. Notes 6.38% due 03/15/37		225,000		165,657
Macy’s Retail Holdings, Inc. Company Guar. Notes 6.65% due 07/15/24		215,000		166,259
Macy’s Retail Holdings, Inc. Company Guar. Notes 6.90% due 04/01/29		215,000		162,464
				1,021,719
Retail - Restaurants — 0.1%
Brinker International, Inc. Senior Notes 5.75% due 06/01/14		195,000		184,228
Wendy’s/Arby’s Restaurants LLC Senior Notes 10.00% due 07/15/16*		125,000		128,125
				312,353
Retail - Sporting Goods — 0.1%
Freedom Group, Inc. Senior Sec. Notes 10.25% due 08/01/15*		225,000		231,750
Rubber - Tires — 0.3%
The Goodyear Tire & Rubber Co. Senior Notes 9.00% due 07/01/15		350,000		355,250
The Goodyear Tire & Rubber Co. Senior Notes 10.50% due 05/15/16		575,000		613,812
				969,062
Rubber/Plastic Products — 0.0%
Venture Holdings Co. LLC Company Guar. Notes 11.00% due 06/01/07†(6)(7)(19)(21)		25,000		0
Schools — 0.1%
Princeton University Senior Notes 5.70% due 03/01/39		179,000		191,590

Security Description	Principal Amount(12)		Market Value (Note 2)
Seismic Data Collection — 0.1%
Seitel, Inc. Senior Notes 9.75% due 02/15/14	$	570,000	$	342,000
Special Purpose Entities — 0.8%
AAC Group Holding Corp. Senior Notes 10.25% due 10/01/12*(8)		175,000		146,125
Buffalo Thunder Development Authority Senior Notes 9.38% due 12/15/14†*(18)		1,790,000		317,725
CCM Merger, Inc. Notes 8.00% due 08/01/13*		345,000		279,450
Chukchansi Economic Development Authority Senior Notes 8.00% due 11/15/13*		890,000		712,000
Citicorp Lease Pass-Through Trust 1999-1 Pass Thru Certs. 8.04% due 12/15/19*		160,000		143,387
FireKeepers Development Authority Senior Notes 13.88% due 05/15/15*		420,000		426,300
Fox Acquisition Sub LLC Senior Notes 13.38% due 07/15/16*		375,000		225,000
ING USA Global Funding Trust Notes 4.50% due 10/01/10		80,000		81,097
Local TV Finance LLC Senior Notes 10.00% due 06/15/15*(11)		367,500		99,225
Principal Life Global Funding I Senior Sec. Notes 5.25% due 01/15/13*		163,000		165,674
Southern Star Central Corp. Senior Notes 6.75% due 03/01/16		300,000		280,500
				2,876,483
Specified Purpose Acquisitions — 0.0%
ESI Tractebel Acquisition Corp. Company Guar. Bonds 7.99% due 12/30/11		150,000		146,250
Steel - Producers — 0.5%
AK Steel Corp. Company Guar. Notes 7.75% due 06/15/12		250,000		249,688
Reliance Steel & Aluminum Co. Company Guar. Notes 6.85% due 11/15/36		380,000		296,495
Ryerson, Inc. Company Guar. Notes 7.86% due 11/01/14(4)		390,000		331,500
Ryerson, Inc. Senior Sec. Notes 12.00% due 11/01/15		450,000		414,000
Steel Dynamics, Inc. Company Guar. Notes 6.75% due 04/01/15		450,000		419,625
				1,711,308
Steel - Specialty — 0.1%
Allegheny Technologies, Inc. Senior Notes 9.38% due 06/01/19		250,000		274,147

86

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Storage/Warehousing — 0.1%
Mobile Mini, Inc. Notes 6.88% due 05/01/15	$	290,000	$	256,650
Mobile Mini, Inc. Company Guar. Notes 9.75% due 08/01/14		245,000		245,000
				501,650
Telecom Services — 0.8%
Bellsouth Telecommunications, Inc. Senior Notes 7.00% due 12/01/95		90,000		90,192
Cincinnati Bell Telephone Co. LLC Company Guar. Notes 7.18% due 12/15/23		25,000		19,188
Cincinnati Bell Telephone Co. LLC Company Guar. Notes 7.20% due 11/29/23		125,000		95,000
Embarq Corp. Senior Notes 8.00% due 06/01/36		62,000		63,806
PAETEC Holding Corp. Senior Sec. Notes 8.88% due 06/30/17*		425,000		404,812
PAETEC Holding Corp. Company Guar. Notes 9.50% due 07/15/15		845,000		728,812
Qwest Corp. Senior Notes 6.50% due 06/01/17		190,000		174,800
Qwest Corp. Senior Notes 8.38% due 05/01/16*		250,000		252,500
Qwest Corp. Senior Notes 8.88% due 03/15/12		600,000		618,000
SBA Telecommunications, Inc. Company Guar. Notes 8.25% due 08/15/19*		500,000		502,500
				2,949,610
Telephone - Integrated — 1.7%
AT&T, Inc. Senior Notes 5.63% due 06/15/16		120,000		129,619
BellSouth Corp. Senior Notes 6.88% due 10/15/31		145,000		158,830
Cincinnati Bell, Inc. Senior Notes 7.25% due 06/15/23		25,000		19,500
Level 3 Financing, Inc. Company Guar. Notes 8.75% due 02/15/17		820,000		639,600
Level 3 Financing, Inc. Senior Notes 12.25% due 03/15/13		1,350,000		1,316,250
Pacific Bell Telephone Co. Company Guar. Notes 7.13% due 03/15/26		200,000		221,510
Qwest Capital Funding, Inc. Notes 7.25% due 02/15/11		525,000		517,125
Qwest Communications International, Inc. Company Guar. Notes 7.50% due 02/15/14		120,000		115,800

Security Description	Principal Amount(12)		Market Value (Note 2)
Telephone - Integrated (continued)
Qwest Communications International, Inc. Company Guar. Notes, Series B 7.50% due 02/15/14	$	105,000	$	101,325
Sprint Capital Corp. Company Guar. Notes 8.75% due 03/15/32		2,810,000		2,332,300
Valor Telecommunications Enterprises LLC Company Guar. Notes 7.75% due 02/15/15		200,000		201,750
Verizon Pennsylvania, Inc. Senior Bonds 8.35% due 12/15/30		125,000		140,306
Verizon Virginia, Inc. Senior Notes 4.63% due 03/15/13		125,000		128,837
				6,022,752
Television — 0.2%
Allbritton Communications Co. Senior Sub. Notes 7.75% due 12/15/12		955,000		816,525
Bonten Media Acquisition Co. Company Guar. Notes 9.75% due 06/01/15*(11)		57,681		18,602
Paxson Communications Corp. Senior Sec. Notes 8.38% due 01/15/13†*(4)(11)(18)(20)		895,500		26,865
Young Broadcasting, Inc. Senior Sub. Notes 8.75% due 01/15/14†(18)(20)		230,000		26
Young Broadcasting, Inc. Company Guar. Notes 10.00% due 03/01/11†(18)(20)		510,000		56
				862,074
Textile - Home Furnishings — 0.0%
Mohawk Industries, Inc. Senior Notes 7.20% due 04/15/12		135,000		135,879
Theaters — 0.3%
AMC Entertainment, Inc. Senior Sub. Notes 8.00% due 03/01/14		580,000		545,200
AMC Entertainment, Inc. Senior Notes 8.75% due 06/01/19		400,000		397,000
				942,200
Transactional Software — 0.2%
Open Solutions, Inc. Company Guar. Notes 9.75% due 02/01/15*		1,180,000		772,900
Transport - Air Freight — 0.4%
Atlas Air, Inc. Pass Through Certs. Series 1991-1, Class A-2 6.88% due 01/02/11		122,789		105,598
Atlas Air, Inc. Pass Through Certs. Series 1991-1, Class A-1 7.20% due 01/02/19		435,427		296,091
Atlas Air, Inc. Pass Through Certs. Series 1991-1, Class B 7.63% due 01/02/15		478,651		282,404

87

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Transport - Air Freight (continued)
Atlas Air, Inc. Pass Through Certs. Series 2000-1, Class A 8.71% due 01/02/19	$	566,685	$	396,679
Atlas Air, Inc. Pass Through Certs. Series 1991-1, Class C 8.77% due 01/02/11		37,457		14,983
Atlas Air, Inc. Pass Through Certs. Series 2000-1, Class B 9.06% due 07/02/17		180,748		142,791
				1,238,546
Transport - Rail — 0.2%
CSX Corp. Senior Notes 6.15% due 05/01/37		145,000		147,313
CSX Corp. Debentures 7.90% due 05/01/17		206,000		241,661
Union Pacific Corp. Senior Notes 5.75% due 11/15/17		338,000		361,872
				750,846
Transport - Services — 0.1%
Bristow Group, Inc. Senior Notes 7.50% due 09/15/17		355,000		335,475
PHI, Inc. Company Guar. Notes 7.13% due 04/15/13		200,000		185,500
				520,975
Wireless Equipment — 0.1%
CC Holdings GS V LLC/Crown Castle GS III Corp. Senior Notes 7.75% due 05/01/17*		200,000		202,000
Total U.S. Corporate Bonds & Notes
(cost $141,260,718)				138,265,189
FOREIGN CORPORATE BONDS & NOTES — 6.1%
Banks - Commercial — 0.6%
Australia & New Zealand Banking Group, Ltd. Sub. Notes 1.71% due 10/30/09(4)(9)		280,000		140,000
Barclays Bank PLC Jr. Sub. Notes 5.93% due 12/15/16*(4)(9)		260,000		179,400
Barclays Bank PLC Sub. Notes 6.05% due 12/04/17*		252,000		248,712
Caisse Nationale des Caisses d’Epargne et de Prevoyance Senior Notes 3.82% due 12/30/09(4)(9)		78,000		47,580
Lloyds Banking Group PLC Jr. Sub. Notes 5.92% due 10/01/15*(4)(9)		130,000		54,600
Rabobank Nederland NV Senior Notes 4.20% due 05/13/14*		270,000		279,644
Standard Chartered PLC Senior Notes 5.50% due 11/18/14*		200,000		214,673

Security Description	Principal Amount(12)		Market Value (Note 2)
Banks - Commercial (continued)
Svenska Handelsbanken AB Senior Notes 4.88% due 06/10/14*	$	140,000	$	146,563
Westpac Banking Corp. Sub. Notes 1.91% due 03/31/10(4)(9)		570,000		299,250
Westpac Banking Corp. Senior Notes 4.20% due 02/27/15		120,000		120,759
Woori Bank Notes 7.00% due 02/02/15*		300,000		317,072
				2,048,253
Banks - Money Center — 0.1%
Bank of Scotland PLC Senior Sub. Notes 1.50% due 11/30/09(4)(9)		310,000		139,500
KBC Internationale Financieringsmaatschappij NV Bank Guar. Notes 6.00% due 02/07/10(24)		132,000		82,170
				221,670
Cellular Telecom — 0.0%
Vodafone Group PLC Senior Notes 4.15% due 06/10/14		60,000		61,458
Vodafone Group PLC Senior Notes 5.38% due 01/30/15		67,000		70,506
				131,964
Containers - Metal/Glass — 0.1%
Rexam PLC Senior Notes 6.75% due 06/01/13*		173,000		180,998
Diversified Banking Institutions — 0.0%
Credit Agricole SA Jr. Sub. Notes 6.64% due 05/31/17*(4)(9)		175,000		115,500
Diversified Manufacturing Operations — 0.1%
Bombardier, Inc. Senior Notes 8.00% due 11/15/14*		335,000		327,044
Diversified Minerals — 0.3%
Anglo American Capital PLC Company Guar. Notes 9.38% due 04/08/19*		243,000		284,310
Teck Resources, Ltd. Senior Sec. Notes 10.25% due 05/15/16		500,000		552,500
Teck Resources, Ltd. Senior Sec. Notes 10.75% due 05/15/19		355,000		404,256
				1,241,066
Diversified Operations — 0.0%
Hutchison Whampoa International, Ltd. Company Guar. Notes 7.63% due 04/09/19*		100,000		114,864

88

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
FOREIGN CORPORATE BONDS & NOTES (continued)
Electric - Integrated — 0.4%
Electricite de France Notes 6.50% due 01/26/19*	$	592,000	$	675,985
Electricite de France Notes 6.95% due 01/26/39*		360,000		439,640
Empresas Publicas de Medellin E.S.P. Senior Notes 7.63% due 07/29/19*		200,000		212,000
				1,327,625
Finance - Investment Banker/Broker — 0.1%
Macquarie Group, Ltd. Notes 7.30% due 08/01/14*		228,000		237,030
Finance - Other Services — 0.1%
BP Capital Markets PLC Company Guar. Notes 3.88% due 03/10/15		360,000		371,783
Food - Meat Products — 0.2%
JBS SA Company Guar. Notes 9.38% due 02/07/11		375,000		380,625
JBS SA Senior Notes 10.50% due 08/04/16*		200,000		200,000
				580,625
Gas - Distribution — 0.1%
Korea Gas Corp. Senior Notes 6.00% due 07/15/14*		200,000		209,234
Independent Power Producers — 0.0%
AES Drax Energy, Ltd. Sec. Notes 11.50% due 08/30/10†(6)(18)(22)		175,000		175
Insurance - Multi - line — 0.1%
Aegon NV Senior Notes 3.60% due 07/15/14(4)(9)		62,000		26,040
XL Capital, Ltd. Senior Notes 5.25% due 09/15/14		219,000		198,719
XL Capital, Ltd. Senior Notes 6.38% due 11/15/24		142,000		112,265
				337,024
Investment Companies — 0.0%
Xstrata Finance Canada, Ltd. Company Guar. Notes 6.90% due 11/15/37*		91,000		79,989
Medical Products — 0.1%
Angiotech Pharmaceuticals, Inc. Company Guar. Notes 4.42% due 12/01/13(4)		560,000		470,400
Medical - Drugs — 0.1%
Elan Finance PLC Company Guar. Bonds 7.75% due 11/15/11		240,000		232,800

Security Description	Principal Amount(12)		Market Value (Note 2)
Metal - Diversified — 0.0%
Noranda, Inc. Notes 6.00% due 10/15/15	$	156,000	$	148,405
Multimedia — 0.0%
Quebecor Media, Inc. Senior Notes 7.75% due 03/15/16		125,000		117,812
Oil Companies - Exploration & Production — 0.7%
Compton Petroleum Finance Corp. Company Guar. Notes 7.63% due 12/01/13		945,000		652,050
KazMunaiGaz Finance Sub BV Company Guar. Notes 11.75% due 01/23/15*		250,000		270,313
Nexen, Inc. Senior Notes 5.88% due 03/10/35		159,000		139,835
Nexen, Inc. Senior Notes 7.50% due 07/30/39		145,000		151,881
OPTI Canada, Inc. Senior Sec. Notes 7.88% due 12/15/14		1,350,000		864,000
OPTI Canada, Inc. Senior Notes 8.25% due 12/15/14		235,000		152,750
Talisman Energy, Inc. Senior Notes 7.75% due 06/01/19		240,000		279,279
Woodside Finance, Ltd. Company Guar. Notes 8.13% due 03/01/14*		124,000		137,377
				2,647,485
Oil Companies - Integrated — 0.3%
Ecopetrol SA Notes 7.63% due 07/23/19*		200,000		213,260
Petroleum Co. of Trinidad & Tobago, Ltd. Senior Notes 9.75% due 08/14/19*		350,000		380,187
Petronas Capital, Ltd. Company Guar. Notes 5.25% due 08/12/19*		350,000		348,355
				941,802
Oil - Field Services — 0.2%
North American Energy Partners, Inc. Senior Notes 8.75% due 12/01/11		590,000		542,800
Paper & Related Products — 0.1%
PE Paper Escrow GmbH Senior Sec. Notes 12.00% due 08/01/14*		275,000		284,136
Pipelines — 0.0%
Kinder Morgan Finance Co. ULC Company Guar. Notes 5.70% due 01/05/16		78,000		71,370
Printing - Commercial — 0.0%
Quebecor World Capital Corp. Company Guar. Notes 8.75% due 03/15/16†*(18)(20)		800,000		72,000

89

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
FOREIGN CORPORATE BONDS & NOTES (continued)
Real Estate Operations & Development — 0.0%
Atlantic Finance, Ltd. Notes 8.75% due 05/27/14*	$	140,000	$	138,592
Satellite Telecom — 0.7%
Intelsat Intermediate Holding Co., Ltd. Company Guar. Notes 9.50% due 02/01/15(8)		600,000		585,000
Intelsat Subsidiary Holding Co., Ltd. Company Guar. Notes 8.50% due 01/15/13		475,000		478,562
Intelsat Subsidiary Holding Co., Ltd. Company Guar. Notes 8.88% due 01/15/15		275,000		277,063
Intelsat Subsidiary Holding Co., Ltd. Senior Notes 8.88% due 01/15/15*		1,000,000		1,002,500
				2,343,125
Special Purpose Entities — 0.2%
CCL Finance, Ltd. Company Guar. Notes 9.50% due 08/15/14*		210,000		216,300
Grupo Petrotemex SA de CV Senior Notes 9.50% due 08/19/14*		230,000		237,475
Hellas Telecommunications Luxembourg II Sub. Notes 6.26% due 01/15/15*(4)		560,000		95,200
SMFG Preferred Capital, Ltd. Sub. Notes 6.08% due 01/25/17*(4)(9)		121,000		105,200
				654,175
Steel - Producers — 0.0%
ArcelorMittal Senior Notes 6.13% due 06/01/18		100,000		95,713
Telecom Services — 0.7%
Alestra SA Senior Notes 11.75% due 08/11/14*		110,000		117,232
Global Crossing UK Finance PLC Company Guar. Notes 10.75% due 12/15/14		676,000		608,400
Wind Acquisition Finance SA Company Guar. Bonds 10.75% due 12/01/15*		310,000		333,250
Wind Acquisition Finance SA Senior Notes 11.75% due 07/15/17*		1,235,000		1,339,975
				2,398,857
Telephone - Integrated — 0.5%
British Telecommunications PLC Bonds 9.63% due 12/15/30		170,000		213,771
Q - Tel International Finance, Ltd. Company Guar. Notes 6.50% due 06/10/14*		215,000		232,967
Telecom Italia Capital SA Company Guar. Notes 4.95% due 09/30/14		831,000		857,660
Telefonica Emisiones SAU Company Guar. Notes 5.88% due 07/15/19		240,000		261,074

Security Description		Principal Amount(12)		Market Value (Note 2)
Telephone - Integrated (continued)
Telemar Norte Leste SA Senior Notes 9.50% due 04/23/19*		$	100,000	$	117,743
					1,683,215
Transport - Marine — 0.0%
BW Group, Ltd. Notes 6.63% due 06/28/17			100,000		87,000
Transport - Rail — 0.2%
Canadian National Railway Co. Senior Notes 6.38% due 10/15/11			315,000		345,620
Canadian Pacific Railway Co. Notes 6.50% due 05/15/18			300,000		320,685
					666,305
Warehousing & Harbor Transportation Services — 0.1%
DP World, Ltd. Notes 6.85% due 07/02/37			290,000		224,025
Total Foreign Corporate Bonds & Notes
(cost $21,712,972)					21,344,861
FOREIGN GOVERNMENT AGENCIES — 22.3%
Sovereign — 22.3%
Banco Nacional de Desenvolvimento Economico e Social
Notes 6.50% due 06/10/19*			100,000		104,250
Credit Suisse First Boston International for City of Kiev Ukraine Bonds 8.00% due 11/06/15			230,000		162,173
Federal Republic of Brazil Notes 5.88% due 01/15/19			650,000		671,125
Federal Republic of Brazil Bonds 6.00% due 01/17/17			540,000		564,300
Federal Republic of Brazil Bonds 7.13% due 01/20/37			250,000		276,250
Federal Republic of Brazil Notes 8.00% due 01/15/18			1,142,778		1,299,910
Federal Republic of Brazil Bonds 8.25% due 01/20/34			900,000		1,111,500
Federal Republic of Brazil Notes 8.75% due 02/04/25			875,000		1,097,250
Federal Republic of Brazil Bonds 8.88% due 10/14/19			670,000		835,155
Federal Republic of Brazil Notes 11.00% due 08/17/40			1,165,000		1,531,392
Federal Republic of Brazil Bonds 12.50% due 01/05/22	BRL		910,000		535,947
Federal Republic of Germany Bonds 4.25% due 07/04/14	EUR		230,000		356,264

90

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description		Principal Amount(12)	Market Value (Note 2)
FOREIGN GOVERNMENT AGENCIES (continued)
Sovereign (continued)
Federal Republic of Germany Bonds 4.25% due 07/04/39	EUR	510,000	$	767,649
Federal Republic of Germany Bonds 5.25% due 07/04/10	EUR	975,000		1,450,860
Government of Australia Bonds 6.00% due 02/15/17	AUD	1,630,000		1,431,240
Government of Australia Bonds 6.25% due 06/15/14	AUD	1,800,000		1,581,971
Government of Australia Bonds 6.50% due 05/15/13	AUD	2,280,000		2,009,341
Government of Canada Notes 3.00% due 06/01/14	CAD	1,425,000		1,329,887
Government of Canada Bonds 3.75% due 06/01/12	CAD	2,188,000		2,104,237
Government of Canada Notes 4.25% due 06/01/18	CAD	1,560,000		1,535,932
Government of Japan Bonds 1.30% due 06/20/12	JPY	157,000,000		1,732,971
Government of Japan Bonds 1.40% due 06/20/12	JPY	23,300,000		257,953
Government of Japan Bonds 1.40% due 12/20/15	JPY	237,000,000		2,640,903
Government of Japan Bonds 1.70% due 09/20/17	JPY	219,000,000		2,472,292
Government of Japan Bonds 2.10% due 03/20/27	JPY	81,000,000		884,173
Government of Netherlands Bonds 3.25% due 07/15/15	EUR	933,000		1,365,837
Government of Poland Bonds 6.38% due 07/15/19		545,000		584,715
Kingdom of Norway Bonds 5.00% due 05/15/15	NOK	16,460,000		2,902,172
Kingdom of Norway Bonds 6.50% due 05/15/13	NOK	13,250,000		2,441,775
Kingdom of Spain Bonds 3.15% due 01/31/16	EUR	1,060,000		1,522,898
Kingdom of Sweden Bonds 4.00% due 12/01/09	SEK	5,600,000		794,004
Kingdom of Sweden Bonds 5.39% due 08/12/15	SEK	18,475,000		2,810,135
Kingdom of Sweden Bonds 5.50% due 10/08/12	SEK	11,100,000		1,712,439
Perusahaan Penerbit SBSN Notes 8.80% due 04/23/14*		130,000		146,250

Security Description		Principal Amount(12)	Market Value (Note 2)
Sovereign (continued)
Republic of Argentina Notes 2.50% due 12/31/38(13)	SEK	1,647,637	$	448,981
Republic of Argentina Bonds 5.77% due 12/31/33		1,017,578		590,195
Republic of Colombia Notes 7.38% due 01/27/17		300,000		329,700
Republic of Colombia Notes 7.38% due 03/18/19		657,000		717,444
Republic of Colombia Bonds 7.38% due 09/18/37		975,000		1,018,875
Republic of Columbia Bonds 8.13% due 05/21/24		250,000		281,250
Republic of Georgia Bonds 7.50% due 04/15/13		1,300,000		1,218,750
Republic of Greece Bonds 6.00% due 07/19/19	EUR	675,000		1,081,324
Republic of Indonesia Bonds 6.63% due 02/17/37		565,000		522,698
Republic of Indonesia Senior Bonds 8.50% due 10/12/35		810,000		911,250
Republic of Italy Bonds 4.75% due 02/01/13	EUR	970,000		1,491,159
Republic of Panama Bonds 6.70% due 01/26/36		450,000		457,875
Republic of Peru Bonds 6.55% due 03/14/37		60,000		59,700
Republic of Peru Notes 7.35% due 07/21/25		429,000		467,610
Republic of Peru Bonds 8.75% due 11/21/33		380,000		468,350
Republic of Philippines Bonds 7.75% due 01/14/31		480,000		523,800
Republic of Philippines Bonds 8.38% due 06/17/19		1,253,000		1,464,444
Republic of Philippines Senior Notes 9.50% due 02/02/30		325,000		416,000
Republic of Philippines Notes 10.63% due 03/16/25		415,000		561,806
Republic of South Africa Bonds 6.88% due 05/27/19		425,000		456,344
Republic of South Korea Bonds 7.13% due 04/16/19		900,000		1,017,314
Republic of the Philippines Bonds 6.50% due 01/20/20		660,000		674,025

91

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description		Principal Amount(12)	Market Value (Note 2)
FOREIGN GOVERNMENT AGENCIES (continued)
Sovereign (continued)
Republic of the Philippines Bonds 8.38% due 06/17/19	EUR	132,000	$	154,275
Republic of Turkey Notes 6.88% due 03/17/36		330,000		316,388
Republic of Turkey Bonds 7.00% due 09/26/16		465,000		491,738
Republic of Turkey Notes 7.00% due 06/05/20		540,000		560,925
Republic of Turkey Notes 7.38% due 02/05/25		550,000		579,563
Republic of Turkey Bonds 7.50% due 11/07/19		325,000		351,000
Republic of Turkey Notes 8.00% due 02/14/34		467,000		509,614
Republic of Turkey Notes 9.50% due 01/15/14		480,000		561,600
Republic of Turkey Senior Bonds 11.88% due 01/15/30		440,000		686,400
Republic of Uruguay Notes 7.63% due 03/21/36		200,000		204,500
Republic of Uruguay Bonds 8.00% due 11/18/22		740,000		795,500
Republic of Venezuela Bonds 5.75% due 02/26/16		570,000		390,450
Republic of Venezuela Bonds 7.65% due 04/21/25		360,000		214,200
Republic of Venezuela Notes 8.50% due 10/08/14		390,000		327,600
Republic of Venezuela Bonds 9.00% due 05/07/23		520,000		348,400
Republic of Venezuela Bonds 9.25% due 09/15/27		1,960,000		1,435,700
Republic of Venezuela Bonds 9.25% due 05/07/28		860,000		589,100
Republic of Venezuela Bonds 9.38% due 01/13/34		370,000		251,600
Russian Federation Senior Bonds 7.50% due 03/31/30(13)		5,438,400		5,574,360
Russian Federation Notes 12.75% due 06/24/28		190,000		283,309
United Mexican States Notes 5.63% due 01/15/17		1,024,000		1,036,800
United Mexican States Notes 5.88% due 02/17/14		550,000		580,250

Security Description	Principal Amount(12)		Market Value (Note 2)
Sovereign (continued)
United Mexican States Notes 5.95% due 03/19/19	$	1,630,000	$	1,656,080
United Mexican States Notes 6.05% due 01/11/40		250,000		234,375
United Mexican States Notes 6.75% due 09/27/34		625,000		648,437
United Mexican States Bonds 7.50% due 04/08/33		340,000		382,925
United Mexican States Notes 8.13% due 12/30/19		570,000		679,440
United Mexican States Bonds 8.30% due 08/15/31		310,000		378,200
Total Foreign Government Agencies
(cost $74,184,204)				78,426,773
FOREIGN GOVERNMENT TREASURIES — 1.9%
Sovereign — 1.9%
New South Wales Treasury Corp. Government Guar. Bonds 6.00% due 05/01/12		1,790,000		1,539,863
United Kingdom Gilt Treasury Bonds 4.50% due 03/07/13		1,135,000		1,987,524
United Kingdom Gilt Treasury Bonds 5.00% due 03/07/12		1,080,000		1,897,137
United Kingdom Gilt Treasury Bonds 5.00% due 03/07/18		740,000		1,358,944
Total Foreign Government Treasuries
(cost $6,437,784)				6,783,468
LOANS — 0.2%
Auto/Truck Parts & Equipment - Original — 0.2%
Lear Corp. 10.49% due 04/25/12(5)(14)(15)(20) (cost $580,000)		1,000,000		817,917
U.S. GOVERNMENT AGENCIES — 11.7%
Federal Home Loan Mtg. Corp. — 6.4%
4.13% due 07/12/10		200,000		206,381
4.50% due 02/01/20		284,796		296,158
4.50% due 08/01/20		98,199		102,117
4.50% due 03/01/23		812,257		836,667
4.50% due 01/01/39		650,329		654,420
5.00% due 09/01/18		371,816		392,859
5.00% due 07/01/20		258,916		271,951
5.00% due 05/01/34		484,218		499,473
5.00% due 02/01/35		74,648		77,000
5.00% due 07/01/35		302,119		311,354
5.00% due 10/01/35		203,340		209,555
5.00% due 11/01/35		725,676		747,857
5.00% due 11/01/37		349,738		359,609
5.00% due 03/01/38		510,505		524,913
5.33% due 12/01/35(4)		314,844		329,892
5.50% due 06/01/22		540,469		569,537
5.50% due 07/01/35		230,062		240,689
5.50% due 05/01/37		550,917		574,901
5.50% due 06/01/37		21,398		22,330
5.50% due 10/01/37		3,129,065		3,265,289

92

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount(12)		Market Value (Note 2)
U.S. GOVERNMENT AGENCIES (continued)
Federal Home Loan Mtg. Corp. (continued)
5.50% due 12/01/37	$	389,361	$	406,312
5.50% due 01/01/38		518,847		541,678
5.50% due 02/01/38		604,650		630,973
5.81% due 01/01/37(4)		237,939		250,802
5.95% due 10/01/36(4)		2,019,978		2,121,095
6.00% due 01/01/30		20,944		22,311
6.00% due 02/01/32		118,507		126,092
6.00% due 07/01/35		166,904		176,595
6.00% due 05/01/37		18,137		19,145
6.00% due 10/01/37		345,854		365,072
6.00% due 12/01/37		3,010,785		3,178,084
6.16% due 09/01/36(4)		50,881		53,438
6.50% due 07/01/29		3,456		3,720
6.50% due 12/01/35		1,435		1,531
6.50% due 02/01/36		117,209		125,054
6.50% due 11/01/37		414,529		441,863
6.88% due 09/15/10		772,000		822,587
7.00% due 06/01/29		13,038		14,316
Federal Home Loan Mtg. Corp. REMIC
Series 3102, Class PG 5.00% due 11/15/28		280,000		293,552
Series 3317, Class PD 5.00% due 09/15/31		360,000		378,650
Series 3116, Class PD 5.00% due 10/15/34		1,310,000		1,355,499
Series 3349, Class HB 5.50% due 06/15/31		642,000		675,839
				22,497,160
Federal National Mtg. Assoc. — 4.8%
4.50% due 06/01/19		257,760		269,655
4.50% due 01/01/39		239,733		241,391
4.75% due 12/15/10		251,000		264,522
5.00% due 03/15/16		163,000		178,614
5.00% due 01/01/23		696,622		727,190
5.00% due 04/01/23		510,378		532,774
5.00% due 10/01/35		843,154		868,663
5.00% due 01/01/37		102,478		105,354
5.00% due 03/01/37		120,622		124,007
5.00% due 05/01/37		23,145		23,795
5.00% due 06/01/37		443,159		455,597
5.00% due 07/01/37		695,695		715,220
5.00% due 09/01/37		756,330		777,557
5.00% due 05/01/38		3,029,194		3,113,569
5.37% due 01/01/37(4)		873,043		911,231
5.50% due 03/01/18		15,200		16,222
5.50% due 11/01/22		199,236		209,982
5.50% due 01/01/29		48,098		50,620
5.50% due 05/01/29		16,227		17,052
5.50% due 06/01/34		279,138		292,119
5.50% due 02/01/36(4)		153,335		161,520
5.50% due 09/01/36		1,781,840		1,860,247
5.50% due 11/01/36		6,195		6,467
5.50% due 11/01/36		45,618		47,625
5.50% due 04/01/37		496,942		518,266
5.50% due 03/01/38		326,149		340,024
5.50% due 03/01/38		207,805		216,645
6.00% due 02/01/32		56,149		59,690
6.00% due 10/01/34		2,574		2,727
6.00% due 10/01/34		2,516		2,666
6.00% due 07/01/37		243,697		257,010
6.00% due 08/01/37		647,102		682,453
6.00% due 10/01/37		589,793		622,013
6.50% due 12/01/31		66,413		71,720
6.50% due 02/01/35		71,315		76,501

Security Description	Principal Amount/ Shares(12)		Market Value (Note 2)
Federal National Mtg. Assoc. (continued)
6.50% due 07/01/36	$	230,002	$	246,511
6.50% due 11/01/37		1,310,788		1,404,258
8.50% due 08/01/31		10,111		11,550
Federal National Mtg. Assoc. REMIC
Series 2005 - 12, Class BE 5.00% due 11/25/30		350,000		367,171
				16,850,198
Government National Mtg. Assoc. — 0.5%
6.00% due 09/15/38		1,756,180		1,854,725
Total U.S. Government Agencies
(cost $39,564,723)				41,202,083
U.S. GOVERNMENT TREASURIES — 5.2%
United States Treasury Bonds — 0.9%
3.50% due 02/15/39		394,000		348,074
3.63% due 04/15/28 TIPS(16)		586,612		707,051
4.25% due 05/15/39		412,000		416,571
4.38% due 02/15/38		604,000		622,969
4.50% due 05/15/38		503,000		529,722
5.25% due 11/15/28		127,000		145,455
8.13% due 08/15/19		117,000		161,570
				2,931,412
United States Treasury Notes — 4.3%
0.88% due 05/31/11		1,500,000		1,501,465
2.00% due 11/30/13		328,000		327,001
2.13% due 01/31/10		500,000		503,887
2.25% due 05/31/14		2,106,000		2,100,899
2.38% due 08/31/14		144,000		143,899
2.63% due 06/30/14		2,127,000		2,154,751
2.75% due 02/28/13		105,000		108,773
2.75% due 02/15/19		860,000		814,111
3.25% due 05/31/16		2,000,000		2,035,468
3.38% due 07/31/13		449,000		474,011
3.50% due 02/15/18		234,000		236,998
3.63% due 12/31/12		900,000		959,062
3.63% due 08/15/19		220,000		224,125
3.88% due 05/15/18		57,000		59,262
4.00% due 02/15/15		500,000		536,289
4.25% due 08/15/15		90,000		97,566
4.50% due 11/15/15		536,000		588,176
4.63% due 11/15/16		130,000		143,295
4.88% due 04/30/11		1,700,000		1,814,485
6.50% due 02/15/10		300,000		308,449
				15,131,972
Total U.S. Government Treasuries
(cost $18,005,191)				18,063,384
COMMON STOCK — 0.2%
Building Products - Doors & Windows — 0.0%
Masonite Worldwide Holdings†		407		16,463
Energy - Alternate Sources — 0.0%
VeraSun Energy Corp.†(7)		50,000		0
Food - Misc. — 0.0%
Wornick Co.†(5)(6)(7)		1,722		86,100
Gambling (Non - Hotel) — 0.0%
Shreveport Gaming Holdings, Inc.†(5)(6)(7)		1,280		19,251
Independent Power Producers — 0.0%
Mirant Corp.†		902		15,199
Medical - Outpatient/Home Medical — 0.0%
Critical Care Systems International, Inc.†(5)(6)(7)		5,372		1,343

93

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

Security Description	Principal Amount/ Shares(12)			Market Value (Note 2)
COMMON STOCK (continued)
Oil Companies - Exploration & Production — 0.2%
EXCO Resources, Inc.†		41,578		$	609,534
Paper & Related Products — 0.0%
Caraustar Industries, Inc.†(7)		42			70,434
Retail - Music Store — 0.0%
MTS, Inc.†(5)(6)(7)		3,863			0
Total Common Stock
(cost $1,460,377)					818,324
PREFERRED STOCK — 0.3%
Banks - Commercial — 0.1%
CoBank ACB 11.00%*		5,396			265,079
Banks - Money Center — 0.1%
Santander Finance Preferred SA 4.00%(4)		11,600			182,468
Banks - Super Regional — 0.0%
Wachovia Capital Trust IX 6.38%		4,350			87,870
Diversified Financial Services — 0.0%
General Electric Capital Corp. 8.00%(8)		6,436			144,166
Finance - Mortgage Loan/Banker — 0.0%
Freddie Mac 0.00%(4)		5,100			10,914
Special Purpose Entity — 0.1%
Structured Repackaged Asset - Backed Trust Securities 3.00%(4)		9,200			165,600
Total Preferred Stock
(cost $1,126,254)					856,097
WARRANTS — 0.0%
Building Products - Doors & Windows — 0.0%
Masonite Worldwide Holdings Expires 06/09/14 (strike price $55.31)†		1,970			6,895
Masonite Worldwide Holdings Expires 06/09/16 (strike price $55.31)†		1,477			5,169
					12,064
Oil Companies - Exploration & Production — 0.0%
Transmeridian Exploration, Inc. Expires 12/15/10 (strike price $4.31)†(7)		6,905			0
Total Warrants
(cost $18,990)					12,064
Total Long - Term Investment Securities
(cost $311,478,973)					312,552,085
REPURCHASE AGREEMENT — 9.1%
Agreement with State Street Bank & Trust Co., bearing interest at 0.01%, dated 08/31/09, to be repurchased 09/01/09 in the amount of $32,087,009 and collateralized by $33,070,000 of United States Treasury Bills, bearing interest at 0.35% due 12/31/09 and having an approximate value of $33,050,158 (cost $32,087,000)	$	32,087,000			32,087,000
TOTAL INVESTMENTS
(cost $343,565,973)(17)		98.0	%		344,639,085
Other assets less liabilities		2.0			6,858,737
NET ASSETS		100.0	%	$	351,497,822

* 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 August 31, 2009, the aggregate value of these securities was $44,660,355 representing 12.7% of net assets. Unless otherwise indicated these securities are not considered to be illiquid.

† Non-income producing security

(1) Commercial Mortgage Backed Security

(2) Collateralized Mortgage Obligation

(3) Variable Rate Security—the rate reflected is as of August 31, 2009, maturity date reflects the stated maturity date.

(4) Floating rate security where the rate fluctuates. The rate moves up or down at each reset date. The rate reflected is as of August 31, 2009.

(5) 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 contactual 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 a 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 August 31, 2009, the Strategic Bond Fund held the following restricted securities:

Name	Acquisi- tion Date	Principal Amount/ Shares		Acquisi- tion 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	$	1,343	$	0.25	0.00	%
ICO North America, Inc. 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		49,000		35.00	0.01
Lear Corp. Loan Agreement 10.49% due 04/25/12	05/13/09	$	1,000,000		580,000		817,917		81.79	0.23
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		19,251		15.04	0.01
Wornick Co. Common Stock	08/08/08		1,722		225,265		86,100		50.00	0.02
						$	973,916			0.27	%

94

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2009 — (continued)

(6) Illiquid security. At August 31, 2009, the aggregate value of these securities was $694,874 representing 0.2% of net assets.

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

(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) 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) Principal amount of security is adjusted for inflation.

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

(18) Bond in default

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

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

(21) Company has filed for Chapter 7 bankruptcy protection.

(22) Company has filed for bankruptcy in country of issuance.

(23) Bond is in default of interest subsequent to August 31, 2009.

(24) Variable Rate Security—the rate reflected is as of August 31, 2009, maturity date reflects the next reset date.

TIPS—Treasury Inflation Protected Securities

REMIC—Real Estate Mortgage Investment Conduit

Currency Legend

AUD—Australian Dollar

BRL—Brazilian Real

CAD—Canadian Dollar

EUR—Euro Dollar

JPY—Japanese Yen

NOK—Norwegian Krone

SEK—Swedish Krona

The following is a summary of the inputs used to value the Fund’s net assets as of August 31, 2009 (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	$	–	$	5,871,175	$	–	$	5,871,175
Convertible Bonds & Notes		–		41,750		49,000		90,750
U.S. Corporate Bonds & Notes		–		135,139,955		3,125,234		138,265,189
Foreign Corporate Bonds & Notes		–		21,344,861		–		21,344,861
Foreign Government Agencies		–		78,426,773		–		78,426,773
Foreign Government Treasuries		–		6,783,468		–		6,783,468
Loans		–		817,917		–		817,917
U.S. Government Agencies		–		41,202,083		–		41,202,083
U.S. Government Treasuries		18,063,384		–		–		18,063,384
Common Stock		641,196		–		177,128		818,324
Preferred Stock		591,018		265,079		–		856,097
Warrants		12,064		–		0		12,064
Repurchase Agreement		–		32,087,000		–		32,087,000
Total	$	19,307,662	$	321,980,061	$	3,351,362	$	344,639,085

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 8/31/2008	$	104,000		$	470,831		$	1,217,669		$	110,871		$	91,210		$	69
Accrued discounts/ premiums		–			(311	)		427			–			–			–
Realized gain(loss)		–			35,555			(24,916	)		(15	)		(116,546	)		–
Change in unrealized appreciation (depreciation)		(65,000	)		(531,330	)		117,742			66,274			25,336			(69	)
Net purchases (sales)		10,000			1,198,529			(1,310,922	)		(2	)		(0	)		–
Transfers in and/or out of Level 3		–			1,951,960			–			–			–			–
Balance as of 8/31/2009	$	49,000		$	3,125,234		$	–		$	177,128		$	–		$	0

See Notes to Financial Statements

95

VALIC Company II

STATEMENT OF ASSETS AND LIABILITIES — August 31, 2009

	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)*	$	–		$	48,547,911		$	–		$	146,168,308		$	176,528,598		$	536,355,981
Long-term investment securities, at market value (affiliated)*		93,779,196			–			57,736,775			–			–			–
Short-term investment securities, at market value (unaffiliated)*		–			–			–			–			–			–
Short-term investment securities, at market value (affiliated)*		–			–			–			–			–			–
Repurchase agreements (cost approximates market value)		–			–			–			12,099,000			5,234,000			13,602,000
Total Investments		93,779,196			48,547,911			57,736,775			158,267,308			181,762,598			549,957,981
Cash		15,497			22,088			9,185			886			40,673			355
Foreign cash*		–			–			–			–			–			1,964,427
Receivable for:
Trust shares sold		140,802			27,667			34,524			385,818			496,985			196,696
Dividends and interest		–			74,323			–			1,592,377			4,423,040			478,828
Investments sold		–			–			–			2,641,732			6,487,507			35,181,107
Prepaid expenses and other assets		6,977			10,487			6,627			10,729			10,093			16,738
Due from investment adviser for expense reimbursements/fee waivers		20,576			8,096			21,001			15,912			–			8,623
TOTAL ASSETS		93,963,048			48,690,572			57,808,112			162,914,762			193,220,896			587,804,755
LIABILITIES:
Payable for:
Trust shares reacquired		5,514			1,531			3,307			16,935			23,035			109,160
Investments purchased		135,287			–			31,217			2,546,741			1,567,492			23,785,539
Investment advisory and management fees		7,811			23,522			4,826			66,228			102,751			385,830
Shareholder services fee		–			10,692			–			33,114			40,159			117,918
Administrative service fee		–			2,994			–			9,272			11,244			33,017
Transfer agent fees and expenses		289			480			343			504			496			486
Trustees’ fees and expenses		69,262			80,828			57,877			157,880			134,419			366,832
Other accrued expenses		49,076			60,622			51,962			112,886			95,291			280,641
Variation margin on futures contracts		–			–			–			–			–			–
Due to custodian		–			–			–			–			–			–
TOTAL LIABILITIES		267,239			180,669			149,532			2,943,560			1,974,887			25,079,423
NET ASSETS	$	93,695,809		$	48,509,903		$	57,658,580		$	159,971,202		$	191,246,009		$	562,725,332
NET ASSETS REPRESENTED BY:
Trust shares at par value of $0.01 per share	$	134,544		$	64,563		$	60,040		$	160,539		$	281,886		$	513,888
Additional paid-in capital		123,436,595			75,539,221			61,532,285			162,047,716			231,238,891			782,244,043
Accumulated undistributed net investment income (loss)		1,563,756			378,294			1,881,837			8,644,148			17,716,611			6,587,486
Accumulated undistributed net realized gain (loss) on investments, futures contracts, securities sold short, foreign exchange transactions and capital gain distributions received from underlying funds		(44,851,438	)		(26,428,778	)		(13,362,300	)		(10,005,354	)		(47,291,333	)		(302,575,094	)
Unrealized appreciation (depreciation) on investments		13,412,352			(1,043,397	)		7,546,718			(875,847	)		(10,700,046	)		76,010,136
Unrealized appreciation (depreciation) on futures contracts and options contracts		–			–			–			–			–			–
Unrealized foreign exchange gain (loss) on other assets and liabilities		–			–			–			–			–			(55,127	)
NET ASSETS	$	93,695,809		$	48,509,903		$	57,658,580		$	159,971,202		$	191,246,009		$	562,725,332
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		13,454,410			6,456,326			6,003,955			16,053,912			28,188,555			51,388,795
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE	$	6.96		$	7.51		$	9.60		$	9.96		$	6.78		$	10.95
* Cost
Long-term investment securities (unaffiliated)	$	–		$	49,591,308		$	–		$	147,044,155		$	187,228,644		$	460,345,845
Long-term investment securities (affiliated)	$	80,366,844		$	–		$	50,190,057		$	–		$	–		$	–
Short-term investment securities (unaffiliated)	$	–		$	–		$	–		$	–		$	–		$	–
Short-term investment securities (affiliated)	$	–		$	–		$	–		$	–		$	–		$	–
Foreign cash	$	–		$	–		$	–		$	–		$	–		$	1,966,120

See Notes to Financial Statements

96

VALIC Company II

STATEMENT OF ASSETS AND LIABILITIES — August 31, 2009 — (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)*	$	156,724,542		$	153,594,628		$	473,065,581		$	–		$	–
Long-term investment securities, at market value (affiliated)*		–			–			–			141,931,692			–
Short-term investment securities, at market value (unaffiliated)*		–			–			2,136,000			–			220,910,809
Short-term investment securities, at market value (affiliated)*		958,928			–			–			–			–
Repurchase agreements (cost approximates market value)		–			4,984,000			3,654,000			–			36,736,000
Total Investments		157,683,470			158,578,628			478,855,581			141,931,692			257,646,809
Cash		–			872			683			14,627			8,364
Foreign cash*		–			2			38			–			–
Receivable for:
Trust shares sold		139,462			126,096			306,017			224,328			48,176
Dividends and interest		300,614			57,283			684,690			–			180,285
Investments sold		–			1,204,082			3,672,496			–			–
Prepaid expenses and other assets		14,629			59,612			57,475			8,031			19,017
Due from investment adviser for expense reimbursements/fee waivers		5,568			34,261			–			17,229			16,859
TOTAL ASSETS		158,143,743			160,060,836			483,576,980			142,195,907			257,919,510
LIABILITIES:
Payable for:
Trust shares reacquired		9,369			41,904			28,418			8,464			1,165,048
Investments purchased		20			854,915			4,108,372			215,864			3,004,929
Investment advisory and management fees		66,092			100,789			288,541			11,827			54,633
Shareholder services fee		33,046			33,721			100,397			–			54,633
Administrative service fee		9,253			9,442			28,111			–			15,297
Transfer agent fees and expenses		476			447			1,573			289			173
Trustees’ fees and expenses		205,406			97,425			405,556			115,205			223,825
Other accrued expenses		109,272			81,155			158,773			57,931			159,130
Variation margin on futures contracts		–			–			–			–			–
Due to custodian		–			–			–			–			–
TOTAL LIABILITIES		432,934			1,219,798			5,119,741			409,580			4,677,668
NET ASSETS	$	157,710,809		$	158,841,038		$	478,457,239		$	141,786,327		$	253,241,842
NET ASSETS REPRESENTED BY:
Trust shares at par value of $0.01 per share	$	168,254		$	274,549		$	376,344		$	140,087		$	2,538,295
Additional paid-in capital		277,595,530			212,952,656			619,774,482			159,312,844			251,288,511
Accumulated undistributed net investment income (loss)		2,644,385			(123,818	)		4,668,055			3,282,609			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		(131,875,053	)		(69,352,215	)		(160,692,256	)		(43,977,785	)		(611,463	)
Unrealized appreciation (depreciation) on investments		9,177,693			15,089,702			14,328,585			23,028,572			–
Unrealized appreciation (depreciation) on futures contracts and options contracts		–			–			–			–			–
Unrealized foreign exchange gain (loss) on other assets and liabilities		–			164			2,029			–			–
NET ASSETS	$	157,710,809		$	158,841,038		$	478,457,239		$	141,786,327		$	253,241,842
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		16,825,382			27,454,908			37,634,357			14,008,703			253,829,528
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE	$	9.37		$	5.79		$	12.71		$	10.12		$	1.00
*   Cost
Long-term investment securities (unaffiliated)	$	147,546,849		$	138,504,926		$	458,736,996		$	118,903,120		$	–
Long-term investment securities (affiliated)	$	–		$	–		$	–		$	–		$	–
Short-term investment securities (unaffiliated)	$	–		$	–		$	2,136,000		$	–		$	220,910,809
Short-term investment securities (affiliated)	$	958,928		$	–		$	–		$	–		$	–
Foreign cash	$	–		$	2		$	38		$	–		$	–

See Notes to Financial Statements

97

VALIC Company II

STATEMENT OF ASSETS AND LIABILITIES — August 31, 2009 — (continued)

	SMALL CAP GROWTH FUND			SMALL CAP VALUE FUND			SOCIALLY RESPONSIBLE FUND			STRATEGIC BOND FUND
ASSETS:
Long-term investment securities, at market value (unaffiliated)*	$	41,118,053		$	335,778,672		$	624,977,909		$	312,552,085
Long-term investment securities, at market value (affiliated)*		–			–			–			–
Short-term investment securities, at market value (unaffiliated)*		1,390,000			–			27,499,630			–
Short-term investment securities, at market value (affiliated)*		–			–			–			–
Repurchase agreements (cost approximates market value)		–			9,715,000			3,730,000			32,087,000
Total Investments		42,508,053			345,493,672			656,207,539			344,639,085
Cash		2,065			752			759			–
Foreign cash*		–			–			–			1,093,854
Receivable for:
Trust shares sold		39,528			412,592			5,256			427,928
Dividends and interest		5,717			423,892			970,912			5,601,501
Investments sold		–			850,187			–			3,693,844
Prepaid expenses and other assets		10,571			14,045			221,534			11,217
Due from investment adviser for expense reimbursements/fee waivers		12,537			22,959			3,473			–
TOTAL ASSETS		42,578,471			347,218,099			657,409,473			355,467,429
LIABILITIES:
Payable for:
Trust shares reacquired		10,527			64,690			111,007			19,535
Investments purchased		88,851			876,031			–			3,165,933
Investment advisory and management fees		30,218			192,451			138,498			162,003
Shareholder services fee		8,888			72,386			138,498			72,508
Administrative service fee		2,488			20,268			38,779			20,302
Transfer agent fees and expenses		513			439			567			810
Trustee’s fees and expenses		65,708			178,927			422,170			208,346
Other accrued expenses		61,374			123,863			190,995			216,584
Variation margin on futures contracts		–			137,640			236,775			–
Due to custodian		–			–			–			103,586
TOTAL LIABILITIES		268,567			1,666,695			1,277,289			3,969,607
NET ASSETS	$	42,309,904		$	345,551,404		$	656,132,184		$	351,497,822
NET ASSETS REPRESENTED BY:
Trust shares at par value of $0.01 per share	$	45,456		$	349,814		$	734,795		$	341,439
Additional paid-in capital		54,079,373			416,445,523			953,123,292			370,372,184
Accumulated undistributed net investment income (loss)		(70,938	)		3,540,183		��	10,826,622			17,992,786
Accumulated undistributed net realized gain (loss) on investments, futures contracts, securities sold short, foreign exchange transactions and capital gain distributions received from underlying funds		(12,421,674	)		(45,298,753	)		(317,238,545	)		(38,329,535	)
Unrealized appreciation (depreciation) on investments		677,687			(30,275,352	)		5,589,257			1,073,112
Unrealized appreciation (depreciation) on futures contracts and options contracts		–			789,989			3,096,763			–
Unrealized foreign exchange gain (loss) on other assets and liabilities		–			–			–			47,836
NET ASSETS	$	42,309,904		$	345,551,404		$	656,132,184		$	351,497,822
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		4,545,636			34,981,421			73,479,474			34,143,883
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE	$	9.31		$	9.88		$	8.93		$	10.29
*   Cost
Long-term investment securities (unaffiliated)	$	40,440,366		$	366,054,024		$	619,388,652		$	311,478,973
Long-term investment securities (affiliated)	$	–		$	–		$	–		$	–
Short-term investment securities (unaffiliated)	$	1,390,000		$	–		$	27,499,630		$	–
Short-term investment securities (affiliated)	$	–		$	–		$	–		$	–
Foreign cash	$	–		$	–		$	–		$	1,068,719

See Notes to Financial Statements

98

VALIC Company II

STATEMENT OF OPERATIONS — For the Year Ended August 31, 2009

		AGGRESSIVE GROWTH LIFESTYLE FUND			CAPITAL APPRECIATION FUND			CONSERVATIVE GROWTH LIFESTYLE FUND			CORE BOND FUND			HIGH YIELD BOND FUND
INVESTMENT INCOME:
Dividends (unaffiliated)		$	–		$	947,438		$	–		$	105,118		$	41,500
Dividends (affiliated)			1,701,163			–			1,990,008			–			–
Interest (unaffiliated)			163			4,181			–			9,842,137			19,640,624
Total investment income*			1,701,326			951,619			1,990,008			9,947,255			19,682,124
EXPENSES:
Investment advisory and management fees			75,124			328,862			50,461			808,526			1,123,823
Administrative service fee			–			41,855			–			113,224			113,610
Shareholder services fee			–			149,483			–			404,371			405,752
Transfer agent fees and expenses			1,193			1,874			1,254			1,901			1,892
Registration fees			641			641			641			641			641
Custodian and accounting fees			14,529			10,846			14,749			80,217			51,318
Reports to shareholders			26,279			16,059			16,853			65,208			61,459
Audit and tax fees			28,655			30,535			33,183			34,632			33,302
Legal fees			18,977			17,807			16,536			29,203			33,989
Trustees’ fees and expenses			16,445			27,106			9,075			41,596			53,246
Interest expense			58			1,582			–			1,850			–
Interest expense on securities sold short			–			–			–			–			39,190
Other expenses			10,137			5,940			13,447			9,336			8,447
Total expenses before fee waivers, expense reimbursements, and fees paid indirectly			192,038			632,590			156,199			1,590,705			1,926,669
Fees waived and expenses reimbursed by investment advisor (Note 3)			(116,916	)		(124,348	)		(105,738	)		(345,242	)		(280,702	)
Fees paid indirectly (Note 7)			–			–			–			–			–
Net expenses			75,122			508,242			50,461			1,245,463			1,645,967
Net investment income (loss)			1,626,204			443,377			1,939,547			8,701,792			18,036,157
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES:
Net realized gain (loss) on investments (unaffiliated)			–			(16,022,420	)		–			(6,920,989	)		(41,288,465	)
Net realized gain (loss) on investments (affiliated)			(30,379,452	)		–			(12,555,353	)		–			–
Net realized gain (loss) from capital gain distributions from underlying funds (affiliated)			2,124,571			–			987,611			–			–
Net realized gain (loss) on futures contracts			–			–			–			–			–
Net realized gain (loss) on securities sold short			–			–			–			–			(177,938	)
Net realized foreign exchange gain (loss) on other assets and liabilities			–			–			–			–			2,622
Net realized gain (loss) on investments and foreign currencies			(28,254,881	)		(16,022,420	)		(11,567,742	)		(6,920,989	)		(41,463,781	)
Change in unrealized appreciation (depreciation) on investments (unaffiliated)	��		–			(10,135,724	)		–			6,557,132			10,088,701
Change in unrealized appreciation (depreciation) on investments (affiliated)			18,732,132			–			8,830,618			–			–
Change in unrealized appreciation (depreciation) on futures contracts			–			–			–			–			–
Change in unrealized foreign exchange gain (loss) on other assets and liabilities			–			–			–			–			(3,580	)
Change in unrealized appreciation (depreciation) on securities sold short			–			–			–			–			–
Change in accrued capital gains tax on unrealized appreciation (depreciation)			–			–			–			–			–
Net unrealized gain (loss) on investments and foreign currencies			18,732,132			(10,135,724	)		8,830,618			6,557,132			10,085,121
Net realized and unrealized gain (loss) on investments and foreign currencies			(9,522,749	)		(26,158,144	)		(2,737,124	)		(363,857	)		(31,378,660	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		$	(7,896,545	)	$	(25,714,767	)	$	(797,577	)	$	8,337,935		$	(13,342,503	)
*   Net of foreign withholding taxes on interest and dividends of		$	–		$	585		$	–		$	–		$	10,469

See Notes to Financial Statements

99

VALIC Company II

STATEMENT OF OPERATIONS — For the Year Ended August 31, 2009 — (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)	$	13,146,224		$	4,113,564		$	775,138		$	9,177,634		$	–		$	–
Dividends (affiliated)		–			–			–			–			3,513,387			–
Interest (unaffiliated)		77,470			5,409			11,253			18,561			–			4,466,301
Total investment income*		13,223,694			4,118,973			786,391			9,196,195			3,513,387			4,466,301
EXPENSES:
Investment advisory and management fees		4,000,608			828,008			1,050,949			2,971,971			120,920			751,656
Administrative service fee		341,303			115,921			97,595			288,625			–			210,464
Shareholder services fee		1,218,940			414,004			348,553			1,030,802			–			751,656
Transfer agent fees and expenses		1,720			1,715			1,682			5,509			1,193			690
Registration fees		641			641			641			641			641			–
Custodian and accounting fees		359,398			47,328			45,490			153,418			13,483			46,665
Reports to shareholders		179,280			61,674			97,799			136,869			44,810			139,321
Audit and tax fees		43,384			32,472			32,462			32,998			28,655			40,400
Legal fees		52,891			25,859			27,351			53,208			23,394			93,913
Trustees’ fees and expenses		203,854			69,693			34,664			136,867			22,084			97,202
Interest expense		–			–			–			26			167			–
Interest expense on securities sold short		–			–			–			–			–			–
Other expenses		16,760			12,428			6,730			13,158			10,400			137,799
Total expenses before fee waivers, expense reimbursements, and fees paid indirectly		6,418,779			1,609,743			1,743,916			4,824,092			265,747			2,269,766
Fees waived and expenses reimbursed by investment advisor (Note 3)		(1,543,020	)		(268,372	)		(558,835	)		(494,725	)		(144,828	)		(616,123	)
Fees paid indirectly (Note 7)		–			(9,377	)		(69,765	)		(118,529	)		–			–
Net expenses		4,875,759			1,331,994			1,115,316			4,210,838			120,919			1,653,643
Net investment income (loss)		8,347,935			2,786,979			(328,925	)		4,985,357			3,392,468			2,812,658
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES:
Net realized gain (loss) on investments (unaffiliated)		(237,008,281	)		(93,421,179	)		(55,272,212	)		(133,820,859	)		–			122,315
Net realized gain (loss) on investments (affiliated)		–			–			–			–			(42,187,627	)		–
Net realized gain (loss) from capital gain distributions from underlying funds (affiliated)		–			–			–			–			2,554,372			–
Net realized gain (loss) on futures contracts		–			–			–			–			–			–
Net realized gain (loss) on securities sold short		–			–			–			–			–			–
Net realized foreign exchange gain (loss) on other assets and liabilities		(1,689,206	)		–			(51,766	)		2,508			–			–
Net realized gain (loss) on investments and foreign currencies		(238,697,487	)		(93,421,179	)		(55,323,978	)		(133,818,351	)		(39,633,255	)		122,315
Change in unrealized appreciation (depreciation) on investments (unaffiliated)		121,468,678			20,093,536			8,448,927			31,672,803			–			–
Change in unrealized appreciation (depreciation) on investments (affiliated)		–			–			–			–			28,745,258			–
Change in unrealized appreciation (depreciation) on futures contracts		–			–			–			–			–			–
Change in unrealized foreign exchange gain (loss) on other assets and liabilities		2,084			–			168			(18	)		–			–
Change in unrealized appreciation (depreciation) on securities sold short		–			–			–			–			–			–
Change in accrued capital gains tax on unrealized appreciation (depreciation)		4,037			–			–			–			–			–
Net unrealized gain (loss) on investments and foreign currencies		121,474,799			20,093,536			8,449,095			31,672,785			28,745,258			–
Net realized and unrealized gain (loss) on investments and foreign currencies		(117,222,688	)		(73,327,643	)		(46,874,883	)		(102,145,566	)		(10,887,997	)		122,315
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(108,874,753	)	$	(70,540,664	)	$	(47,203,808	)	$	(97,160,209	)	$	(7,495,529	)	$	2,934,973
*   Net of foreign withholding taxes on interest and dividends of	$	841,472		$	–		$	13,460		$	20,414		$	–		$	–

See Notes to Financial Statements

100

VALIC Company II

STATEMENT OF OPERATIONS — For the Year Ended August 31, 2009 — (continued)

	SMALL CAP GROWTH FUND			SMALL CAP VALUE FUND			SOCIALLY RESPONSIBLE FUND			STRATEGIC BOND FUND
INVESTMENT INCOME:
Dividends (unaffiliated)	$	95,026		$	6,040,456		$	14,164,114		$	84,884
Dividends (affiliated)		–			–			–			–
Interest (unaffiliated)		1,482			43,623			134,762			22,700,133
Total investment income*		96,508			6,084,079			14,298,876			22,785,017
EXPENSES:
Investment advisory and management fees		296,061			1,703,767			1,522,194			1,641,613
Administrative service fee		24,381			178,098			426,214			201,826
Shareholder services fee		87,077			636,064			1,522,194			720,806
Transfer agent fees and expenses		1,912			1,672			1,735			3,364
Registration fees		641			641			–			641
Custodian and accounting fees		28,225			67,129			118,099			167,930
Reports to shareholders		16,580			94,504			220,904			107,210
Audit and tax fees		31,171			32,461			32,472			33,302
Legal fees		17,096			36,485			68,599			42,280
Trustees’ fees and expenses		9,875			73,776			256,961			96,322
Interest expense		10			–			–			–
Interest expense on securities sold short		–			–			–			–
Other expenses		5,711			8,929			25,009			10,371
Total expenses before fee waivers, expense reimbursements, and fees paid indirectly		518,740			2,833,526			4,194,381			3,025,665
Fees waived and expenses reimbursed by investment advisor (Note 3)		(114,705	)		(416,481	)		(784,666	)		(459,595	)
Fees paid indirectly (Note 7)		(4,066	)		(8,037	)		(110,252	)		–
Net expenses		399,969			2,409,008			3,299,463			2,566,070
Net investment income (loss)		(303,461	)		3,675,071			10,999,413			20,218,947
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES:
Net realized gain (loss) on investments (unaffiliated)		(10,731,731	)		(40,726,168	)		(224,073,945	)		(36,013,397	)
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		–			(2,776,951	)		(8,574,521	)		–
Net realized gain (loss) on securities sold short		–			–			–			–
Net realized foreign exchange gain (loss) on other assets and liabilities		–			(628	)		–			39,195
Net realized gain (loss) on investments and foreign currencies		(10,731,731	)		(43,503,747	)		(232,648,466	)		(35,974,202	)
Change in unrealized appreciation (depreciation) on investments (unaffiliated)		3,158,863			(7,027,046	)		37,376,624			16,436,086
Change in unrealized appreciation (depreciation) on investments (affiliated)		–			–			–			–
Change in unrealized appreciation (depreciation) on futures contracts		–			239,705			3,253,626			–
Change in unrealized foreign exchange gain (loss) on other assets and liabilities		–			–			–			27,499
Change in unrealized appreciation (depreciation) on securities sold short		–			–			–			–
Change in accrued capital gains tax on unrealized appreciation (depreciation)		–			–			–			–
Net unrealized gain (loss) on investments and foreign currencies		3,158,863			(6,787,341	)		40,630,250			16,463,585
Net realized and unrealized gain (loss) on investments and foreign currencies		(7,572,868	)		(50,291,088	)		(192,018,216	)		(19,510,617	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(7,876,329	)	$	(46,616,017	)	$	(181,018,803	)	$	708,330
*   Net of foreign withholding taxes on interest and dividends of	$	–		$	2,495		$	1,269		$	7,816

See Notes to Financial Statements

101

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 Year Ended August 31, 2009			For the Year Ended August 31, 2008			For the Year Ended August 31, 2009			For the Year Ended August 31, 2008			For the Year Ended August 31, 2009			For the Year Ended August 31, 2008			For the Year Ended August 31, 2009			For the Year Ended August 31, 2008
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income (loss)		$	1,626,204		$	1,912,845		$	443,377		$	46,275		$	1,939,547		$	1,428,512		$	8,701,792		$	11,188,598
Net realized gain (loss) on investments and foreign currencies			(28,254,881	)		75,562			(16,022,420	)		547,946			(11,567,742	)		(824,429	)		(6,920,989	)		(1,112,408	)
Net unrealized gain (loss) on investments and foreign currencies			18,732,132			(10,620,104	)		(10,135,724	)		(6,137,877	)		8,830,618			(3,199,506	)		6,557,132			(4,521,211	)
	��
Net increase (decrease) in net assets resulting from operations			(7,896,545	)		(8,631,697	)		(25,714,767	)		(5,543,656	)		(797,577	)		(2,595,423	)		8,337,935			5,554,979
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income			(1,922,321	)		(1,354,973	)		(56,733	)		(293,483	)		(1,434,347	)		(750,110	)		(11,242,372	)		(7,643,239	)
Net realized gain on securities			(16,646,026	)		(5,384,479	)		–			–			(936,600	)		(2,156,674	)		–			–
Total distributions to shareholders			(18,568,347	)		(6,739,452	)		(56,733	)		(293,483	)		(2,370,947	)		(2,906,784	)		(11,242,372	)		(7,643,239	)
Net increase (decrease) in net assets resulting from capital share transactions (Note 6)			28,696,809			24,614,065			(15,492,949	)		11,342,708			2,382,030			15,050,507			(46,176,230	)		818,223
TOTAL INCREASE (DECREASE) IN NET ASSETS			2,231,917			9,242,916			(41,264,449	)		5,505,569			(786,494	)		9,548,300			(49,080,667	)		(1,270,037	)
NET ASSETS:
Beginning of period			91,463,892			82,220,976			89,774,352			84,268,783			58,445,074			48,896,774			209,051,869			210,321,906
End 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
† Includes accumulated undistributed net investment income (loss) of		$	1,563,756		$	1,859,873		$	378,294		$	(8,350	)	$	1,881,837		$	1,376,637		$	8,644,148		$	11,099,829

See Notes to Financial Statements

102

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 Year Ended August 31, 2009			For the Year Ended August 31, 2008			For the Year Ended August 31, 2009			For the Year Ended August 31, 2008			For the Year Ended August 31, 2009			For the Year Ended August 31, 2008			For the Year Ended August 31, 2009			For the Year Ended August 31, 2008
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income (loss)	$	18,036,157		$	17,238,531		$	8,347,935		$	6,889,118		$	2,786,979		$	5,254,969		$	(328,925	)	$	(390,941	)
Net realized gain (loss) on investments and foreign currencies		(41,463,781	)		(5,786,953	)		(238,697,487	)		(26,585,391	)		(93,421,179	)		(37,948,519	)		(55,323,978	)		(12,874,328	)
Net unrealized gain (loss) on investments and foreign currencies		10,085,121			(15,325,877	)		121,474,799			(125,664,932	)		20,093,536			(29,832,747	)		8,449,095			(696,457	)
Net increase (decrease) in net assets resulting from operations		(13,342,503	)		(3,874,299	)		(108,874,753	)		(145,361,205	)		(70,540,664	)		(62,526,297	)		(47,203,808	)		(13,961,726	)
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		(16,902,354	)		(11,547,138	)		(7,222,320	)		(4,197,999	)		(5,298,743	)		(4,004,916	)		–			–
Net realized gain on securities		–			(418,421	)		(37,148,329	)		(64,539,195	)		–			(21,726,382	)		(869,715	)		(9,204,742	)
Total distributions to shareholders		(16,902,354	)		(11,965,559	)		(44,370,649	)		(68,737,194	)		(5,298,743	)		(25,731,298	)		(869,715	)		(9,204,742	)
Net increase (decrease) in net assets resulting from capital share transactions (Note 6)		14,778,758			29,425,377			89,619,614			104,605,997			(75,085,149	)		(21,614,897	)		(7,285,965	)		152,602,228
TOTAL INCREASE (DECREASE) IN NET ASSETS		(15,466,099	)		13,585,519			(63,625,788	)		(109,492,402	)		(150,924,556	)		(109,872,492	)		(55,359,488	)		129,435,760
NET ASSETS:
Beginning of period		206,712,108			193,126,589			626,351,120			735,843,522			308,635,365			418,507,857			214,200,526			84,764,766
End 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
† Includes accumulated undistributed net investment income (loss) of	$	17,716,611		$	16,579,000		$	6,587,486		$	7,041,614		$	2,644,385		$	5,158,193		$	(123,818	)	$	(77,308	)

See Notes to Financial Statements

103

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 Year Ended August 31, 2009			For the Year Ended August 31, 2008			For the Year Ended August 31, 2009			For the Year Ended August 31, 2008			For the Year Ended August 31, 2009			For the Year Ended August 31, 2008			For the Year Ended August 31, 2009			For the Year Ended August 31, 2008
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income (loss)	$	4,985,357		$	2,357,782		$	3,392,468		$	3,290,471		$	2,812,658		$	10,308,158		$	(303,461	)	$	(385,324	)
Net realized gain (loss) on investments and foreign currencies		(133,818,351	)		(15,953,974	)		(39,633,255	)		(427,885	)		122,315			(710,001	)		(10,731,731	)		(958,492	)
Net unrealized gain (loss) on investments and foreign currencies		31,672,785			(74,783,922	)		28,745,258			(12,546,586	)		–			–			3,158,863			(8,131,161	)
Net increase (decrease) in net assets resulting from operations		(97,160,209	)		(88,380,114	)		(7,495,529	)		(9,684,000	)		2,934,973			9,598,157			(7,876,329	)		(9,474,977	)
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		(2,455,687	)		(2,292,818	)		(3,304,776	)		(1,727,644	)		(2,812,871	)		(10,307,945	)		–			–
Net realized gain on securities		(10,286,997	)		(41,513,324	)		(3,892,788	)		(6,928,952	)		–			–			(493,157	)		(3,340,790	)
Total distributions to shareholders		(12,742,684	)		(43,806,142	)		(7,197,564	)		(8,656,596	)		(2,812,871	)		(10,307,945	)		(493,157	)		(3,340,790	)
Net increase (decrease) in net assets resulting from capital share transactions (Note 6)		(29,789,926	)		225,217,503			10,774,203			41,494,524			(76,092,412	)		(7,127,812	)		2,618,493			4,198,513
TOTAL INCREASE (DECREASE) IN NET ASSETS		(139,692,819	)		93,031,247			(3,918,890	)		23,153,928			(75,970,310	)		(7,837,600	)		(5,750,993	)		(8,617,254	)
NET ASSETS:
Beginning of period		618,150,058			525,118,811			145,705,217			122,551,289			329,212,152			337,049,752			48,060,897			56,678,151
End 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
† Includes accumulated undistributed net investment income (loss) of	$	4,668,055		$	2,133,327		$	3,282,609		$	3,194,917		$	26,499		$	2,935		$	(70,938	)	$	(68,219	)

See Notes to Financial Statements

104

VALIC Company II

STATEMENTS OF CHANGES IN NET ASSETS — (continued)

	SMALL CAP VALUE FUND						SOCIALLY RESPONSIBLE FUND						STRATEGIC BOND FUND
	For the Year Ended August 31, 2009			For the Year Ended August 31, 2008			For the Year Ended August 31, 2009			For the Year Ended August 31, 2008			For the Year Ended August 31, 2009			For the Year Ended August 31, 2008
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income (loss)	$	3,675,071		$	2,737,636		$	10,999,413		$	14,048,666		$	20,218,947		$	18,937,658
Net realized gain (loss) on investments and foreign currencies		(43,503,747	)		13,451,096			(232,648,466	)		(80,483,327	)		(35,974,202	)		1,321,006
Net unrealized gain (loss) on investments and foreign currencies		(6,787,341	)		(27,447,509	)		40,630,250			(37,068,935	)		16,463,585			(11,583,267	)
Net Increase (decrease) in net assets resulting from operations		(46,616,017	)		(11,258,777	)		(181,018,803	)		(103,503,596	)		708,330			8,675,397
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		(2,764,873	)		(1,520,081	)		(14,145,313	)		(9,110,635	)		(24,084,315	)		(13,699,386	)
Net realized gain on securities		(14,835,780	)		(11,979,931	)		(2,733,593	)		(53,348,629	)		–			(2,092,167	)
Total distributions to shareholders		(17,600,653	)		(13,500,012	)		(16,878,906	)		(62,459,264	)		(24,084,315	)		(15,791,553	)
Net increase (decrease) in net assets resulting from capital share transactions (Note 6)		103,411,217			71,411,193			(58,962,191	)		153,048,571			19,978,350			70,284,184
TOTAL INCREASE (DECREASE) IN NET ASSETS		39,194,547			46,652,404			(256,859,900	)		(12,914,289	)		(3,397,635	)		63,168,028
NET ASSETS:
Beginning of period	$	306,356,857			259,704,453		$	912,992,084			925,906,373		$	354,895,457			291,727,429
End of period†	$	345,551,404		$	306,356,857		$	656,132,184		$	912,992,084		$	351,497,822		$	354,895,457
† Includes accumulated undistributed net investment income (loss) of	$	3,540,183		$	2,635,052		$	10,826,622		$	13,972,523		$	17,992,786		$	23,731,037

See Notes to Financial Statements

105

VALIC Company II

NOTES TO FINANCIAL STATEMENTS

Note 1 — Organization

VALIC Company II, formerly known as AIG Retirement Company II, (“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 the Funds 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 the Funds enter into contracts that contain the obligation to indemnify others. The Funds maximum exposure under these arrangements is unknown. Currently, however, the Funds expect 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. 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. 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.

106

VALIC Company II

NOTES TO FINANCIAL STATEMENTS — (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, the Trust’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, quoted prices in inactive 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 August 31, 2009 are reported on a schedule following the Portfolio of Investments.

B. Derivative Instruments

The following tables present the value of derivatives held as of August 31, 2009, 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 August 31, 2009:

	Small Cap Value Fund
	Asset Derivatives 2009		Liability Derivatives 2009
Derivative Contracts(1)	Statements of Assets and Liabilities Location	Fair Value	Statements of Assets and Liabilities Location	Fair Value
Equity contracts			Variation margin on futures contracts	$137,640

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/Change in unrealized appreciation (depreciation) on futures contracts	$	2,167,156	$	1,064,871

	Socially Responsible Fund
	Asset Derivatives 2009		Liability Derivatives 2009
Derivative Contracts(1)	Statements of Assets and Liabilities Location	Fair Value	Statements of Assets and Liabilities Location	Fair Value
Equity contracts			Variation margin on futures contracts	$	236,775

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(3)	Net realized gain (loss) on futures/Change in unrealized appreciation (depreciation) on futures contracts	$	3,204,635	$	8,023,203

(1) The Fund’s derivative contracts held during the six months ended August 31, 2009, 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 of futures contracts was $33,533

(3) The average notional par amount outstanding of futures contracts was $70,375

107

VALIC Company II

NOTES TO FINANCIAL STATEMENTS — (continued)

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 August 31, 2009, none of the Funds had open forward contracts which are reported on a schedule following each Fund’s Portfolio of Investments.

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 August 31, 2009, the following Funds had open futures contracts: Small 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.

Swap Contracts. Certain Funds may enter into credit default, interest rate, equity and/or total return swap contracts. Generally, a swap contract is a privately negotiated agreement between a Fund and a counterparty to exchange or swap investment cash flows, assets, foreign currencies or market-linked returns at specified, future intervals. Swap contracts are either marked-to-market daily based upon quotations from market makers or are calculated using standard models and current market data. Any change, in market value is recorded as an unrealized gain or loss. In connection with these contracts, securities or cash may be identified as collateral in accordance with the terms of the respective swap contract to provide assets of value and recourse in the event of default or bankruptcy/insolvency. The Funds amortize upfront payments and receipts on the swap contracts on a daily basis. A liquidation payment received or made at the termination of the swap is recorded as realized gain or loss. Net periodic payments made or received by the Funds are included as part of realized gain (loss).

Credit Default Swap Agreements. Certain Funds may enter into credit default swap agreements (“credit default swaps”) for various purposes, including managing credit risk (i.e., hedging), enhancing returns or speculation. As of August 31, 2009, none of the Funds had open credit default swaps.

Credit default swaps are bilateral contracts in which one party makes periodic fixed-rate payments or a one time premium payment (referred to as the buyer of protection) to another party (the seller of protection) in exchange for the right to receive a specified payment in the event of a default or other credit event for the referenced entity, obligation or index. As a seller of protection on credit default swaps, a Fund will generally receive from the buyer of protection a fixed rate of income throughout the term of the swap provided that there is no credit event. As the seller, a Fund would effectively add leverage to its portfolio because, in addition to its total net assets, a Fund would be subject to investment exposure on the notional amount of the swap.

If a Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, a Fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

As a buyer of protection on credit default swaps, a Fund will make periodic payments, similar to an insurance premium, the seller of protection agrees to compensate the Fund for future potential losses as a result of a credit event on the reference bond or other asset. The Fund effectively transfers the credit event risk of the reference bond or asset from it to the seller of protection.

108

VALIC Company II

NOTES TO FINANCIAL STATEMENTS — (continued)

If a Fund is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, a Fund will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. Recovery values are assumed by market makers considering either industry standard recovery rates or entity specific factors and considerations until a credit event occurs. If a credit event has occurred, the recovery value is determined by a facilitated auction whereby a minimum number of allowable broker bids, together with a specified valuation method, are used to calculate the settlement value.

Credit default swaps on corporate issues or sovereign issues of an emerging country are bilateral contracts in which the buyer of protection makes periodic fixed payments or a one time premium payment to the seller of protection in exchange for the right to receive a specified payment in the event of a default or other credit event. If a credit event occurs and cash settlement is not elected, a variety of other deliverable obligations may be delivered in lieu of the specific referenced obligation. The ability to deliver other obligations may result in a cheapest-to-deliver option (the buyer of protection’s right to choose the deliverable obligation with the lowest value following a credit event). A Fund may use credit default swaps on corporate issues or sovereign issues of an emerging country to provide a measure of protection against defaults of the issuers (i.e., to reduce credit risk where a Fund owns or has exposure to the referenced obligation) or to take a speculative credit position with an active long or short position with respect to the likelihood of a particular issuer’s default.

Credit default swaps on asset-backed securities are bilateral contracts in which the buyer of protection makes periodic fixed-rate payments or a one time premium payment to the seller of protection in exchange for the right to receive a specified payment in the event of a default or other credit event. Unlike credit default swaps on corporate issues or sovereign issues of an emerging country, deliverable obligations in most instances would be limited to the specific referenced obligation as performance for asset-backed securities can vary across deals. Prepayments, principal paydowns, and other writedown or loss events on the underlying mortgage loans will reduce the outstanding principal balance of the referenced obligation. These reductions may be temporary or permanent as defined under the terms of the swap agreement and the notional amount for the swap agreement will be adjusted by corresponding amounts. A Fund may use credit default swaps on asset-backed securities to provide a measure of protection against defaults of the referenced obligation or to take a speculative credit position with an active long or short position with respect to the likelihood of a particular referenced obligation’s default.

Credit default swaps on credit indices are bilateral contracts in which the buyer of protection makes periodic fixed-rate payments or a one time premium payment to the seller of protection in exchange for the right to receive a specified payment in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising the credit index. A credit index is a list of a basket of credit instruments or exposures designed to be representative of some part of the credit market as a whole. These indices are made up of reference credits that are judged by a poll of dealers to be the most liquid entities in the credit default swap market based on the sector of the index. Components of the indices may include, but are not limited to, investment grade securities, high yield securities, assetbacked securities, emerging markets, and/or various credit ratings within each sector. Credit indices are traded using credit default swaps with standardized terms including a fixed spread and standard maturity dates. An index credit default swap references all the names in the index, and if there is a default, the credit event is settled based on that name’s weight in the index. The composition of the indices changes periodically, usually every six months, and for most indices, each name has an equal weight in the index. A Fund may use credit default swaps on credit indices to hedge a portfolio of credit default swaps or bonds which is less expensive than it would be to enter into many credit default swaps to achieve a similar effect. Credit-default swaps on indices are used for protecting investors owning bonds against default, and also to speculate on changes in credit quality.

Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swaps on corporate issues or sovereign issues of an emerging country as of period end are disclosed in the footnotes to the Schedules of Investments and serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. For credit default swaps on asset-based securities and credit indices, the quoted market prices and resulting values serve as the indicator of the current status of the payment/performance risk. Wider credit spreads and increasing market values, in absolute terms when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.

The maximum potential amount of future payments (undiscounted) that a Fund as a seller of protection could be required to make under a credit default swap would be an amount equal to the notional amount of the agreement. Notional amounts of all credit default swaps outstanding as of August 31, 2009 for which a Fund is the seller of protection, if any, are disclosed in the footnotes to the Portfolio of Investments. These potential amounts would be partially offset by any recovery values of the respective referenced obligations, upfront payments received upon entering into the agreement, or net amounts received from the settlement of buy protection credit default swaps entered into by a Fund for the same referenced entity or entities.

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 August 31, 2009, the Core Bond Fund held two structured securities and the Strategic 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).

109

VALIC Company II

NOTES TO FINANCIAL STATEMENTS — (continued)

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. Short Sales

All Funds, except for the Money Market II Fund and the three Lifestyle Funds, may engage in “short sales against the box.” This technique involves selling either a security that a Fund owns, or a security equivalent in kind and amount to the security sold short. A Fund may enter into a short sale against the box to hedge against anticipated declines in the market price of that security. The High Yield Bond Fund and Strategic Bond Fund may also engage in “naked” short sales. To complete such transactions, the Fund must borrow the security to make delivery to the buyer. The Fund then is obligated to replace the security borrowed by purchasing it at market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by the Fund. Until the security is replaced, the Fund is required to pay to the lender any dividends or interest that accrue during the period of the loan. To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the security sold. The proceeds of the short sale will be retained by the broker, to the extent necessary to meet margin requirements, until the short position is closed out. Until the Fund replaces a borrowed security, the Fund will maintain daily a segregated account, containing cash or liquid securities, at such a level that (i) the amount deposited in the account plus the amount deposited with the broker as collateral will equal the current value of the security sold short and (ii) the amount deposited in the segregated account plus the amount deposited with the broker as collateral will not be less than the market value of the security at the time it was sold short. Liabilities for securities sold short are reported at market value in the financial statements. Such liabilities are subject to off balance sheet risk to the extent of any future increases in market value of the securities sold short. The ultimate liability for securities sold short could exceed the liabilities recorded in the Statement of Assets and Liabilities. The Fund bears the risk of potential inability of the broker to meet their obligation to perform.

E. Repurchase Agreements

The Funds, along with other affiliated registered investment companies, pursuant to exemptive relief granted by the Securities and Exchange Commission, 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 August 31, 2009, the following funds held an undivided interest in the joint repurchase agreement with UBS Securities, LLC:

Fund	Percentage Ownership		Principal Amount
Money Market II	9.18	%	$	36,736,000

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

UBS Securities, LLC, dated August 31, 2009, bearing interest at a rate of 0.18% per annum, with a principal amount of $400,000,000, a repurchase price of $400,002,000, and maturity date of September 1, 2009. 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	2.38	%	01/15/25	$	347,603,900	$	408,000,078

F. 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.

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.

110

VALIC Company II

NOTES TO FINANCIAL STATEMENTS — (continued)

G. 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 2005.

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 assets over $100 million
Large Cap Value Fund	0.50%
Mid Cap Growth Fund	0.80% on the first $50 million
	0.75% on the next $50 million
	0.70% on the next $150 million
	0.65% on the next $250 million
	0.60% on assets over $500 million
Mid Cap Value Fund	0.75% on the first $100 million
	0.725% on the next $150 million
	0.70% on the next $250 million
	0.675% on the next $250 million
	0.65% on the assets over $750 million
Moderate Growth Lifestyle Fund	0.10%
Money Market II Fund	0.25%

111

VALIC Company II

NOTES TO FINANCIAL STATEMENTS — (continued)

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%
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 July 24, 2009, the management fee for High Yield Bond Fund was 0.70% on the first $200 million, 0.60% on the next $300 million, and 0.55% on assets over $500 million.

VALIC entered into sub-advisory agreements with the following:

AIG Global Investment Corp. (“AIGGIC”)—subadviser for the International Small Cap Equity Fund, Socially Responsible Fund, Strategic Bond Fund, Core Bond Fund, Aggressive, Moderate and Conservative Growth Lifestyle Funds.

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

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

Invesco Aim Capital Management, Inc.—subadviser for the Mid Cap Growth Fund.

JP Morgan Investment Advisors Inc.—subadviser for Small Cap Value Fund.

J.P. Morgan Investment Management Inc.—subadviser for the Small Cap Growth Fund.

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

SunAmerica Asset Management Corp. (“SunAmerica”)—subadviser for the Money Market II Fund.

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

* Effective July 24, 2009 Wellington Management Co. LLP replaced AIGGIC as subadviser of the High Yield Bond 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 Directors 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	0.99	%
International Small Cap Equity	1.00	%
Large Cap Value	0.81	%
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	%

112

VALIC Company II

NOTES TO FINANCIAL STATEMENTS — (continued)

For the period ended August 31, 2009, VALIC has agreed to reimburse expenses as follows:

Fund	Amount
Aggressive Growth Lifestyle	$	116,916
Capital Appreciation		124,348
Conservative Growth Lifestyle		105,738
Core Bond		345,242
High Yield Bond		280,702
International Small Cap Equity		1,543,020
Large Cap Value		268,372
Mid Cap Growth		558,835
Mid Cap Value		494,725
Moderate Growth Lifestyle		144,828
Money Market II		616,123
Small Cap Growth		114,705
Small Cap Value		416,481
Socially Responsible		784,666
Strategic Bond		459,595

VC II, on behalf of each Fund, has entered into an Administrative Services Agreement with SunAmerica. SunAmerica receives from each Fund, other than the Lifestyle Funds, 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 of Trustees, 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 August 31, 2009, VC II accrued $2,153,116 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 August 31, 2009, VC II accrued $29,306 in transfer agency and services fees.

VC II, on behalf of each Fund, 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 August 31, 2009, VC II accrued $7,689,702 in shareholder service expenses.

On January 23, 2001, the Board of Trustees 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 August 31, 2009, VC II has deferred $12,221 of trustee compensation.

On January 23, 2001, the Board of Trustees 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 freeze on future accruals does not apply to Participants that have commenced receiving benefits under the Retirement Plan on or before December 31, 2008.

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 August 31, 2009		Retirement Plan Expense		Retirement Plan Payments
Fund			For the period ended August 31, 2009
Aggressive Growth Lifestyle	$	63,846	$	2,329	$	10,769
Capital Appreciation		75,285		14,980		12,930
Conservative Growth Lifestyle		54,407		—		8,161

113

VALIC Company II

NOTES TO FINANCIAL STATEMENTS — (continued)

	Retirement Plan Liability as of August 31, 2009		Retirement Plan Expense		Retirement Plan Payments
Fund			For the period ended August 31, 2009
Core Bond	$	139,131	$	3,019	$	23,434
High Yield Bond		120,530		19,551		20,237
International Small Cap Equity		340,021		116,476		55,427
Large Cap Value		193,871		37,041		32,415
Mid Cap Growth		94,235		15,010		16,013
Mid Cap Value		382,247		67,470		64,076
Moderate Growth Lifestyle		106,995		—		17,239
Money Market II		195,641		30,515		33,278
Small Cap Growth		61,046		2,590		10,594
Small Cap Value		162,547		27,676		27,364
Socially Responsible		401,916		152,207		67,339
Strategic Bond		191,286		44,622		32,047

At August 31, 2009, VALIC, through their 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	99.07	%
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	99.78	%

As disclosed in the schedule of investments, certain Funds own securities issued by AIG or an affiliate thereof. As of August 31, 2009, 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*	$	1,701,163	$	2,124,571
Conservative Growth Lifestyle	Various VC II Funds*		1,990,008		987,611
Moderate Growth Lifestyle	Various VC II Funds*		3,513,387		2,554,372

Fund	Security	Market Value at 08/31/08		Cost of Purchases†		Proceeds from Sales		Realized Gain/(Loss)			Change in Unrealized Gain/(Loss)	Market Value at 08/31/09
Aggressive Growth Lifestyle	Various VC II Funds*	$	91,616,795	$	130,626,566	$	116,816,845	$	(30,379,452	)	18,732,132	$	93,779,196
Conservative Growth Lifestyle	Various VC II Funds*		58,567,566		95,250,436		92,356,492		(12,555,353	)	8,830,618	$	57,736,775
Moderate Growth Lifestyle	Various VC II Funds*		145,945,620		225,773,298		216,344,857		(42,187,627	)	28,745,258	$	141,931,692

* See Portfolio of Investments for details.

† Includes reinvestment of distributions paid.

On various days from September 24, 2008 through March 4, 2009, the Large Cap Value Fund invested in a State Street Time Deposit. Since SSgA Funds Management, Inc., the subadviser for the Large Cap Value Fund, is an affiliate of the Fund’s custodian bank, State Street Bank and Trust Company, the Fund’s investment in the State Street Time Deposit was not permitted. On March 5, 2009, the Fund ceased investing in State Street Time Deposits, resulting in no gain or loss to the Fund.

On March 4, 2009, AIG, the ultimate parent of VALIC, the Funds’ investment adviser, American General Distributors, Inc., the Funds’ distributor, SunAmerica, the subadvisor to the Money Market II Fund and the Funds’ administrator and AIGGIC, subadviser to certain Funds, 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

114

VALIC Company II

NOTES TO FINANCIAL STATEMENTS — (continued)

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 August 31, 2009, 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	$	130,626,566	$	116,816,845	$	—	$	—
Capital Appreciation		32,635,129		47,132,787		—		—
Conservative Growth Lifestyle		95,250,436		92,356,492		—		—
Core Bond		172,341,653		198,907,783		37,969,985		64,768,636
High Yield Bond		167,514,146		140,365,350		—		—
International Small Cap Equity		662,795,181		625,480,584		—		—
Large Cap Value		312,503,442		386,410,391		—		—
Mid Cap Growth		161,166,962		164,511,344		—		—
Mid Cap Value		351,346,002		377,019,606		—		—
Moderate Growth Lifestyle		225,773,299		216,344,857		—		—
Small Cap Growth		31,449,069		29,160,206		—		—
Small Cap Value		177,583,740		81,531,287		1,875,608		1,140,000
Socially Responsible		512,657,635		561,814,872		—		—
Strategic Bond		327,502,265		312,116,364		31,138,812		43,361,234

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 August 31, 2009:

Fund	Identified Cost of Investments Owned		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
Aggressive Growth Lifestyle	$	116,072,728	$	13,412,352	$	(35,705,884	)	$	(22,293,532	)
Capital Appreciation		49,591,308		4,101,497		(5,144,894	)		(1,043,397	)
Conservative Growth Lifestyle		58,190,521		7,546,718		(8,000,464	)		(453,746	)
Core Bond		159,311,619		5,985,448		(7,029,759	)		(1,044,311	)
High Yield Bond		193,196,284		8,773,541		(20,207,227	)		(11,433,686	)
International Small Cap Equity		477,894,959		91,389,190		(19,326,168	)		72,063,022
Large Cap Value		158,775,532		15,146,275		(16,238,337	)		(1,092,062	)
Mid Cap Growth		143,960,688		21,550,320		(6,932,380	)		14,617,940
Mid Cap Value		475,077,710		48,023,287		(44,245,416	)		3,777,871
Moderate Growth Lifestyle		144,256,616		23,028,572		(25,353,496	)		(2,324,924	)
Money Market II		257,646,809		—		—			—
Small Cap Growth		42,997,231		5,058,692		(5,547,870	)		(489,178	)
Small Cap Value		380,330,831		31,498,717		(66,335,876	)		(34,837,159	)
Socially Responsible		725,390,881		45,657,259		(114,840,601	)		(69,183,342	)
Strategic Bond		344,871,615		17,331,975		(17,564,505	)		(232,530	)

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		—

115

VALIC Company II

NOTES TO FINANCIAL STATEMENTS — (continued)

	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
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.

The tax character of distributions paid during the year ended August 31, 2008 were as follows:

	Tax Distributions
Fund	Ordinary Income		Long-Term Capital Gains
Aggressive Growth Lifestyle	$	1,704,533	$	5,034,919
Capital Appreciation		293,483		—
Conservative Growth Lifestyle		1,039,974		1,866,810
Core Bond		7,643,239		—
High Yield Bond		11,547,138		418,421
International Small Cap Equity		30,991,372		37,745,822
Large Cap Value		17,023,310		8,707,988
Mid Cap Growth		2,729,499		6,475,243
Mid Cap Value		13,215,384		30,590,758
Moderate Growth Lifestyle		2,475,944		6,180,652
Money Market II		10,307,945		—
Small Cap Growth		—		3,340,790
Small Cap Value		5,112,231		8,387,781
Socially Responsible		51,293,942		11,165,322
Strategic Bond		14,683,243		1,108,310

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

116

VALIC Company II

NOTES TO FINANCIAL STATEMENTS — (continued)

The Funds indicated below utilized capital loss carryforwards, which offset net taxable gains realized in the current year.

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

Under the tax law, capital losses related to securities and foreign currency realized after October 31 and prior to the Fund’s fiscal year end may be deferred as occurring on the first day of the following year. For the fiscal year ended August 31, 2009, the Funds elected to defer capital losses as follows:

Fund	Deferred Post-October Capital Loss		Deferred Post-October Currency Loss
Aggressive Growth Lifestyle	$	8,078,695	$	—
Capital Appreciation		13,993,671		—
Conservative Growth Lifestyle		3,422,941		—
Core Bond		4,433,925		—
High Yield Bond		38,359,142		—
International Small Cap Equity		206,202,157		1,241,420
Large Cap Value		59,649,894		—
Mid Cap Growth		42,104,205		40,410
Mid Cap Value		86,002,825		—
Moderate Growth Lifestyle		16,046,459		—
Money Market II		—		—
Small Cap Growth		8,446,334		—
Small Cap Value		34,134,519		628
Socially Responsible		140,945,706		—
Strategic Bond		27,523,664		469,555

For the period ended August 31, 2009, the reclassifications arising from book/tax differences resulted in increases (decreases) that were primarily due to tax treatment of net investment losses, principal paydown adjustments, non-deductible expenses, disposition of passive foreign investment companies securities, dispositions of partnership interests, and foreign currency transactions to the components of net assets as follows:

Fund	Accumulated Undistributed Net Investment Income (Loss)			Accumulated Undistributed Net Realized Gain (Loss)			Capital Paid-in
Aggressive Growth Lifestyle	$	—		$	—		$	—
Capital Appreciation		—			—			—
Conservative Growth Lifestyle		—			—			—
Core Bond		84,899			(84,899	)		—
High Yield Bond		3,808			(3,808	)		—
International Small Cap Equity		(1,579,743	)		1,579,743			—
Large Cap Value		(2,044	)		—			2,044
Mid Cap Growth		282,415			11,915			(294,330	)
Mid Cap Value		5,058			(5,058	)		—
Moderate Growth Lifestyle		—			—			—
Money Market II		23,777			(23,777	)		—
Small Cap Growth		300,742			—			(300,742	)
Small Cap Value		(5,067	)		5,067			—
Socially Responsible		(1	)		1			—
Strategic Bond		(1,872,883	)		1,872,883			—

117

VALIC Company II

NOTES TO FINANCIAL STATEMENTS — (continued)

Note 6 — Capital Share Transactions

Transactions in capital shares of each Fund were as follows:

	Aggressive Growth Lifestyle										Capital Appreciation
	For the year ended August 31, 2009					For the year ended August 31, 2008					For the year ended August 31, 2009					For the year ended August 31, 2008
	Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount
Shares sold	3,637,116		$	24,145,585		3,667,472		$	42,768,939		6,042,880		$	42,025,732		7,552,349		$	81,750,758
Reinvested dividends	3,246,215			18,568,347		560,687			6,739,452		9,077			56,733		25,432			293,483
Shares redeemed	(2,031,987	)		(14,017,123	)	(2,155,304	)		(24,894,326	)	(8,358,861	)		(57,575,414	)	(6,593,258	)		(70,701,533	)
Net increase (decrease)	4,851,344		$	28,696,809		2,072,855		$	24,614,065		(2,306,904	)	$	(15,492,949	)	984,523		$	11,342,708
	Conservative Growth Lifestyle										Core Bond
	For the year ended August 31, 2009					For the year ended August 31, 2008					For the year ended August 31, 2009					For the year ended August 31, 2008
	Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount
Shares sold	2,324,504		$	20,426,844		2,692,820		$	28,928,353		8,848,969		$	81,631,099		13,294,040		$	135,644,719
Reinvested dividends	283,606			2,370,947		265,702			2,906,784		1,273,202			11,242,372		758,258			7,643,239
Shares redeemed	(2,318,797	)		(20,415,761	)	(1,575,838	)		(16,784,630	)	(14,798,816	)		(139,049,701	)	(13,992,688	)		(142,469,735	)
Net increase (decrease)	289,313		$	2,382,030		1,382,684		$	15,050,507		(4,676,645	)	$	(46,176,230	)	59,610		$	818,223
	High Yield Bond										International Small Cap Equity
	For the year ended August 31, 2009					For the year ended August 31, 2008					For the year ended August 31, 2009					For the year ended August 31, 2008
	Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount
Shares sold	8,118,492		$	48,446,436		9,109,967		$	80,115,160		12,654,204		$	130,918,500		9,442,440		$	165,694,088
Reinvested dividends	3,394,047			16,902,354		1,378,521			11,965,559		4,935,556			44,370,649		4,089,066			68,737,194
Shares redeemed	(7,839,847	)		(50,570,032	)	(7,197,434	)		(62,655,342	)	(9,157,588	)		(85,669,535	)	(7,779,781	)		(129,825,285	)
Net increase (decrease)	3,672,692		$	14,778,758		3,291,054		$	29,425,377		8,432,172		$	89,619,614		5,751,725		$	104,605,997
	Large Cap Value										Mid Cap Growth
	For the year ended August 31, 2009					For the year ended August 31, 2008					For the year ended August 31, 2009					For the year ended August 31, 2008
	Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount
Shares sold	3,410,696		$	31,880,879		6,858,111		$	98,210,693		3,834,838		$	18,810,279		22,051,824		$	170,228,034
Reinvested dividends	616,133			5,298,743		1,760,007			25,731,298		198,113			869,715		1,070,319			9,204,742
Shares redeemed	(11,876,207	)		(112,264,771	)	(10,532,062	)		(145,556,888	)	(5,451,442	)		(26,965,959	)	(3,300,761	)		(26,830,548	)
Net increase (decrease)	(7,849,378	)	$	(75,085,149	)	(1,913,944	)	$	(21,614,897	)	(1,418,491	)	$	(7,285,965	)	19,821,382		$	152,602,228
	Mid Cap Value										Moderate Growth Lifestyle
	For the year ended August 31, 2009					For the year ended August 31, 2008					For the year ended August 31, 2009					For the year ended August 31, 2008
	Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount
Shares sold	6,510,404		$	70,686,565		18,468,891		$	297,945,454		3,243,677		$	29,608,043		5,356,467		$	65,504,176
Reinvested dividends	1,308,284			12,742,684		2,549,834			43,806,142		847,770			7,197,564		688,671			8,656,596
Shares redeemed	(10,556,581	)		(113,219,175	)	(6,785,192	)		(116,534,093	)	(2,866,116	)		(26,031,404	)	(2,663,219	)		(32,666,248	)
Net increase (decrease)	(2,737,893	)	$	(29,789,926	)	14,233,533		$	225,217,503		1,225,331		$	10,774,203		3,381,919		$	41,494,524
	Money Market II										Small Cap Growth
	For the year ended August 31, 2009					For the year ended August 31, 2008					For the year ended August 31, 2009					For the year ended August 31, 2008
	Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount
Shares sold	141,264,764		$	141,264,764		324,079,374		$	324,079,374		1,577,913		$	12,168,853		1,334,056		$	16,992,503
Reinvested dividends	2,812,871			2,812,871		10,307,945			10,307,945		68,781			493,157		249,685			3,340,790
Shares redeemed	(220,170,046	)		(220,170,046	)	(341,515,131	)		(341,515,131	)	(1,295,696	)		(10,043,517	)	(1,273,361	)		(16,134,780	)
Net increase (decrease)	(76,092,412	)	$	(76,092,412	)	(7,127,812	)	$	(7,127,812	)	350,998		$	2,618,493		310,380		$	4,198,513

118

VALIC Company II

NOTES TO FINANCIAL STATEMENTS — (continued)

	Small Cap Value										Socially Responsible
	For the year ended August 31, 2009					For the year ended August 31, 2008					For the year ended August 31, 2009					For the year ended August 31, 2008
	Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount
Shares sold	13,117,309		$	109,310,853		9,631,386		$	129,073,247		7,569,714		$	60,850,253		22,156,419		$	278,444,392
Reinvested dividends	2,133,412			17,600,653		994,842			13,500,012		2,309,016			16,878,906		5,008,762			62,459,264
Shares redeemed	(2,543,446	)		(23,500,289	)	(5,270,030	)		(71,162,066	)	(16,526,587	)		(136,691,350	)	(15,688,784	)		(187,855,085	)
Net increase (decrease)	12,707,275		$	103,411,217		5,356,198		$	71,411,193		(6,647,857	)	$	(58,962,191	)	11,476,397		$	153,048,571
	Strategic Bond
	For the year ended August 31, 2009					For the year ended August 31, 2008
	Shares		Amount			Shares		Amount
Shares sold	8,671,352		$	83,320,957		9,891,159		$	111,918,441
Reinvested dividends	2,843,485			24,084,315		1,426,518			15,791,553
Shares redeemed	(9,334,223	)		(87,426,922	)	(5,097,882	)		(57,425,810	)
Net increase (decrease)	2,180,614		$	19,978,350		6,219,795		$	70,284,184

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 August 31, 2009, 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	$	9,377
Mid Cap Growth		69,765
Mid Cap Value		118,529
Small Cap Growth		4,066
Small Cap Value		8,037
Socially Responsible		110,252

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 33.2% and 11.7%, 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 and Strategic Bond Fund. At the end of the period, the International Small Cap Equity Fund had 28.6% of its net assets invested in equity securities domiciled in Japan. At the end of the period, Strategic Bond Fund had 22.3% of its net assets invested in securities issued by foreign government agencies.

Note 9 — Lines of Credit

Except for the VC II Large Cap Value Fund, VC I and VC II have established an $85 million committed and a $40 million uncommitted line of credit with State Street Bank and Trust Company (“State Street”), the Funds’ custodian. Interest is currently payable at the Federal Funds Rate plus 50 basis points on the committed line and State Street’s discretionary bid rate on the uncommitted line of credit. There is also a commitment fee of 10 basis points per annum for the daily unused portion of the committed line of credit, which is included in interest expense on the Statement of Operations. Borrowings under the line of credit will commence when the Fund’s cash shortfall exceeds $100,000.

119

VALIC Company II

NOTES TO FINANCIAL STATEMENTS — (continued)

For the period ended August 31, 2009, the following Funds had borrowings:

Fund	Days Outstanding	Interest Charges		Average Debt Utilized		Weighted Average Interest
Aggressive Growth Lifestyle	26	$	58	$	111,360	0.72	%
Capital Appreciation	62		1,582		1,292,437	0.71	%
Core Bond	35		1,850		1,105,552	1.32	%
Mid Cap Value	3		26		450,176	0.69	%
Moderate Growth Lifestyle	51		167		165,222	0.71	%
Small Cap Growth	5		10		98,142	0.71	%

As of August 31, 2009, 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 August 31, 2009, 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 August 31, 2009, the following Funds engaged in security transactions with affiliated Funds:

Fund	Cost of Purchases		Proceed from Sales		Realized Gain/ Loss
High Yield Bond	$	5,078,303	$	—	$	—
Mid Cap Growth		1,797,655		1,304,795		(887,130	)
Strategic Bond		—		5,078,303		(2,036,798	)

Note 12 — Other Matters

On March 31, 2009, the U.S. Department of the Treasury (“Treasury”) announced an extension of the Treasury’s Temporary Guarantee Program for Money Market II Fund (the “Program”) until September 18, 2009. On April 3, 2009, the Board of Trustees (the ”Board”) of the Fund approved the continued participation of the Money Market II Fund in the Program. The Program’s guarantee only applies to shareholders of the Money Market II Fund as of the close of business on September 19, 2008. Subject to certain conditions and limitations, share amounts held by investors in the Money Market II Fund as of the close of business on September 19, 2008 are guaranteed against loss under the Program in the event the per share net asset value falls below $0.995 (a “Guarantee Event”) and a Fund subsequently liquidates. Upon declaration of a Guarantee Event, the Money Market II Fund will be required to suspend redemptions, cease sales, and cease declaration and payment of dividends. The Program guarantee only covers the amount a shareholder held in the Money Market II Fund as of the close of business on September 19, 2008 or the amount a shareholder holds if and when a Guarantee Event occurs, whichever is less. A shareholder who has continuously maintained an account with the Funds since September 19, 2008 would receive a payment for each protected share equal to the shortfall between the amount received in the liquidation and $1.00 per share in the case of a Guarantee Event. The Program is subject to an overall limit of approximately $50 billion for all money market funds participating in the Program.

The extension of the Program began on May 1, 2009 and continues through September 18, 2009. Continued participation in the Program until September 18, 2009 required an additional payment to the Treasury in the amount of 0.015% of the net asset value of the Money Market II Fund, as of the close of business on September 19, 2008. The cost to participate in the extension of the Program was borne by the Money Market II Fund, subject to the expense limitations currently in effect.

Note 13 — Subsequent Event

The Funds have performed an evaluation of subsequent events through October 29, 2009, which is the date the financial statements were issued. The following subsequent events were noted:

Aggressive Growth Lifestyle Fund, Conservative Growth Lifestyle Fund, Core Bond Fund, International Small Cap Equity Fund, Moderate Growth Lifestyle Fund and Strategic Bond Fund

On September 5, 2009, American International Group, Inc. (“AIG”) entered into an agreement to sell a portion of AIG Investments, including its interests in AIG Global Investment Corp. (“AIGGIC”) to Bridge Partners, L.P. (“Bridge”), a partnership owned by Pacific Century Group (“Pacific”), a Hong Kong-based private investment firm (the “Transaction”). The Transaction is anticipated to close on or about December 1, 2009, and is subject to the receipt of the requisite regulatory approvals and the satisfaction of other conditions to closing. As part of an internal restructuring in anticipation of the sale, AIGGIC was transferred from AIG Global Asset Management Holdings Corp.

120

VALIC Company II

NOTES TO FINANCIAL STATEMENTS — (continued)

(“AIGGAMHC”) to Bridge Investments LLC, a direct subsidiary of AIGGAMHC. Prior to the sale, AIGGIC will be merged with and into a Delaware limited liability company that is a wholly owned subsidiary of AIG (the surviving entity, PineBridge Investments LLC, being referred to herein as “PineBridge”). As part of the sale, AIG will cause the indirect transfer of PineBridge to Bridge Partners, L.P., through the direct conveyance of Bridge Investments LLC. PineBridge, which, as successor to AIGGIC, will remain a registered investment adviser pursuant to the Investment Advisers Act of 1940, as amended. In connection with the Transaction, AIG will cause the indirect transfer of PineBridge to a subsidiary of Bridge through the direct conveyance of Bridge Investments, LLC (“Bridge Investments”), as the immediate parent of PineBridge. Furthermore, upon the closing of the Transaction, the existing investment sub-advisory agreement between The Variable Annuity Life Insurance Company (“VALIC”) and AIGGIC will terminate.

In advance of the termination of the existing sub-advisory agreement with AIGGIC, the Boards of Trustees (the “Board”) of VALIC Company II (“VC II”) held a meeting on October 27, 2009, wherein they appointed PineBridge, as the successor to both AIGGIC, to serve as sub-adviser to the Aggressive Growth Lifestyle Fund, Conservative Growth Lifestyle Fund, Core Bond Fund, International Small Cap Equity Fund, Moderate Growth Lifestyle Fund and Strategic Bond Fund (each, a “Fund” and collectively, the “Funds”), each pursuant to a new sub-advisory agreement between VALIC, each Fund’s investment adviser, and PineBridge (the “PineBridge Sub-advisory Agreement”), subject to approval by each Fund’s shareholders.

The Board also approved an interim sub-advisory agreement between VALIC and PineBridge (the “Interim PineBridge Sub-advisory Agreement”) that will go into effect upon the closing of the Transaction, and will remain in effect for 150 days from its effective date or until the PineBridge Sub-advisory Agreement is approved by shareholders, whichever is earlier. On March 16, 2010, the Funds expect to convene a special meeting of shareholders with respect to the proposal to approve the PineBridge Sub-advisory Agreement. Shareholders of record as of December 27, 2009 will receive proxy materials describing the PineBridge Sub-advisory Agreement in greater detail.

Socially Responsible Fund

At the meeting on October 27, 2009, the Board approved the termination of AIGGIC as the sub-adviser of the Socially Responsible Fund and appointed SunAmerica as the sub-adviser of the Fund, pursuant to a new sub-advisory agreement between VALIC and SunAmerica, subject to approval by the Fund’s shareholders (the “SunAmerica Sub-advisory Agreement”).

The Board also approved interim sub-advisory agreements between VALIC and SunAmerica (“Interim SunAmerica Sub-advisory Agreements”) that will go into effect upon or prior to the change of control of AIGGIC, and will remain in effect for 150 days from its effective date or until the SunAmerica Sub-advisory Agreement is approved by shareholders, whichever is earlier. On March 16, 2010, the Socially Responsible Fund expects to convene a special meeting of shareholders with respect to the proposal to approve the SunAmerica Sub-advisory Agreement. Shareholders of record as of December 27, 2009 will receive proxy materials describing the SunAmerica Sub-advisory Agreement in greater detail.

In connection with the approval of SunAmerica as the sub-adviser of the Fund, the Board approved a new advisory fee schedule to the investment advisory agreements that institutes breakpoints for fees payable to VALIC. The amended investment advisory agreements would become effective upon the effective date of the Interim SunAmerica Sub-advisory Agreement.

International Small Cap Equity Fund. At the meeting on October 27, 2009, the Board approved the addition of Invesco Aim Capital Management, LLC (“Invesco Aim”) as a sub-adviser to the International Small Cap Equity Fund to manage a portion of the Fund’s assets and approved the sub-advisory agreement between VALIC and Invesco Aim (the “Invesco Aim Sub-advisory Agreement”). In addition, the Board approved Invesco Asset Management, Ltd. (“IAML”) as a sub-sub-adviser to the Fund and approved a new sub-sub-advisory agreement between Invesco Aim and IAML (the “IAML Sub-Sub-advisory Agreement”). The Invesco Aim Sub-advisory Agreement and IAML Sub-Sub-Advisory Agreement will become effective on or about December 11, 2009. AIGGIC, the current sub-adviser of the Fund (or its successor, PineBridge), will continue to serve as a sub-adviser to the Fund.

The Board has authority, pursuant to an exemptive order granted by the Securities and Exchange Commission, to enter into the Invesco Aim Sub-Advisory Agreement and the IAML Sub-Sub-advisory Agreement without a shareholder vote; however, an information statement explaining the sub-adviser and sub-sub-adviser additions will be mailed to the Fund’s shareholders.

Small Cap Value Fund. At the meeting on October 27, 2009, the Board approved the addition of Metropolitan West Capital Management, LLC (“MetWest Capital”) and SunAmerica as sub-advisers to the Small Cap Value Fund. The Board approved a new sub-advisory agreement between VALIC and MetWest Capital (“MetWest Capital Sub-advisory Agreement”) and an amendment to the current sub-advisory agreement between VALIC and SunAmerica (“SunAmerica Sub-advisory Agreement”). J.P. Morgan Investment Advisers, Inc., the current sub-adviser of the Small Cap Value Fund, will continue to co-sub-advise a portion of the Fund’s assets.

Shareholders of record of the Fund as of November 13, 2009 are scheduled to vote on the proposed SunAmerica Sub-advisory Agreement at a special meeting of shareholders to be held on or about February 5, 2010. Before the meeting, shareholders of the Fund will receive a proxy statement containing information about the proposed SunAmerica Sub-advisory Agreement and information regarding the Fund. If approved by shareholders, the SunAmerica Sub-advisory Agreement with respect to the Small Cap Value Fund would become effective upon the open of business on February 8, 2010.

With respect to the MetWest Capital Sub-advisory Agreement, the Board has authority, pursuant to an exemptive order granted by the Securities and Exchange Commission, to enter into sub-advisory agreements without a shareholder vote; however, an information statement explaining the sub-adviser change will be mailed to the Small Cap Value Fund’s shareholders. The effective date of the MetWest Capital Sub-advisory Agreement will coincide with the effective date of the SunAmerica Sub-advisory Agreement, if such agreement is approved by shareholders of the Fund.

121

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
	Year Ended August 31,															Year Ended August 31,
	2009			2008			2007			2006			2005			2009			2008			2007			2006				2005
PER SHARE DATA
Net asset value at beginning of period	$	10.63		$	12.59		$	11.71		$	10.98		$	9.10		$	10.24		$	10.83		$	8.90		$	8.90			$	7.79
Income (loss) from investment operations:
Net investment income (loss)(d)		0.14			0.24			0.23			0.15			0.08			0.05			0.01			0.04			0.02		��		0.03
Net realized and unrealized gain (loss) on investments and foreign currencies		(1.71	)		(1.25	)		1.64			1.00			1.88			(2.77	)		(0.57	)		1.91			(0.01	)			1.11
Net increase from payments by affiliates		–			–			–			–			–			–			–			0.00			–				–
Total income (loss) from investment operations		(1.57	)		(1.01	)		1.87			1.15			1.96			(2.72	)		(0.56	)		1.95			0.01				1.14
Distributions from:
Net investment income		(0.22	)		(0.19	)		–			(0.18	)		(0.08	)		(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		(2.10	)		(0.95	)		(0.99	)		(0.42	)		(0.08	)		(0.01	)		(0.03	)		(0.02	)		(0.01	)			(0.03	)
Net asset value at end of period	$	6.96		$	10.63		$	12.59		$	11.71		$	10.98		$	7.51		$	10.24		$	10.83		$	8.90			$	8.90
TOTAL RETURN(a)		(10.48	)%		(8.92	)%		16.53	%		10.65	%		21.62	%		(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)		0.10	%(f)		0.10	%(f)		0.10	%(f)		0.10	%(f)		0.85	%		0.85	%		0.85	%		0.85	%			0.85	%
Ratio of expenses to average net assets(c)		0.26	%(f)		0.23	%(f)		0.23	%(f)		0.29	%(f)		0.30	%(f)		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)		2.16	%(f)		2.15	%(f)		1.93	%(f)		1.31	%(f)		0.80	%(f)		0.74	%		0.05	%		0.38	%		0.21	%			0.34	%
Ratio of net investment income (loss) to average net assets(c)		2.01	%(f)		2.02	%(f)		1.80	%(f)		1.12	%(f)		0.60	%(f)		0.53	%		(0.11	)%		0.19	%		0.03	%			0.06	%
Portfolio turnover rate		151	%		119	%		53	%		79	%		40	%		54	%		57	%		32	%		169	%			105	%
Number of shares outstanding at end of period (000’s)		13,454			8,603			6,530			4,612			3,700			6,456			8,763			7,779			7,797				5,499
Net assets at the end of period (000’s)	$	93,696		$	91,464		$	82,221		$	53,987		$	40,623		$	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.

122

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
	Year Ended August 31,															Year Ended August 31,
	2009			2008			2007			2006			2005			2009			2008			2007			2006			2005
PER SHARE DATA
Net asset value at beginning of period	$	10.23		$	11.29		$	10.70		$	10.81		$	9.79		$	10.08		$	10.17		$	10.09		$	10.06		$	10.00
Income (loss) from investment operations:
Net investment income (loss)(d)		0.33			0.27			0.19			0.15			0.24			0.51			0.51			0.48			0.49			0.42
Net realized and unrealized gain (loss) on investments and foreign currencies		(0.53	)		(0.72	)		0.99			0.42			1.03			0.09			(0.28	)		(0.11	)		(0.31	)		0.08
Net increase from payments by affiliates		–			–			–			–			–			–			–			–			–			–
Total income (loss) from investment operations		(0.20	)		(0.45	)		1.18			0.57			1.27			0.60			0.23			0.37			0.18			0.50
Distributions from:
Net investment income		(0.26	)		(0.16	)		–			(0.18	)		(0.25	)		(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		(0.43	)		(0.61	)		(0.59	)		(0.68	)		(0.25	)		(0.72	)		(0.32	)		(0.29	)		(0.15	)		(0.44	)
Net asset value at end of period	$	9.60		$	10.23		$	11.29		$	10.70		$	10.81		$	9.96		$	10.08		$	10.17		$	10.09		$	10.06
TOTAL RETURN(a)		(1.36	)%		(4.36	)%		11.28	%		5.50	%		13.03	%		6.87	%		2.24	%		3.67	%		1.82	%		5.05	%
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets(b)		0.10	%(f)		0.10	%(f)		0.10	%(f)		0.10	%(f)		0.10	%(f)		0.77	%		0.77	%		0.77	%		0.77	%		0.77	%
Ratio of expenses to average net assets(c)		0.31	%(f)		0.27	%(f)		0.28	%(f)		0.33	%(f)		0.31	%(f)		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)		3.84	%(f)		2.58	%(f)		1.75	%(f)		1.38	%(f)		2.35	%(f)		5.38	%		4.97	%		4.84	%		4.91	%		4.23	%
Ratio of net investment income (loss) to average net assets(c)		3.63	%(f)		2.40	%(f)		1.57	%(f)		1.15	%(f)		2.14	%(f)		5.17	%		4.80	%		4.68	%		4.66	%		3.99	%
Portfolio turnover rate		180	%		107	%		75	%		81	%		46	%		134	%		158	%		180	%(g)		206	%(g)		216	%(e)(g)
Number of shares outstanding at end of period (000’s)		6,004			5,715			4,332			3,488			3,190			16,054			20,731			20,671			10,802			10,072
Net assets at the end of period (000’s)	$	57,659		$	58,445		$	48,897		$	37,309		$	34,468		$	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	%

123

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
	Year Ended August 31,															Year Ended August 31,
	2009			2008			2007			2006			2005			2009			2008			2007			2006			2005
PER SHARE DATA
Net asset value at beginning of period	$	8.43		$	9.10		$	9.32		$	8.87		$	8.28		$	14.58		$	19.78		$	16.80		$	14.05		$	10.36
Income (loss) from investment operations:
Net investment income (loss)(d)		0.68			0.72			0.69			0.63			0.62			0.16			0.16			0.16			0.11			0.12
Net realized and unrealized gain (loss) on investments and foreign currencies		(1.61	)		(0.87	)		(0.26	)		0.07			0.78			(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		(0.93	)		(0.15	)		0.43			0.70			1.40			(2.76	)		(3.46	)		3.84			2.98			3.80
Distributions from:
Net investment income		(0.72	)		(0.50	)		(0.44	)		(0.16	)		(0.63	)		(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		(0.72	)		(0.52	)		(0.65	)		(0.25	)		(0.81	)		(0.87	)		(1.74	)		(0.86	)		(0.23	)		(0.11	)
Net asset value at end of period	$	6.78		$	8.43		$	9.10		$	9.32		$	8.87		$	10.95		$	14.58		$	19.78		$	16.80		$	14.05
TOTAL RETURN(a)		(7.97	)%		(1.79	)%		4.62	%		8.16	%(g)		17.45	%		(17.61	)%		(18.68	)%		23.44	%(h)		21.36	%(e)		36.89	%(e)
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets(b)		0.99	%		0.99	%		0.99	%		0.99	%		0.99	%		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%
Ratio of expenses to average net assets(c)		1.16	%		1.13	%		1.16	%		1.19	%		1.27	%		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)		11.11	%		8.25	%		7.63	%		7.07	%		7.30	%		1.71	%		0.97	%		0.84	%		0.72	%		0.99	%
Ratio of net investment income (loss) to average net assets(c)		10.94	%		8.12	%		7.46	%		6.87	%		7.01	%		1.40	%		0.66	%		0.55	%		0.35	%		0.42	%
Portfolio turnover rate		91	%		57	%		47	%		53	%		58	%(f)		132	%		101	%		72	%		69	%		143	%
Number of shares outstanding at end of period (000’s)		28,189			24,516			21,225			11,377			9,090			51,389			42,957			37,205			25,445			7,405
Net assets at the end of period (000’s)	$	191,246		$	206,712		$	193,127		$	106,070		$	80,665		$	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.

124

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
	Year Ended August 31,															Year Ended August 31,
	2009			2008			2007			2006			2005			2009			2008			2007			2006			2005
PER SHARE DATA
Net asset value at beginning of period	$	12.51		$	15.74		$	14.58		$	13.72		$	12.18		$	7.42		$	9.36		$	8.15		$	7.56		$	5.94
Income (loss) from investment operations:
Net investment income (loss)(d)		0.15			0.20			0.18			0.21			0.18			(0.01	)		(0.02	)		(0.02	)		(0.01	)		(0.01	)
Net realized and unrealized gain (loss) on investments and foreign currencies		(3.00	)		(2.51	)		1.67			1.50			2.05			(1.59	)		(0.97	)		1.80			0.60			1.63
Net increase from payments by affiliates		–			–			–			0.00			–			–			–			–			–			–
Total income (loss) from investment operations		(2.85	)		(2.31	)		1.85			1.71			2.23			(1.60	)		(0.99	)		1.78			0.59			1.62
Distributions from:
Net investment income		(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		(0.29	)		(0.92	)		(0.69	)		(0.85	)		(0.69	)		(0.03	)		(0.95	)		(0.57	)		–			–
Net asset value at end of period	$	9.37		$	12.51		$	15.74		$	14.58		$	13.72		$	5.79		$	7.42		$	9.36		$	8.15		$	7.56
TOTAL RETURN(a)		(22.55	)%		(15.47	)%		12.89	%		12.98	%(e)		18.62	%		(21.43	)%		(11.98	)%		22.57	%		7.80	%		27.27	%
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets(b)		0.81	%		0.81	%		0.81	%		0.81	%		0.81	%		0.85	%		0.85	%		0.85	%		0.85	%		0.85	%
Ratio of expenses to average net assets(c)		0.97	%		0.92	%		0.89	%		0.97	%		1.01	%		1.25	%		1.17	%		1.25	%		1.34	%		1.37	%
Ratio of expense reductions to average net assets		0.01	%		0.01	%		–			–			–			0.05	%		0.02	%		0.01	%		–			–
Ratio of net investment income (loss) to average net assets(b)		1.70	%		1.41	%		1.16	%		1.54	%		1.41	%		(0.29	)%		(0.28	)%		(0.26	)%		(0.15	)%		(0.18	)%
Ratio of net investment income (loss) to average net assets(c)		1.53	%		1.30	%		1.08	%		1.38	%		1.21	%		(0.69	)%		(0.60	)%		(0.66	)%		(0.64	)%		(0.70	)%
Portfolio turnover rate		182	%		183	%		105	%		103	%		84	%		116	%		125	%		121	%		142	%		125	%
Number of shares outstanding at end of period (000’s)		16,825			24,675			26,589			12,192			6,476			27,455			28,873			9,052			7,929			6,920
Net assets at the end of period (000’s)	$	157,711		$	308,635		$	418,508		$	177,737		$	88,853		$	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.

125

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
	Year Ended August 31,															Year Ended August 31,
	2009			2008			2007			2006			2005			2009			2008			2007			2006			2005
PER SHARE DATA
Net asset value at beginning of period	$	15.31		$	20.09		$	18.75		$	18.27		$	16.18		$	11.40		$	13.04		$	12.44		$	12.04		$	10.46
Income (loss) from investment operations:
Net investment income (loss)(d)		0.13			0.07			0.10			0.08			0.01			0.25			0.29			0.21			0.16			0.18
Net realized and unrealized gain (loss) on investments and foreign currencies		(2.40	)		(3.11	)		3.14			1.79			3.63			(0.96	)		(1.08	)		1.49			0.70			1.58
Net increase from payments by affiliates		–			–			–			–			–			–			–			–			–			–
Total income (loss) from investment operations		(2.27	)		(3.04	)		3.24			1.87			3.64			(0.71	)		(0.79	)		1.70			0.86			1.76
Distributions from:
Net investment income		(0.06	)		(0.09	)		(0.07	)		(0.01	)		(0.01	)		(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		(0.33	)		(1.74	)		(1.90	)		(1.39	)		(1.55	)		(0.57	)		(0.85	)		(1.10	)		(0.46	)		(0.18	)
Net asset value at end of period	$	12.71		$	15.31		$	20.09		$	18.75		$	18.27		$	10.12		$	11.40		$	13.04		$	12.44		$	12.04
TOTAL RETURN(a)		(14.17	)%		(16.05	)%		18.15	%		10.74	%		23.18	%		(5.33	)%		(6.70	)%		14.18	%		7.21	%		16.88	%
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets(b)		1.05	%		1.05	%		1.05	%		1.05	%		1.05	%		0.10	%(e)		0.10	%(e)		0.10	%(e)		0.10	%(e)		0.10	%(e)
Ratio of expenses to average net assets(c)		1.17	%		1.13	%		1.11	%		1.20	%		1.18	%		0.22	%(e)		0.20	%(e)		0.20	%(e)		0.24	%(e)		0.25	%(e)
Ratio of expense reductions to average net assets		0.03	%		0.01	%		0.02	%		0.01	%		0.02	%		–			–			–			–			–
Ratio of net investment income (loss) to average net assets(b)		1.22	%		0.43	%		0.47	%		0.40	%		0.01	%		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)		1.10	%		0.35	%		0.41	%		0.25	%		(0.11	)%		2.69	%(e)		2.32	%(e)		1.54	%(e)		1.21	%(e)		1.44	%(e)
Portfolio turnover rate		84	%		72	%		59	%		76	%		46	%		175	%		108	%		64	%		70	%		38	%
Number of shares outstanding at end of period (000’s)		37,634			40,372			26,139			19,331			16,528			14,009			12,783			9,401			7,122			6,129
Net assets at the end of period (000’s)	$	478,457		$	618,150		$	525,119		$	362,379		$	302,014		$	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.

126

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
	Year Ended August 31,															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		$	11.46		$	14.59		$	12.68		$	12.19		$	10.20
Income (loss) from investment operations:
Net investment income (loss)(d)		0.01			0.03			0.05			0.04			0.02			(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	)		–			–			–			(1.96	)		(2.20	)		2.00			0.56			2.08
Net increase from payments by affiliates		–			–			–			–			–			–			–			–			–			–
Total income (loss) from investment operations		0.01			0.03			0.05			0.04			0.02			(2.03	)		(2.29	)		1.91			0.49			1.99
Distributions from:
Net investment income		(0.01	)		(0.03	)		(0.05	)		(0.04	)		(0.02	)		–			–			–			–			–
Net realized gain on securities		–			–			–			–			–			(0.12	)		(0.84	)		–			–			–
Total distributions		(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		$	9.31		$	11.46		$	14.59		$	12.68		$	12.19
TOTAL RETURN(a)		0.89	%		3.08	%		4.88	%		4.09	%		1.99	%		(17.44	)%		(16.52	)%		15.06	%		4.02	%		19.51	%
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets(b)		0.55	%		0.55	%		0.55	%		0.56	%		0.56	%		1.16	%		1.16	%		1.16	%		1.16	%		1.16	%
Ratio of expenses to average net assets(c)		0.75	%		0.67	%		0.64	%		0.67	%		0.75	%		1.49	%		1.39	%		1.35	%		1.40	%		1.44	%
Ratio of expense reduction to average net assets		–			–			–			–			–			0.01	%.		0.00	%		0.01	%		–			–
Ratio of net investment income (loss) to average net assets(b)		0.94	%		3.04	%		4.78	%		4.13	%		1.98	%		(0.88	)%		(0.75	)%		(0.67	)%		(0.55	)%		(0.81	)%
Ratio of net investment income (loss) to average net assets(c)		0.73	%		2.93	%		4.69	%		4.02	%		1.78	%		(1.21	)%		(0.98	)%		(0.86	)%		(0.79	)%		(1.09	)%
Portfolio turnover rate		N/A			N/A			N/A			N/A			N/A			83	%		158	%		58	%		69	%		46	%
Number of shares outstanding at end of period (000’s)		253,830			329,922			337,050			151,326			75,836			4,546			4,195			3,884			3,892			3,779
Net assets at the end of period (000’s)	$	253,242		$	329,212		$	337,050		$	151,326		$	75,836		$	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.

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.

	Small Cap Value Fund															Socially Responsible Fund
	Year Ended August 31,															Year Ended August 31,
	2009			2008			2007			2006			2005			2009			2008			2007			2006			2005
PER SHARE DATA
Net asset value at beginning of period	$	13.75		$	15.35		$	15.06		$	15.61		$	13.68		$	11.39		$	13.49		$	12.06		$	11.21		$	10.25
Income (loss) from investment operations:
Net investment income (loss)(d)		0.15			0.17			0.12			0.11			0.12			0.14			0.18			0.19			0.17			0.15
Net realized and unrealized gain (loss) on investments and foreign currencies		(3.28	)		(0.98	)		1.27			1.25			2.68			(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		(3.13	)		(0.81	)		1.39			1.36			2.80			(2.23	)		(1.28	)		1.70			1.13			1.11
Distributions from:
Net investment income		(0.12	)		(0.09	)		(0.07	)		(0.02	)		(0.13	)		(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		(0.74	)		(0.79	)		(1.10	)		(1.91	)		(0.87	)		(0.23	)		(0.82	)		(0.27	)		(0.28	)		(0.15	)
Net asset value at end of period	$	9.88		$	13.75		$	15.35		$	15.06		$	15.61		$	8.93		$	11.39		$	13.49		$	12.06		$	11.21
TOTAL RETURN(a)		(21.71	)%		(5.23	)%		9.22	%(g)		9.69	%		20.84	%		(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	%		0.95	%		0.95	%		0.95	%		0.95	%		0.56	%		0.56	%		0.56	%		0.56	%		0.56	%
Ratio of expenses to average net assets(c)		1.11	%		1.11	%		1.11	%		1.21	%		1.22	%		0.69	%		0.65	%		0.63	%		0.71	%		0.71	%
Ratio of expense reductions to average net assets		0.00	%		0.01	%		0.00	%		–			–			0.02	%		0.02	%		0.03	%		–			–
Ratio of net investment income (loss) to average net assets(b)		1.77	%		1.02	%		0.77	%		0.74	%		0.83	%		1.79	%		1.46	%		1.45	%		1.52	%		1.47	%
Ratio of net investment income (loss) to average net assets(c)		1.60	%		0.86	%		0.61	%		0.49	%		0.56	%		1.67	%		1.37	%		1.38	%		1.37	%		1.32	%
Portfolio turnover rate		32	%		39	%		33	%		58	%		85	%		86	%		120	%		152	%		172	%		74	%
Number of shares outstanding at end of period (000’s)		34,981			22,274			16,918			7,622			6,235			73,479			80,127			68,651			24,486			17,180
Net assets at the end of period (000’s)	$	345,551		$	306,357		$	259,704		$	114,809		$	97,314		$	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.

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.

	Strategic Bond Fund
	Year Ended August 31,
	2009			2008			2007			2006			2005
PER SHARE DATA
Net asset value at beginning of period	$	11.10		$	11.33		$	11.36		$	11.08		$	10.66
Income (loss) from investment operations:
Net investment income (loss)(d)		0.66			0.65			0.61			0.58			0.56
Net realized and unrealized gain (loss) on investments and foreign currencies		(0.60	)		(0.29	)		(0.12	)		0.04			0.65
Net increase from payments by affiliates		–			–			–			0.00			–
Total income (loss) from investment operations		0.06			0.36			0.49			0.62			1.21
Distributions from:
Net investment income		(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		(0.87	)		(0.59	)		(0.52	)		(0.34	)		(0.79	)
Net asset value at end of period	$	10.29		$	11.10		$	11.33		$	11.36		$	11.08
TOTAL RETURN(a)		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	%		0.89	%		0.89	%		0.89	%		0.89	%
Ratio of expenses to average net assets(c)		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)		7.01	%		5.81	%		5.49	%		5.38	%		5.21	%
Ratio of net investment income (loss) to average net assets(c)		6.85	%		5.70	%		5.35	%		5.16	%		5.01	%
Portfolio turnover rate		129	%		127	%		126	%(h)		105	%(h)		159	%(f)(h)
Number of shares outstanding at end of period (000’s)		34,144			31,963			25,743			17,195			12,302
Net assets at the end of period (000’s)	$	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	%

129

VALIC Company II

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders of VALIC Company II:

In our opinion, the accompanying statements of assets and liabilities, including the portfolios of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of each of the fifteen funds constituting VALIC Company II, formerly known as AIG Retirement Company II (hereafter referred to as the “Series”) at August 31, 2009, the results of each of their operations for the year then ended, and the changes in each of their net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial highlights for each of the years ended on or before August 31, 2007 were audited by another independent registered public accounting firm whose report, dated October 25, 2007, expressed an unqualified opinion on those financial highlights.

PricewaterhouseCoopers LLP

Houston, Texas

October 28, 2009

130

VALIC Company II

APPROVAL OF ADVISORY AGREEMENTS (Unaudited)

At meetings held on July 14-15, 2009 and August 3-4, 2009, the Board of Trustees (the “Board”), including the Directors 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 Directors”), approved with respect to each Fund the Investment Advisory Agreement between The Variable Annuity Life Insurance Company (“VALIC”) and VC II (the “Advisory Agreement”) and the investment sub-advisory agreements between VALIC and each of the following sub-advisers (collectively, the “Sub-advisory Agreements”): AIG Global Investment Corp. (“AIGGIC”); SunAmerica Asset Management Corp. (“SAAMCo”); Bridgeway Capital Management, Inc. (“Bridgeway Capital”); FAF Advisors, Inc. (“FAF”); Invesco Aim Capital Management, Inc. (“Invesco Aim”); JPMorgan Investment Advisors Inc. (“JPMIA”); J.P. Morgan Investment Management Inc. (“JPMIM”); SSgA Funds Management, Inc. (“SSgA FM”); SunAmerica Asset Management Corp. (“SAAMCo”); and Wellington Management Company, LLP (“Wellington Management”) (collectively referred to as the “Sub-advisers”).

In addition, at the July 2009 meeting, the Board approved an amendment to the Investment Sub-Advisory Agreement between VALIC and Wellington Management (the “WMC Sub-Advisory Agreement”) that engages Wellington Management as the sub-adviser of the High Yield Bond Fund. In connection with such approval, the Board approved the termination of AIGGIC as the sub-adviser of the High Yield Bond Fund.

The Investment Advisory Agreement and Investment Sub-advisory Agreements, including the WMC Sub-Advisory Agreement are collectively referred to as the “Advisory Contracts.”

In connection with the approval of the Advisory Contracts, the Board received materials related to certain factors the Board considered in determining to renew such Advisory Contracts. Those factors included: (1) the nature, extent and quality of services provided by VALIC and the Sub-advisers; (2) the investment performance of the Funds compared to performance of comparable funds as selected by an independent third-party provider of investment company data (“Performance Group/Universe”) and against each Fund’s benchmarks; (3) the costs of services and the benefits potentially derived by VALIC and the Sub-advisers; (4) whether the Funds 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 Funds, 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 “Sub-Advisor Expense Group/Universe”), as selected 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 Directors 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 Directors in executive sessions during which such independent counsel provided guidance to the Independent Directors.

The Advisory Contracts approved at the July 2009 meeting were approved for a one-year term ending July 15, 2010. All Advisory Contracts were re-approved at the August 2009 for a one-year term beginning September 1, 2009 and ending August 31, 2010, with the exception of the WMC Sub-Advisory Agreement, which was approved for an initial two-year term.

Nature, Extent and Quality of Services. The Board considered the nature, quality and extent of services to be provided to the Funds by VALIC and the Sub-advisers. The Board reviewed information provided by VALIC relating to its operations and personnel. The Board also took into account their familiarity with VALIC’s management through Board meetings, discussions and reports during the preceding year and through their long history of service to the Funds. The Board considered that VALIC is responsible for the management of the day-to-day operations of the Funds, 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 Funds is subject to the oversight of the Board, and must be made in accordance with the investment objectives, policies and restrictions set forth in the Funds’ prospectus and statement of additional information.

The Board noted that VALIC personnel meet on a regular basis to discuss the performance of the Funds, as well as the positioning of the insurance products, employer-sponsored retirement plans and the Funds generally vis-à-vis competitors. In addition, it was considered that VALIC works to develop marketing strategies to promote an identity for the Funds separate and apart from the insurance products and the employer-sponsored retirement plans. The Board also considered VALIC’s financial condition and whether it had the financial wherewithal to provide the services under the Investment Advisory Agreement with respect to each Fund.

With respect to the services provided by the Sub-advisers, the Board considered information provided to them regarding the services provided by each Sub-adviser, including information presented throughout the previous year. The Board noted that each Sub-adviser (i) determines the securities to be purchased or sold on behalf of the Funds it manages as may be necessary in connection therewith; (ii) provides VALIC with records concerning its activities, which VALIC or the Funds are required to maintain; and (iii) renders regular reports to VALIC and to officers and Directors of the Funds concerning its discharge of the foregoing responsibilities. The Board reviewed each Sub-adviser’s 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 Funds. The Board also took into account the financial condition of each Sub-adviser. The Board also reviewed each Sub-adviser’s brokerage practices.

The Board reviewed VALIC’s and the administrator’s, SAAMCo, an affiliate of VALIC’s, compliance program and personnel. It also considered VALIC’s and each Sub-adviser’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 VALIC’s or the Sub-advisers’ ability to provide services to the Funds.

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

Fees and Expenses; Investment Performance. The Board received and reviewed information regarding each Fund’s total expenses, advisory and sub-advisory fees, and other expenses compared against the expenses and fees of the funds in its Expense Group, Expense Universe and Subadvisor Expense Group and, in some cases as noted below, the Subadvisor Expense Universe. It was noted that VALIC negotiates the sub-advisory fees with each of the unaffiliated Sub-advisers at arms-length. The Board also considered that

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APPROVAL OF ADVISORY AGREEMENTS (Unaudited) — (continued)

the sub-advisory fees are paid by VALIC out of its advisory fees it receives from the Funds and is not paid by the Funds, and that sub-advisory fees may vary widely within the Subadvisor Expense Group/Universe for various reasons, including market pricing demands, existing relationships, experience and success, and individual client needs. The Board noted the affiliation of the Sub-Advisor to certain of the Funds with VALIC, noting any potential conflicts of interest. The Board also noted that VALIC annually waives a portion of its advisory fee and/or reimburses the expenses of several Funds as noted below.

The total expense information, advisory fee information, and sub-advisory fee information considered by the Board, among other fee and expense data, is summarized below. It was noted that expense ratio data included in the independent third-party reports was based on unaudited data from the semi-annual report dated February 28, 2009.

The Board received and reviewed information prepared by management and by an independent third-party regarding the Funds’ investment performance compared against their benchmarks and their respective Performance Groups/Universes. It was noted that performance information provided by the independent third party was for the period ended April 30, 2009 and that benchmark information presented by management was through the period June 30, 2009.

• Aggressive Growth Lifestyle Fund (sub-advised by AIGGIC). The Board considered that total expenses and actual advisory fees were at or below the medians of its Expense Group/Universe. The Board also noted that the Fund’s sub-advisory fees were above the median of its Subadvisor Expense Universe. The Board also noted that the expense limitation on total expenses would be extended contractually through December 31, 2010.

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-year period but was above the median and outperformed the Lipper Index for the three- and five-year periods. The Board also noted that the Fund underformed its blended benchmark for the one-year period, was in line with the benchmark for the three-year period and outperformed the benchmark for the five-year periods and slightly trailed the benchmark for the one-year period. The blended benchmark consists of the Dow Jones Wilshire 5000 Total Market Index (“Wilshire 5000”) (65%), Barclays Capital U.S. Aggregate Index (10%) and the Morgan Stanley Capital International Europe, Australasia, Far East Index (“MSCI EAFE Index”) (25%). 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.

• Capital Appreciation Fund (sub-advised by Bridgeway Capital). The Board considered that the Fund’s actual advisory fees and total expenses were below the medians of its Expense Group/Universe. The Board also noted that the Fund’s sub-advisory fees were below the median of its Subadvisor Expense Universe. The Board also noted that the expense limitation on total expenses would be extended contractually through December 31, 2010.

The Board considered that the Fund was below the median of its Performance Group/Universe and underperformed the Lipper VUF Large-Cap Growth Index and its benchmark, the Russell 1000^® Growth Index, for the one-, three- and five-year periods. The Board took into account management’s discussion of the Fund’s performance and its plans to address the Fund’s performance. The Board also noted the Fund’s more recent performance. The Board concluded that appropriate action has been taken to address the Fund’s performance.

• Conservative Growth Lifestyle Fund (sub-advised by AIGGIC). The Board considered that actual advisory fees were at the median of its Expense Group/Universe and that the Fund’s total expenses were above the median of its Expense Group and above the median of its Expense Universe. The Board also noted that the expense limitation on total expenses would be extended contractually through December 31, 2010.

The Board considered that the Fund’s performance was in line with or above the median 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-, three- and five-year periods. The Fund’s blended benchmark consists of the Wilshire 5000 (42%), Barclays Capital U.S. Aggregate Index (50%) and the MSCI EAFE Index (8%). The Board concluded that the Fund’s performance was satisfactory in light of all factors considered.

• Core Bond Fund (sub-advised by AIGGIC). The Board considered that the Fund’s actual advisory fees were at or above the medians of its Expense Group/Universe and that total expenses were below the median of its Expense Group but above the median of its Expense Universe. In addition, the Board noted that the Fund’s sub-advisory fees were above the median of its Subadvisor Expense Universe. The Board also noted that the expense limitation on total expenses would be extended contractually through December 31, 2010.

The Board noted that the Fund was at or exceeded the median of its Performance Group for the one-, three- and five-year periods. 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, Barclays Capital U.S. Aggregate Index, 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.

• High Yield Bond Fund (sub-advised by AIGGIC through July 24, 2009; sub-advised by Wellington Management thereafter). At the July 2009 meeting, the Board approved the engagement of Wellington Management to replace Putnam as the Fund’s sub-adviser.

The Board considered that the Fund’s actual advisory fees and total expense were in line with the median of its Performance Group and were above the median of its Performance Universe. The Board considered that the Fund’s sub-advisory fees were above the medians of its Subadvisor Expense Group/Universe. The Board also considered that the advisory fees and sub-advisory fees would be reduced and noted that the reduction in such fees would not result in VALIC retaining any more or any less of its advisory fees. The Board also noted management agreed to lower the Fund’s contractual expense limitation and that the new expense limitation, which would take effect on January 2010, would last through December 31, 2010.

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VALIC Company II

APPROVAL OF ADVISORY AGREEMENTS (Unaudited) — (continued)

The Board considered that management was proposing the hiring of Wellington Management to address the short- and mid-term performance of the Fund. The Trustees next took into consideration management’s presentation regarding the performance of a comparable fund managed by Wellington Management portfolio manager who would be responsible for managing the Fund. It was noted that for the period ended May 31, 2009, the comparable Fund had outperformed the Fund, its Lipper Category and its benchmark, the Citigroup High Yield Index, for the one-, three- and five-year periods.

The Board considered that the Fund’s performance was below the medians of its Performance Group/Universe and that it underperformed the Lipper VUF High Yield Bond Index and its benchmark, the Citigroup High Yield Index for the one-, three- and five-year periods. The Board took into account management’s discussion of the Fund’s performance. The Board concluded that the Fund’s performance was satisfactory in light of all factors considered.

• International Small Cap Equity Fund (sub-advised by AIGGIC). The Board considered that the Fund’s actual advisory fees were below the median of its Expense Group and in line with the median of its Expense Universe and that the Fund’s total expenses were below the medians of its Expense Group/Universe. The Board also noted that the Fund’s sub-advisory fees were above the medians of its Subadvisor Expense Group/Universe. The Board also noted that the expense limitation on total expenses would be extended contractually through December 31, 2010.

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, the MSCI EAFE Small Cap Index, for the one- and three-year periods and outperformed the benchmark for the five-year period. The Board concluded that the Fund’s performance was satisfactory in light of all factors considered.

• Large Cap Value Fund (sub-advised by SSgA FM). The Board considered that the Fund’s actual advisory fees and total expenses were below the medians of its Expense Group/Universe. The Board also noted that the Fund’s sub-advisory fees were below the medians of its Subadvisor Expense Universe. The Board also noted that the expense limitation on total expenses would be extended contractually through December 31, 2010.

The Board considered that the Fund was in line with the median of its Performance Group for the one- and three-year periods and was above median for the five-year period. It further noted that the Fund was below the median of its Performance Universe for the one- and three-year periods and was in line with the median for the five-year period. The Board considered that Fund underperformed the Lipper VUF Multi-Cap Value Index for the one- and three-year periods and outperformed the Lipper Index for the five-year period. It also noted that the Fund underperformed its benchmark, the Russell 1000^® Value Index, for the one-, three- and five-year periods. The Board took into account management’s discussion of the Fund’s performance. The Board concluded that the Fund’s performance was satisfactory in light of all factors considered.

• Mid Cap Growth Fund (sub-advised by Invesco Aim). The Board considered that the Fund’s actual advisory fees were in line with the medians of its Expense Group/Universe and total expenses were below the medians of its Expense Group/Universe. The Board also noted that the Fund’s sub-advisory fees were above the median of its Subadvisor Expense Universe. The Board also noted that the expense limitation on total expenses would be extended contractually through December 31, 2010.

The Board also considered that the Fund’s performance was in line with the medians of its Performance Group/Universe and the Lipper VUF Mid-Cap Growth Index for the one-year period but was below the medians and underperformed the Lipper Index for the three- and five-year periods. Management reported that the Fund underperformed its benchmark, the Russell Midcap^® Growth Index, for the one-, three- and five-year periods. The Board took into account management’s discussion of the Fund’s performance and its continued monitoring of the Fund. The Board also noted the Fund’s improved more recent performance. The Board concluded that management is taking appropriate action with respect to the Fund.

• Mid Cap Value Fund (sub-advised by FAF and Wellington). The Board considered that the Fund’s actual advisory fees were below the median of its Expense Group/Universe and that the Fund’s total expenses were below the median of its Expense Group and above the median of its Expense Universe. The Board also noted that the Fund’s sub-advisory fees were above the median of its Subadvisor Expense Universe. The Board also noted that the expense limitation on total expenses would be extended contractually through December 31, 2010.

The Board considered that the Fund’s performance was above the median of its Performance Group/Universe and that it outperformed the Lipper VUF Mid Cap Value Index and its benchmark, the Russell 2500^® Value Index, for the one-, three- and five-year periods. The Board concluded that the Fund’s performance was satisfactory.

• Moderate Growth Lifestyle Fund (sub-advised by AIGGIC). The Board considered that actual advisory fees were in line with the medians of its Expense Group/Universe. The Board considered that the Fund’s total expenses were above the median of its Expense Group and below the median of its Expense Universe. The Board also considered that the Fund’s sub-advisory fees were in line with the median of its Subadvisor Expense Universe. The Board also noted that the expense limitation on total expenses would be extended contractually through December 31, 2010.

The Board considered that the Fund’s performance was below the medians of its Performance Group/Universe and underperformed the Lipper VUF Mixed-Asset Target Allocation Moderate Index for the one- and three-year periods and was above the median and outperformed the Lipper Index for the five-year period. In addition, the Board noted that the Fund underperformed its blended benchmark for the one- and three-year periods and was in line with the benchmark for the five-year period. The Fund’s blended benchmark consists of the Wilshire 5000 (55%), Barclays Capital U.S. Aggregate Index (30%) and the MSCI EAFE Index (15%). 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.

• Money Market II Fund (sub-advised by SAAMCo). The Board considered that the Fund’s actual advisory fees and total expenses were below the medians of its Expense Group/Universe. The Board also noted that the Fund’s sub-advisory fees were above the median of its Subadvisor Expense Universe. The Board also noted that the expense limitation on total expenses would be extended contractually through December 31, 2010.

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APPROVAL OF ADVISORY AGREEMENTS (Unaudited) — (continued)

The Board considered that the Fund’s performance was above the medians of its Performance Group/Universe for the one-year period and was in line with the medians for the three- and five-year periods. It also noted that the Fund outperformed the Lipper VUF Money Market Index for the one-year period but slightly trailed the Lipper Index for the three- and five-year periods. Management also reported that the Fund slightly outperformed its benchmark, the Treasury Bill 3 Month Index, for the one- and three-year periods and was in line with the Index for the five-year period. The Board took into account the relatively small range in performance returns among the Performance Group/Universe. The Board concluded that the Fund’s performance was satisfactory in light of all factors considered.

• Small Cap Growth Fund (sub-advised by JPMIM). The Board considered that the Fund’s actual advisory fees were at the median of its Expense Group/Universe and that the Fund’s total expenses were below the median of its Expense Group and above the median of its Expense Universe. The Board also noted that the Fund’s sub-advisory fees were above the median of its Subadvisor Expense Group/Universe. The Board also noted that the expense limitation on total expenses would be extended contractually through December 31, 2010.

The Board noted that the Fund was at or slightly below the medians of its Performance Group/Universe and underperformed the Lipper VUF Small Cap Growth Index for the one-, three- and five-year periods. In addition, management reported that the Fund outperformed its benchmark, the Russell 2000^® Growth Index, for the one-year period but trailed the benchmark for the three- and five-year periods. The Trustees took into account the change of sub-adviser that took place on December 10, 2007. The Board concluded that appropriate action has been taken to address the Fund’s performance.

• Small Cap Value Fund (sub-advised by JPMIA). The Board considered that the Fund’s actual advisory fees and total expenses were below the medians of its Expense Group/Universe. The Board also noted that the Fund’s sub-advisory fees were slightly below the medians of its Subadvisor Expense Group/Universe. The Board also noted that the expense limitation on total expenses would be extended contractually through December 31, 2010.

The Board considered that the Fund’s performance was in line with the medians of its Performance Group/Universe for the one-year period and that it was below the medians of its Performance Group/Universe for the three- and five-year periods. In addition, the Board noted that the Fund outperformed the Lipper VUF Small Cap Value Index for the one- and three-year periods but underperformed the Lipper Index for the five-year period. Management reported that the Fund outperformed its benchmark, the Russell 2000^® Value Index, for the three- and five-year periods but underperformed the benchmark for the one-year period. The Board concluded that the Fund’s recent performance has been satisfactory in light of all factors considered.

• Socially Responsible Fund (sub-advised by AIGGIC). The Board considered that the Fund’s actual advisory fees and total expenses were below the medians of its Expense Group/Universe. The Board also noted that the Fund’s sub-advisory fees were below the medians of its Subadvisor Expense Group/Universe. The Board also noted that the expense limitation on total expenses would be extended contractually through December 31, 2010.

The Board noted that the Fund’s performance was below the medians of its Performance Group/Universe and underperformed for Lipper VUF Large Cap Core Index the one- and five-year periods and was above the medians and outperformed its Lipper Index for the three-year period. In addition, management reported that the Fund slightly underperformed its benchmark, the S&P 500^® Index, for the one-, three- and five-year periods. The Board took into consideration Management’s discussion of its peer group and index noting the social criteria in which the Fund must adhere and concluded that the Fund’s performance was satisfactory in light of all factors considered.

• Strategic Bond Fund (sub-advised by AIGGIC). The Board noted that the Fund’s actual advisory fees were below the medians of its Expense Group/Universe. The Board also considered that the Fund’s total expenses were below the median of its Expense Group and above the median of its Expense Universe. In addition, the Board considered that the Fund’s sub-advisory fees were above the median of its Subadvisor Expense Universe. The Board also noted that the expense limitation on total expenses would be extended contractually through December 31, 2010.

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 that it was above or at the medians of its Performance Group/Universe and outperformed its Lipper Index for the five-year period. In addition, the Board considered that the Fund underperformed its benchmark, the Barclays Capital Aggregate Bond Index, for the one-, and three-year periods and was in line with 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.

The Board concluded that the advisory fee and sub-advisory fee for each 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.

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 Agreement. The Board considered the costs that are borne by the Funds. 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 Funds as well as the fee VALIC pays each Sub-adviser. 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 VALIC will receive benefits in addition to the advisory fee to be paid by the Funds, which include transfer agency fees paid or to be paid by the Funds. The Board considered that VC II also pays VALIC a fee for the provision of record keeping and shareholder services to contract owners and participants, which is provided at cost. Such payment is allocated to each Fund based on the number of accounts serviced. Finally, it was noted that the Funds pay SAAMCo, an affiliate of VALIC, an annual fee of approximately 0.07% based on each Fund’s average daily net assets, for the provision of certain accounting and administrative services. Out of the fee SAAMCo receives from

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the Funds, SAAMCo compensates VALIC for certain administrative services (0.02% of daily net assets), and the Funds’ custodian, State Street Bank and Trust Company for calculation of the daily net asset value (0.01% of daily net assets). The Board also considered that VC II pays VALIC an annual fee of 0.25% on average daily net assets of each Fund (other than the Lifestyle Funds) pursuant to a Shareholder Services Agreement.

The Board also considered that VALIC may exclude from its taxable income a portion of the ordinary dividends paid by underlying U.S. equities in the Funds to the same extent the Funds receive certain dividends with respect to shares of stock issued by domestic corporations, subject to applicable tax laws and regulations. In addition, it was noted that VALIC may receive foreign tax credits with respect to certain foreign securities held or to be held in certain Funds that benefit VALIC. These benefits can be material.

In considering the profitability to VALIC and its affiliates in connection with their relationship with the Funds, 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 reviewed VALIC’s profitability on a Fund-by-Fund basis. 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 SAAMCo in its role as the administrator of the Funds and as sub-adviser to certain Funds. The Board concluded that the profitability to VALIC and its affiliates from their relationship with the Funds was reasonable.

In considering the profitability to the Sub-advisers in connection with their relationship to the Funds, the Directors noted that the fees under the Sub-Advisory 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 Sub-Advisory Agreements and the fees thereunder at arm’s length.

For each of the above reasons, the Directors determined that the profitability to the Sub-advisers from their relationship with the Funds was not a material factor in their deliberations with respect to consideration of approval of the Investment Sub-Advisory 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 most of the Funds contain breakpoints, which allows the Funds to participate in any economies of scale. The Board also took into account management’s discussion of the Funds’ advisory fee and sub-advisory fee structure, including with respect to those Funds that do not currently have breakpoints. The Board also considered the effect of each Fund’s growth and size on its performance and fees, noting that it the Funds’ assets increase overtime, the Funds may realize other economies of scale if assets increase proportionally more than expenses. The Board concluded that no changes to the advisory fee structure of the Funds were necessary.

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 Funds are not a material factor to the approval of the Sub-advisory Agreements, although it was noted that most of the Funds 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 Funds. The Board noted that the Sub-Advisory 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 the WMC Sub-Advisory Agreement, the BlackRock Sub-Advisory Agreement, and the Dreman Sub-Advisory Agreement, including the duties and responsibilities undertaken by Wellington Management, BlackRock Financial and Dreman, respectively. It also noted that each of these Sub-Advisory Agreements were generally the same in all material respects as the previous Sub-Advisory Agreements with respect to each Fund, except for the name of the sub-adviser, the term of the agreements and the sub-advisory fee rate.

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 Funds.

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 Director 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 Directors, 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 Directors, concluded that (1) the terms of the Advisory Contracts are reasonable, fair and in the best interests of each of the Funds 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.

135

VALIC Company II

TRUSTEE AND OFFICER INFORMATION (Unaudited) — August 31, 2009

Name, Birth Date and Address*	Position Held With VALIC Complex	Term of Office and Length of Time Served(4)	Principal Occupations During Past Five Years	Number of Funds in Fund Complex Overseen by Director(2)	Other Directorships Held by Director(3)
Independent Directors
Thomas J. Brown DOB: December 24, 1945	Trustee	2005- Present	Retired. Formerly, Chief Operating Officer and Chief Financial Officer, American General Asset Management (Investment Management) (2000-2002).	48	Trustee, Merrimac Funds, a mutual fund company (2004-Present).
Dr. Judith L. Craven DOB: October 6, 1945	Trustee	1998- Present	Retired Administrator.	87	Director, Belo Corporation, a media company (1992-Present); Director SYSCO Corporation, a food marketing and distribution company (1996-Present). Director, Luby’s Inc., a restaurant chain (1998-Present).
William F. Devin DOB: December 30, 1938	Chairman and Trustee(5)	2001- Present	Retired.	88	Member, Board of Governors, Boston Stock Exchange (1985-Present)
Dr. Timothy J. Ebner DOB: July 15, 1949	Trustee	1998- Present	Professor and Head, Department of Neuroscience (1980-Present), and Visscher Chair of Physiology, University of Minnesota (1999-Present).	48	None.
Judge Gustavo E. Gonzales, Jr. DOB: July 27, 1940	Trustee	1998- Present	Attorney At Law, General Practice (2005-Present) Formerly, Municipal Court Judge, Dallas, TX (1995-2004)	48	None.
Dr. John Wm. Lancaster DOB: December 15, 1923	Trustee	1984- Present	Pastor Emeritus (1998-Present) and formerly Director of Planned Giving (1997-2005), First Presbyterian Church, Houston, TX.	48	None.
Kenneth J. Lavery DOB: December 30, 1949	Trustee	2001- Present	Vice President, Massachusetts Capital Resources Co. (1982-Present).	48	None.
Dr. John E. Maupin, Jr. DOB: October 28, 1946	Trustee	1998- Present	President, Morehouse School of Medicine, Atlanta, Georgia (2006-Present). Formerly, President, Meharry Medical College, Nashville, Tennessee (1994-2006).	48	Director, LifePoint Hospitals, Inc. (2005-Present); Director, HealthSouth Corp. (2004-Present).
Interested Directors
Peter A. Harbeck(1) DOB: January 23, 1954	Trustee	2001- Present	President, CEO and Director, SAAMCo (1995-Present); Director, SunAmerica Capital Services, Inc. (“SACS”) (1993-Present); Chairman, President and CEO, AIG Advisor Group, Inc. (2004-Present)	96	None.
Officers
Kurt Bernlohr DOB: May 27, 1961	President and Principal Executive Officer	2009- Present	President VALIC Financial Advisors, Inc. (2009-Present); President, VALIC Retirement Services Company (2009-Present); Senior Vice President (2009-Present); Vice President (2004-2009), Associate General Counsel (2000-2004), VALIC	N/A	N/A

136

VALIC Company II

TRUSTEE AND OFFICER INFORMATION (Unaudited) — August 31, 2009 — (continued)

Name, Birth Date and Address*	Position Held With VALIC Complex	Term of Office and Length of Time Served(4)	Principal Occupations During Past Five Years	Number of Funds in Fund Complex Overseen by Director(2)	Other Directorships Held by Director(3)
Officers
John Packs     DOB: December 9, 1955	Vice President and Senior Investment Officer	2001- Present	Senior Investment Officer, VALIC (2001-Present).	N/A	N/A
Gregory R. Kingston DOB: January 18, 1966	Treasurer and Principal Financial Officer	2000- Present	Vice President, SAAMCo (2001-Present).	N/A	N/A
Nori L. Gabert DOB: August 15, 1953	Vice President, Chief Legal Officer and Secretary	2000- Present	Vice President and Deputy General Counsel, SAAMCo (2005-Present); Vice President and Senior Counsel SAAMCo (2001-2005).	N/A	N/A
Gregory N. Bressler     DOB: November 17, 1966	Vice President	2005- Present	Senior Vice President and General Counsel, SAAMCo (June 2005 to Present); Formerly Vice President and Director of U.S. Asset Management Compliance, Goldman Sachs Asset Management (June 2004 to June 2005); Deputy General Counsel, Credit Suisse Asset Management LLC (2002-2004).	N/A	N/A
Cynthia A. Skrehot     DOB: December 6, 1967	Vice President and Chief Compliance Officer (“CCO”)	2002- Present	Vice President, SAAMCo and VALIC (2002-Present).	N/A	N/A
Matthew J. Hackethal     DOB: December 31, 1971	Anti-Money Laundering Compliance Officer	2007- Present	Senior Compliance Manager, SAAMCo (2006-Present); Formerly Vice President, Credit Suisse Asset Management (May 2001 to October 2006); CCO, Credit Suisse Alternative Funds (November 2005 to October 2006); Credit Suisse Asset Management Securities, LLC (April 2004 to August 2005)	N/A	N/A
Donna M. Handel     DOB: June 25, 1966	Vice President and Assistant Treasurer	2001- Present	Senior Vice President, SAAMCo (2004-Present); Vice President, SAAMCo (1997-2004).	N/A	N/A
Thomas M. Ward     DOB: November 7, 1966	Vice President	2008	Director, VALIC (1991-Present)	N/A	N/A

* The business address for each Trustee and Officer is 2929 Allen Parkway, Houston, TX, 77019.

(1) Interested Trustee, as defined within the Investment Company Act of 1940 (the “1940 Act”), because of current employment with SAAMCo, an affiliated company with VALIC.

(2) The “Fund Complex” consists of all registered investment company portfolios for which VALIC or an affiliated person of VALIC serves as investment adviser or administrator. The “Fund Complex” includes the AIG Series Trust, Inc. (3 funds), SunAmerica Equity Funds (9 funds), SunAmerica Income Funds (5 funds), SunAmerica Money Market Funds, Inc. (2 funds), SunAmerica Senior Floating Rate Fund, Inc. (1 fund), SunAmerica Focused Series, Inc. (17 portfolios), SunAmerica Focused Alpha Growth Fund, Inc. (1 fund), SunAmerica Focused Alpha Large-Cap Fund, Inc. (1 fund), Anchor Series Trust (9 portfolios), Seasons Series Trust (24 portfolios), SunAmerica Series Trust (35 portfolios), VALIC Company I (33 funds), VALIC Company II (15 funds), AIG Strategic Hedge Fund of Funds (1 fund) and Brazos Mutual Funds (4 funds).

(3) Directorships of companies required to report to the Securities and Exchange Commission under the Securities Exchange Act of 1934 (i.e. “public companies”) or other investment companies registered under the 1940 Act.

(4) Trustees serve until their successors are duly elected and qualified.

(5) Effective July 27, 2005, Mr. Devin became Chairman of the Board.

Additional Information concerning the Trustees and Officers is contained in the Statement of Additional Information and is available without charge by calling 1-800-448-2542.

137

VALIC Company II

SHAREHOLDERS TAX INFORMATION — August 31, 2009 (Unaudited)

Certain tax information regarding VC II is required to be provided to the shareholders based upon each Fund’s income and capital gain distributions for the taxable year ended August 31, 2009.

The information and distributions reported herein may differ from the information and distributions taxable to the shareholders for the calendar year ending December 31, 2009, which will be made available after the end of the calendar year.

During the year ended August 31, 2009 the Funds paid the following long-term capital gains dividends along with the percentage of ordinary income dividends that qualified for the 70% dividends received deductions for corporations:

Fund	��	Net Long-term Capital Gains		Foreign Tax Credit*			Foreign Source Income		Qualifying % for the 70% Dividends Received Deduction
Aggressive Growth Lifestyle		$	4,453,808	$	—		$	—	2.71	%
Capital Appreciation			—		—			—	100.00
Conservative Growth Lifestyle			919,404		—			—	16.09
Core Bond			—		—			—	0.64
High Yield Bond			—		—			—	1.04
International Small Cap Equity			24,510,152		766,091			13,987,695	—
Large Cap Value			—		—			—	100.00
Mid Cap Growth			869,715		—			—	—
Mid Cap Value			9,716,280		—			—	100.00
Moderate Growth Lifestyle			3,877,420		—			—	18.08
Money Market II			—		—			—	—
Small Cap Growth			493,157		—			—	—
Small Cap Value			13,244,321		—			—	85.49
Socially Responsible			2,733,592		—			—	100.00
Strategic Bond			—		—	��		—	0.51

* The Funds make an election under the Internal Revenue Code Section 853 to pass through foreign taxes paid to the shareholders.

138

VALIC Company II

COMPARISONS: FUNDS VS. INDEXES (Unaudited)

In the following pages, we have included graphs that compare the Fund’s performance with certain market indices. These graphs show the hypothetical growth of a $10,000 investment in each Fund versus the same $10,000 investment in comparable market indices. Descriptions of these market indices are provided below the individual graphs. It is important to note that the VC II Funds are professionally managed mutual funds while the indices are not available for investment and are unmanaged.

Please note that the graphs and tables that accompany the following investment comments include all fund expenses, but do not reflect the charges imposed by the variable annuity contract or variable life insurance policy (collectively, the “Contracts”), a qualifying employer-sponsored retirement plan (the “Plans”), or Individual Retirement Accounts (“IRAs”). All dividends are assumed to be reinvested. No expenses are deducted from the performance of the indices.

Investments in stocks and bonds are subject to risk, including stock market and interest rate fluctuations. Investments in non-U.S. stocks are subject to additional risks, including political and social instability, differing securities regulations and accounting standards, and limited public information. Mortgage-backed securities are subject to prepayment, which can result in reinvestment of principal at lower yields. Money market instruments generally offer stability and income, but an investment in these securities, like investments in other portfolios, are not guaranteed by the U.S. government or any other federal government entity. Lower rated high yield, high-risk securities generally involve more credit risk. These securities may also be subject to greater market price fluctuations than lower yielding, higher rated debt securities. The common stocks of medium-sized companies may be more volatile than those of larger, more established companies. Investing in real estate involves special risks, which may not be associated with investing in stocks, including possible declines in real estate values, adverse economic conditions, and changes in interest rates. Investments in small capitalization and emerging growth companies involve greater than average risk. Such securities may have limited marketability and the issuers may have limited product lines, markets and financial resources. The value of such investments may fluctuate more widely than investments in larger, more established companies. The technology industry can be significantly affected by obsolescence, short product cycles, falling prices and profits, and competition from new market participants. Funding choices that primarily invest in one sector are more volatile than those that diversify across many industry sectors and companies.

139

VALIC Company II Aggressive Growth Lifestyle Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

A discussion with AIG Global Investment Corp. (“AIGGIC”)

For the twelve months ending August 31, 2009, the Aggressive Growth Lifestyle Fund returned -10.48%, compared to - -18.25% for the S&P 500^® Index and -11.49% for the blended index.

Over the period, equity markets and real estate markets had significant negative returns while the fixed income markets were positive. The Russell 3000^® Index was down 18.62%, the Morgan Stanley Capital International Europe, Australasia, and Far East (“MSCI EAFE”) Index was down 14.95%, the Financial Times Stock Exchange European Public Real Estate Association/National Association of Real Estate Investment Trusts (“FTSE EPRA/NAREIT”) Index was down 23.06%, and the Barclay’s Capital U.S. Aggregate Bond Index was up 7.94%. Within domestic equities the Russell 1000^® Growth Index outperformed the Russell 1000^® Value Index by 3.51%.

The Fund began the fiscal year in a defensive posture with overweights in large cap growth equities and bond funds. After September 2008, the Fund was positioned even more defensively by adding more weight to the VCI Government Securities Fund and to the VCII Core Bond Fund throughout 2008, which had a positive impact on performance.

In late January, the Fund started migrating equity weightings away from large cap toward small cap and away from growth toward value. In the spring, the Fund’s exposure to the VCI Global Real Estate Fund moved from a defensive underweight to an opportunistic overweight. These changes were positive contributors to performance.

More recently, the Fund has modestly increased exposure to international equities through the VCI International Equities Fund and the VCI Foreign Value Fund. This move enhanced performance. Exposure to the VCI Government Securities Fund was significantly reduced in favor of VCII High Yield Bond Fund, VCII Strategic Bond Fund, and VCII Core Bond Fund. This move also enhanced performance.

140

VALIC Company II Aggressive Growth Lifestyle Fund

COMPARISON: FUND VS. INDEX (Unaudited) — (continued)

For the year ended August 31, 2009, the Aggressive Growth Lifestyle Fund returned -10.48% compared to -18.25% for the S&P 500^® Index and -11.49% for the Blended Index.

* The S&P 500^® Index consists of 500 stocks 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 Fund’s blended index consists of the Russell 3000 Index (54%), Morgan Stanley Capital International^® Europe, Australasia, Far East (“MSCI EAFE”) Index (13%), the Barclays Capital U.S. Aggregate Bond Index (25%) and the FTSE European Public Real Estate Association (“EPRA”)/National Association of Real Estate Investment Trust (“NAREIT”) Global Real Estate Index (8%).

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

**** 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 Russell 3000 Index follows the 3,000 largest U.S. companies, based on total market capitalization.

†† The FTSE EPRA/NAREIT Global Real Estate Index is a global market capitalization weighted index composed of listed real estate securities in the North American, European and Asian real estate markets.

Average Annual Total Return
1 Year	5 Years	10 Years
-10.48%	5.04%	2.81%

Past performance is not predictive of future performance. The performance data quoted represents past performance; past performance does not guarantee future results; the investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost; current performance may be lower or higher than the performance data quoted.

The Fund’s returns reflect investment management fees and other Fund expenses. The Fund’s returns do not reflect charges included in the Variable Contract, Plan or IRA for mortality and expense guarantees, administrative fees or surrender charges.

141

VALIC Company II Capital Appreciation Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

A discussion with Bridgeway Capital Management, Inc.

The Capital Appreciation Fund posted a return of -26.59% for the twelve-month period ending August 31, 2009, compared to a return of -16.76% for the Russell 1000^® Growth Index.

Top contributors included Intel Corp., Fluor, Amgen, Inc., and Schering-Plough. Our best stock selection for the period was Intel Corp. (up 50.0%). Top detractors included First Solar, Inc., Potash Corp. of Saskatchewan, AGCO Corp. and Intuitive Surgical, Inc. Overall, stock selection detracted from performance.

All Russell 1000 Growth sectors delivered negative returns during the period. The fund was underweight Information Technology, the best performing sector in the benchmark, for the majority of the period. It ended the fiscal period with a market weight in the Technology sector.

For the year ended August 31, 2009, the Capital Appreciation Fund returned -26.59% compared to -16.76% for the Russell 1000^® Growth Index.

* The Russell 1000^® Growth Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values.

Average Annual Total Return
1 Year	5 Years	10 Years
-26.59%	-0.55%	-5.09%

Past performance is not predictive of future performance. The performance data quoted represents past performance; past performance does not guarantee future results; the investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost; current performance may be lower or higher than the performance data quoted.

The Fund’s returns reflect investment management fees and other Fund expenses. The Fund’s returns do not reflect charges included in the Variable Contract, Plan or IRA for mortality and expense guarantees, administrative fees or surrender charges.

142

VALIC Company II Conservative Growth Lifestyle Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

A discussion with AIG Global Investment Corp. (“AIGGIC”)

For the twelve-months ending August 31, 2009, the Conservative Growth Lifestyle Fund returned -1.36%, compared to - -18.25% for the S&P 500^® Index and -0.80% for the blended index.

Over the period, equity markets and real estate markets had significant negative returns while the fixed income markets were positive. The Russell 3000^® Index was down 18.62%, the Morgan Stanley Capital International Europe, Australasia, and Far East (“MSCI EAFE”) Index was down 14.95%, the Financial Times Stock Exchange European Public Real Estate Association/National Association of Real Estate Investment Trusts (“FTSE EPRA/NAREIT”) Index was down 23.06%, and the Barclay’s Capital U.S. Aggregate Bond Index was up 7.94%. Within domestic equities the Russell 1000^® Growth^® Index outperformed the Russell 1000^® Value Index by 3.51%.

The Fund began the fiscal year in a defensive posture with overweights in large cap growth equities and in bond funds. After September 2008, the Fund was positioned even more defensively by adding more weight to the VCI Government Securities Fund and to the VCII Core Bond Fund throughout 2008, which had a positive impact on performance.

In late January, the Fund started migrating equity weightings away from large cap toward small cap and away from growth toward value. In the spring, the Fund’s exposure to the VCI Global Real Estate Fund moved from a defensive underweight to an opportunistic overweight. These changes were positive contributors to performance.

More recently, the Fund has modestly increased exposure to international equities through the VCI International Equities Fund and the VCI Foreign Value Fund. This move enhanced performance. Exposure to the VCI Government Securities Fund was significantly reduced in favor of VCII High Yield Bond Fund, VCII Strategic Bond Fund, and VCII Core Bond Fund. This move also enhanced performance.

143

VALIC Company II Conservative Growth Lifestyle Fund

COMPARISON: FUND VS. INDEX (Unaudited) — (continued)

For the year ended August 31, 2009, the Conservative Growth Lifestyle Fund returned -1.36% compared to -18.25% for the S&P 500^® Index and -0.80% for the Blended Index.

* The S&P 500^® Index consists of 500 stocks 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 Fund’s blended index consists of the Russell 3000 Index (24%), Morgan Stanley Capital International^® Europe, Australasia, Far East (“MSCI EAFE”) Index (8%), the Barclays Capital U.S. Aggregate Bond Index (65%) and the FTSE European Public Real Estate Association (“EPRA”)/National Association of Real Estate Investment Trust (“NAREIT”) Global Real Estate Index (3%).

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

**** 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 Russell 3000 Index follows the 3,000 largest U.S. companies, based on total market capitalization.

†† The FTSE EPRA/NAREIT Global Real Estate Index is a global market capitalization weighted index composed of listed real estate securities in the North American, European and Asian real estate markets.

Average Annual Total Return
1 Year	5 Years	10 Years
-1.36%	4.60%	4.62%

Past performance is not predictive of future performance. The performance data quoted represents past performance; past performance does not guarantee future results; the investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost; current performance may be lower or higher than the performance data quoted.

The Fund’s returns reflect investment management fees and other Fund expenses. The Fund’s returns do not reflect charges included in the Variable Contract, Plan or IRA for mortality and expense guarantees, administrative fees or surrender charges.

144

VALIC Company II Core Bond Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

A discussion with AIG Global Investment Corp. (“AIGGIC”)

The Core Bond Fund posted a return of 6.87% for the twelve-month period ending August 31, 2009, compared to a return of 7.94% for the Barclays Capital U.S. Aggregate Bond Index.

Sector selection had an adverse impact on the relative performance of the Fund versus the benchmark. Exposure to industrials and financials proved the largest detractors from performance. Reduced exposure in the beginning of 2009 to the banking sector, contributed to relative performance.

High yield issues such as Smurfit Stone Container and Paxson Communications Corp. were the largest detractors from performance. In addition, exposure to Lehman Brothers negatively impacted performance.

The higher yielding nature of the Fund versus the benchmark was the largest positive contributor to the performance of the Fund.

For the year ended August 31, 2009, the Core Bond Fund returned 6.87% compared to 7.94% for the Barclays Capital U.S. Aggregate Bond Index.

* 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.

Average Annual Total Return
1 Year	5 Years	10 Years
6.87%	3.91%	5.11%

Past performance is not predictive of future performance. The performance data quoted represents past performance; past performance does not guarantee future results; the investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost; current performance may be lower or higher than the performance data quoted.

The Fund’s returns reflect investment management fees and other Fund expenses. The Fund’s returns do not reflect charges included in the Variable Contract, Plan or IRA for mortality and expense guarantees, administrative fees or surrender charges.

145

VALIC Company II High Yield Bond Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

The High Yield Bond Fund posted a return of -7.97% for the twelve-month period ending August 31, 2009, compared to its benchmark, the Citigroup High-Yield Market Index, which returned 5.31%.

A discussion with AIG Global Investment Corp. (“AIGGIC”)

Credit selection was the primary source of underperformance during the period. Security selection was particularly weak in the finance-other sector, which includes insurance companies, securities firms, real estate investment trusts and other non-bank financial firms. Other sectors where credit selection was a notable detraction include automotive supplies, paper and forest product and diversified telecom. Credit selection in the leisure, pharmaceuticals and technology sectors contributed to performance. Overweighting the healthcare, pharmaceutical and underweighting publishing also contributed to performance.

Effective July 24, 2009 Wellington Management Company, LLP replaced AIG Global Investment Corp. as investment sub-adviser of the Fund.

A discussion with Wellington Management Company, LLP

During this period, security selection in transportation, media-non cable and pharmaceutical sectors was the primary driver of under-performance. The Fund was also hurt by underweight to the technology, retail stores and home construction sectors. The Fund benefited from strong security selection in utilities and an underweight to the wireless sector, and an overweight to financial services.

For the year ended August 31, 2009, the High Yield Bond Fund returned -7.97% compared to 5.31% for the Citigroup High-Yield Market Index.

* The Citigroup High Yield Market Index measures the performance of below investment grade debt issued by corporations domiciled in the United States or Canada. All of the bonds in such index are publicly placed, have a fixed coupon, and are nonconvertible.

Average Annual Total Return
1 Year	5 Years	10 Years
-7.97%	3.76%	5.18%

Past performance is not predictive of future performance. The performance data quoted represents past performance; past performance does not guarantee future results; the investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost; current performance may be lower or higher than the performance data quoted.

The Fund’s returns reflect investment management fees and other Fund expenses. The Fund’s returns do not reflect charges included in the Variable Contract, Plan or IRA for mortality and expense guarantees, administrative fees or surrender charges.

146

VALIC Company II International Small Cap Equity Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

A discussion with AIG Global Investment Corp. (“AIGGIC”)

The International Small Cap Equity Fund posted a return of -17.61% for the twelve-month period ending August 31, 2009, compared to a return of -8.88% for the Morgan Stanley Capital International (“MSCI”) Europe, Australasia, and Far East (“EAFE”) Small Cap Index.

The positive contributions to performance were from positions in the Japanese healthcare and consumer staples sectors and south-east Asian financial. Stocks sector bets in European industrials and energy stocks had a negative effect on performance.

Security selection had a negative effect on performance. The top five contributors were: Henderson Group PLC, Mediolanum, United Internet AG, Pigeon Corp. and Sonova Holding AG. The bottom five detractors were: Lamprell PLC, SGL Carbon AG, K&S AG, Boskalis Westminster and Bekaert SA.

Overweight positions in China, Taiwan and Ireland, and underweight positions in Australia, Norway and France were positive contributors to performance.

Stock selection in China, Denmark, and Netherlands was a positive contributor to performance. Stock selection in Japan and the UK were the main detractors from performance.

For the year ended August 31, 2009, the International Small Cap Equity Fund returned -17.61% compared to -8.88% for the MSCI EAFE Small Cap Index.

* The Morgan Stanley Capital International Europe, Australasia, and the Far East Index (“MSCI EAFE”) Small Cap Index is comprised of 40% of the full market capitalization of the eligible small cap universe with each industry group and each country in the MSCI EAFE Index.

Average Annual Total Return
1 Year	5 Years	10 Years
-17.61%	6.56%	3.74%

Past performance is not predictive of future performance. The performance data quoted represents past performance; past performance does not guarantee future results; the investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost; current performance may be lower or higher than the performance data quoted.

The Fund’s returns reflect investment management fees and other Fund expenses. The Fund’s returns do not reflect charges included in the Variable Contract, Plan or IRA for mortality and expense guarantees, administrative fees or surrender charges.

147

VALIC Company II Large Cap Value Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

A discussion with SSgA Funds Management, Inc.

The Large Cap Value Fund posted a return of -22.55% for the twelve-month period ending August 31, 2009, compared to a return of -20.27% for the Russell 1000^® Value Index.

Poor stock selection was the main driver of the under-performance resulting in under-performance within seven of ten economic sectors. Industrials, consumer staples, and utilities were among the biggest detractors. Positions in United Rentals and Graftech detracted from results. An overweight position in dairy product maker Dean Foods lead to poor returns in consumer staples. The portfolio did have success in the financials and consumer discretionary sectors. Overweights to AutoZone Inc., Ross Stores, and NVR Inc. drove excess performance within the consumer discretionary sector.

For the year ended August 31, 2009, the Large Cap Value Fund returned -22.55% as compared to -20.27% for the Russell 1000^® Value Index.

* The Russell 1000^® Value Index measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values.

Average Annual Total Return
1 Year	5 Years	10 Years
-22.55%	-0.19%	1.63%

Past performance is not predictive of future performance. The performance data quoted represents past performance; past performance does not guarantee future results; the investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost; current performance may be lower or higher than the performance data quoted.

The Fund’s returns reflect investment management fees and other Fund expenses. The Fund’s returns do not reflect charges included in the Variable Contract, Plan or IRA for mortality and expense guarantees, administrative fees or surrender charges.

148

VALIC Company II Mid Cap Growth Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

A discussion with Invesco Aim Capital Management, Inc.

The Mid Cap Growth Fund posted a return of -21.43% for the twelve-month period ending August 31, 2009, compared to a return of -20.21% for the Russell MidCap^® Growth Index.

The Fund’s greatest contribution to performance was in the consumer discretionary sector, driven by solid stock selection. Examples of holdings that made key contributions to performance included O’Reilly Automotive Inc. The Fund also outperformed in other sectors, including materials, energy, financials and information technology. The Fund’s holdings in each of these sectors generally outperformed those of the benchmark.

Under-performance was concentrated in four sectors: industrials, health care, telecommunication services and consumer staples. The Fund underperformed by the widest margin in the industrials sector, driven by stock selection. The leading detractor to fund performance was industrials company Bucyrus International Inc.

At the close of the period, the Fund’s largest overweight positions were in the financials and materials sectors. The Fund’s largest underweight positions were in the more defensive consumer staples, health care and utilities sectors.

For the year ended August 31, 2009, the Mid Cap Growth Fund returned -21.43% compared to -20.21% for the Russell Midcap^® Growth Index.

* The Russell MidCap^® Growth Index measures the performance of those mid cap companies with higher price-to-book ratios and higher forecasted growth values. The stocks are also members of the Russell 1000^® Growth Index.

Average Annual Total Return
1 Year	5 Years	10 Years
-21.43%	3.07%	-1.45%

Past performance is not predictive of future performance. The performance data quoted represents past performance; past performance does not guarantee future results; the investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost; current performance may be lower or higher than the performance data quoted.

The Fund’s returns reflect investment management fees and other Fund expenses. The Fund’s returns do not reflect charges included in the Variable Contract, Plan or IRA for mortality and expense guarantees, administrative fees or surrender charges.

149

VALIC Company II Mid Cap Value Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

The Mid Cap Value Fund posted a return of -14.17% for the twelve-month period ending August 31, 2009, compared to a return of -18.66% for the Russell 2500^® Value Index.

A discussion with FAF Advisors, Inc. — regarding their portion of the Fund (the “portfolio”)

Sector selection contributed 2.4% to relative excess performance as the portfolio benefited from its overweight position in the consumer discretionary and consumer staples sectors as well as its underweight position in financials. A modest allocation toward cash also helped performance given significant negative returns for the benchmark. Stock selection/interaction contributed 2.6% to relative performance due to positive stock selection in the utility, consumer discretionary and energy sectors, which was partially offset by adverse stock selection in the technology and telecommunication services sectors.

Stocks which most positively impacted performance during the period included Ford Motor Company (F), Kohl’s (KSS), and Gap (GPS) in the consumer discretionary sector. Celanese (CE) and Freeport McMoran Copper & Gold (FCX) outperformed within the materials sector. Enterprise software provider BMC Software (BMC), utility PG&E (PCG), specialty insurance underwriter WR Berkley (WRB), soft drink bottler Pepsi Bottling Group (PBG) and pharmaceutical distributor AmerisourceBergen (ABC) also contributed positively to performance during the period.

Stocks which most negatively impacted performance during the period included financial sector holdings Assurant (AIZ), Regions Financial (RF) and Fifth Third Bancorp (FITB). In the materials sector, Eastman Chemical (EMN) and Owens Illinois (OI) underperformed while El Paso (EP) and Nabors Industries (NBR) underperformed in the energy sector. Telecom carrier TW Telecom (TWTC), airline Southwest Airlines (LUV), retailer JC Penney (JCP) and semiconductor manufacturer Fairchild Semiconductor (FCS) also contributed negatively to performance.

A discussion with Wellington Management Company, LLP — regarding their portion of the Fund (the “portfolio”)

The portfolio’s security selection was the primary driver of excess performance during the period. Security selection in financials, health care, and energy contributed the most to relative results. PHH Corporation, Annaly Capital Management, and Huntington Bancshares were among the top contributors on an individual basis in the financials sector and in the portfolio. Health care name Barr Pharmaceuticals was also among the top relative contributors to portfolio performance. Within the energy sector, the position in Weatherford International and avoidance of Forest Oil and Helmerich & Payne helped performance. Among the top relative detractors from performance were Cliffs Natural Resources in the materials sector), Sovereign Bancorp in the financials sector, and SeaGate Technology in the information technology sector.

Overall, sector allocation contributed positively to relative results, helped by overweights to the energy, consumer staples, and health care sectors. An underweight to the financials sector and an overweight to the materials sector partially offset positive results in other sectors.

For the year ended August 31, 2009, the Mid Cap Value Fund returned -14.17% compared to -18.66% for the Russell 2500^® Value Index.

* The Russell 2500^® Value Index measures the performance of those Russell 2500^® companies (the 2500 smallest companies, by market capitalization in the Russell 3000^® Index) with lower price-to-book ratios and lower forecasted growth values.

Average Annual Total Return
1 Year	5 Years	10 Years
-14.17%	3.04%	6.93%

Past performance is not predictive of future performance. The performance data quoted represents past performance; past performance does not guarantee future results; the investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost; current performance may be lower or higher than the performance data quoted.

The Fund’s returns reflect investment management fees and other Fund expenses. The Fund’s returns do not reflect charges included in the Variable Contract, Plan or IRA for mortality and expense guarantees, administrative fees or surrender charges.

150

VALIC Company II Moderate Growth Lifestyle Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

A discussion with AIG Global Investment Corp. (“AIGGIC”)

For the twelve-months ending August 31, 2009, the Moderate Growth Lifestyle Fund returned -5.33%, compared to -18.25% for the S&P 500^® Index and -6.12% for the blended index.

Over this period, equity markets and real estate markets had significant negative returns while the fixed income markets were positive. The Russell 3000^® Index was down 18.62%, the Morgan Stanley Capital International Europe, Australasia, and Far East (“MSCI EAFE”) Index was down 14.95%, the Financial Times Stock Exchange European Public Real Estate Association/National Association of Real Estate Investment Trusts (“FTSE/EPRA NAREIT”) Index was down 23.06%, and the Barclay’s Capital U.S. Aggregate Bond Index was up 7.94%. Within domestic equities the Russell 1000^® Growth Index outperformed the Russell 1000^® Value Index by 3.51%.

The Fund began the year in a defensive posture with overweights in large cap growth equities and in bond funds. After September 2008, the Fund was positioned even more defensively by adding more weight to the VCI Government Securities Fund and to the VCII Core Bond Fund throughout 2008, which had a positive impact on performance.

In late January, the Fund started migrating equity weightings away from large cap toward small cap and away from growth toward value. In the spring, the Fund’s exposure to the VCI Global Real Estate Fund moved from a defensive underweight to an opportunistic overweight. These changes were positive contributors to performance.

More recently, the Fund has modestly increased exposure to international equities through the VCI International Equities Fund and the VCI Foreign Value Fund. This move enhanced performance. Exposure to the VCI Government Securities Fund was significantly reduced in favor of VCII High Yield Bond Fund, VCII Strategic Bond Fund, and VCII Core Bond Fund. This move also enhanced performance.

151

VALIC Company II Moderate Growth Lifestyle Fund

COMPARISON: FUND VS. INDEX (Unaudited) — (continued)

For the year ended August 31, 2009, the Moderate Growth Lifestyle Fund returned -5.33% compared to -18.25% for the S&P 500^® Index and -6.12% for the Blended Index.

* The S&P 500^® Index consists of 500 stocks 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 blended index consists of the Russell 3000 Index (40%), Morgan Stanley Capital International^® Europe, Australasia, Far East (“MSCI EAFE”) Index (10%), the Barclays Capital U.S. Aggregate Bond Index (45%) and the FTSE European Public Real Estate Association (“EPRA”)/National Association of Real Estate Investment Trust (“NAREIT”) Global Real Estate Index (5%).

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

**** 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 Russell 3000 Index follows the 3,000 largest U.S. companies, based on total market capitalization.

†† The FTSE EPRA/NAREIT Global Real Estate Index is a global market capitalization weighted index composed of listed real estate securities in the North American, European and Asian real estate markets.

Average Annual Total Return
1 Year	5 Years	10 Years
-5.33%	4.79%	4.07%

Past performance is not predictive of future performance. The performance data quoted represents past performance; past performance does not guarantee future results; the investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost; current performance may be lower or higher than the performance data quoted.

The Fund’s returns reflect investment management fees and other Fund expenses. The Fund’s returns do not reflect charges included in the Variable Contract, Plan or IRA for mortality and expense guarantees, administrative fees or surrender charges.

152

VALIC Company II Money Market II Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

A discussion with SunAmerica Asset Management Corp.

The Money Market II Fund posted a return of 0.89% for the twelve-month period ending August 31, 2009, compared to a return of 0.31% for its benchmark, the Treasury Bill Three-Month Index.

The fiscal period began with the Fed Funds Target Rate at 2%. Following the dramatic events of September 2008, among them Fannie Mae and Freddie Mac entering government conservatorship and Lehman Brothers filing for bankruptcy, the Federal Reserve acted in early October 2008 by lowering the Federal Funds Target Rate by 0.50% to 1.50%. At the end of October, the Federal Reserve implemented an additional 0.50% reduction to bring the Target Rate to 1.00%. The Federal Reserve made this cut, noting the markedly slowing pace of economic activity, owing significantly to a decline in consumer expenditures. At the December 2008 meeting, the Federal Reserve continued its aggressive actions setting a Federal Funds Rate Target between 0% and 0.25%. The Federal Reserve has maintained its accommodative stance throughout their 2009 policy meetings keeping interest rates steady. They have stated that they will employ all available tools to promote economic recovery and to preserve price stability.

The other major event impacting money market investing occurred on September 17, 2008 when the Reserve Management Corporation’s Reserve Primary Fund wrote off $785 million in Lehman Holdings and broke the $1 net asset value traditionally held by money market funds. In response to this event, on September 19, 2008 the Federal Reserve announced the Asset Backed Commercial Paper Money Market Mutual Fund Liquidity Facility to bring stability back into the short-term credit markets. On the same day, the U.S. Treasury announced the establishment of Treasury’s Temporary Guarantee Program for the money market industry. In this program, the Treasury agreed to issue the holdings of any publicly eligible money market mutual fund, both retail and institutional, that pays a fee to participate in the program. The Fund participates in this program which expired on September 18, 2009.

As one would expect, yields on Money Market securities decreased steadily throughout the fiscal year. Yields on 1-month CDs have declined from 2.575% at the beginning of the fiscal period to approximately 0.25% at the end of the period. In order to preserve yields, value was added through active management of the Fund’s duration, specifically by purchasing longer-dated fixed rate instruments as well as floating rate notes.

Sector selection had an impact on the portfolio. Given our outlook for continued decreases in the Federal Funds rate, we continued to emphasize longer rate fixed rate and floating rate securities while selectively purchasing short-dated securities when relative value opportunities were discovered. In these challenging times, we strive to preserve yield while maintaining our emphasis on liquidity and quality.

Average Annual Total Return
1 Year	5 Years	10 Years
0.89%	2.97%	2.85%

Past performance is not predictive of future performance. The performance data quoted represents past performance; past performance does not guarantee future results; the investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost; current performance may be lower or higher than the performance data quoted.

The Fund’s returns reflect investment management fees and other Fund expenses. The Fund’s returns do not reflect charges included in the Variable Contract, Plan or IRA for mortality and expense guarantees, administrative fees or surrender charges.

153

VALIC Company II Small Cap Growth Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

A discussion with JPMorgan Investment Management, Inc. (“JP Morgan”)

The Small Cap Growth Fund posted a return of -17.44% for the twelve-month period ending August 31, 2009, compared to a return of -22.02% for the Russell 2000^® Growth Index.

Stock selection in the energy sector and an underweight in the producer durable sector contributed to results. Negatively impacting returns was stock selection in the material/ processing sector and an underweight in the consumer staple sector.

Among the largest contributors to performance was THQ Inc., a video game publisher, whose shares advanced as its results topped expectations. Data Domain, contributed to performance as well.

On the negative side, Penn Virginia Corp. was among the detractors from performance. The natural gas and oil producer fell as a result of a decline in oil prices, particularly earlier in the period. Century Aluminum Co. also hurt returns, as the aluminum producer was hurt by weakness in commodities.

For the year ended August 31, 2009, the Small Cap Growth Fund returned -17.44% compared to -22.02% for the Russell 2000^® Growth Index.

* The Russell 2000^® Growth Index measures the performance of those Russell 2000^® companies with higher price-to-book ratios and higher forecasted growth values.

Average Annual Total Return
1 Year	5 Years	10 Years
-17.44%	-0.28%	-1.60%

Past performance is not predictive of future performance. The performance data quoted represents past performance; past performance does not guarantee future results; the investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost; current performance may be lower or higher than the performance data quoted.

The Fund’s returns reflect investment management fees and other Fund expenses. The Fund’s returns do not reflect charges included in the Variable Contract, Plan or IRA for mortality and expense guarantees, administrative fees or surrender charges.

154

VALIC Company II Small Cap Value Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

A discussion with JPMorgan Investment Advisors, Inc.

The Small Cap Value Fund posted a return of -21.71% for the twelve-month period ending August 31, 2009, compared to a return of -20.68% for the Russell 2000^® Value Index.

Security selection in the systems hardware, insurance, and semiconductor sectors detracted the most from performance, while the financial, Real Estate Investment Trust (REIT), and media sectors provided the largest contributions to performance.

The Fund’s top detractors during the period were transportation broker Pacer International Inc. and real estate investment trust Lexington Realty Trust.

Two top contributors to Fund performance were EPIQ Systems Inc., a developer of software used in bankruptcy filings, and packaging maker Rock-Tenn Co. Other top contributors to performance were overweight positions in Charming Shoppes Inc. and American Equity Investment Life Holding Co. Not holding Colonial Bancgroup, which declined 98.5%, helped performance relative to the benchmark.

For the year ended August 31, 2009, the Small Cap Value Fund returned -21.71% compared to -20.68% for the Russell 2000^® Value Index.

* The Russell 2000^® Value Index measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values.

Average Annual Total Return
1 Year	5 Years	10 Years
-21.71%	1.44%	6.14%

Past performance is not predictive of future performance. The performance data quoted represents past performance; past performance does not guarantee future results; the investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost; current performance may be lower or higher than the performance data quoted.

The Fund’s returns reflect investment management fees and other Fund expenses. The Fund’s returns do not reflect charges included in the Variable Contract, Plan or IRA for mortality and expense guarantees, administrative fees or surrender charges.

155

VALIC Company II Socially Responsible Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

A discussion with AIG Global Investment Corp. (“AIGGIC”)

The Socially Responsible Fund posted a return of -19.20% for the twelve-month period ending August 31, 2009, compared to its benchmark, the S&P 500 Index, which returned -18.25%.

Under-performance was due to two conflicting factors, stock selection and sector weightings. The sector weights benefited the Fund, while stock selection detracted by a similar amount. Over the past year, underweighting of the industrial sector benefited the Fund significantly. The industrial sector has numerous companies that do not pass the social mandate. As a result, the Fund is usually underweight industrials, given that largest names, including GE, 3M, and Texas Industries Inc. are not compliant with the social criteria. Unfortunately, the strong performance of the sector weightings was off-set by negative stock selection. One name on the positive side that warrants mentioning is JP Morgan. JP Morgan which was up more than 15% over the past year, while the financial sector was down over 28%, contributed most significantly to performance. The credit melt down in the financial sector was very influential over the past year. The leading laggards of the Fund were a pair of financial companies, Citigroup and Hartford Financial which were down 73% and 60%, respectively.

For the year ended August 31, 2009, the Socially Responsible Fund returned -19.20% compared to -18.25% for the S&P 500^® Index.

* The S&P 500^® Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value weighted index (stock price times number of shares outstanding), with each stock’s weight in the index proportionate to its market value.

Average Annual Total Return
1 Year	5 Years	10 Years
-19.20%	0.27%	-1.23%

Past performance is not predictive of future performance. The performance data quoted represents past performance; past performance does not guarantee future results; the investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost; current performance may be lower or higher than the performance data quoted.

The Fund’s returns reflect investment management fees and other Fund expenses. The Fund’s returns do not reflect charges included in the Variable Contract, Plan or IRA for mortality and expense guarantees, administrative fees or surrender charges.

156

VALIC Company II Strategic Bond Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

A discussion with AIG Global Investment Corp. (“AIGGIC”)

The Strategic Bond Fund posted a return of 2.23% for the twelve-month period ending August 31, 2009, compared to its benchmark, the Barclays Capital U.S. Aggregate Bond Index, which returned 7.94%.

Sector selection had an adverse impact on the relative performance of the Fund versus the benchmark. Exposure to industrials and utilities proved the largest detractors from performance. Reduced exposure to bank and financial sectors in the beginning of 2009, contributed to relative performance.

Sovereign bonds, specifically those issued by Sweden and Australia were the top contributors to performance. High yield issues such as Smurfit Stone Container and Paxson Communications were the largest detractors from performance.

The higher yielding nature of the Fund versus the benchmark was the largest positive contributor to the performance of the Fund.

For the year ended August 31, 2009, the Strategic Bond Fund returned 2.23% compared to 7.94% for the Barclays Capital U.S. Aggregate Bond Index.

* 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.

Average Annual Total Return
1 Year	5 Years	10 Years
2.23%	5.37%	7.17%

Past performance is not predictive of future performance. The performance data quoted represents past performance; past performance does not guarantee future results; the investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost; current performance may be lower or higher than the performance data quoted.

The Fund’s returns reflect investment management fees and other Fund expenses. The Fund’s returns do not reflect charges included in the Variable Contract, Plan or IRA for mortality and expense guarantees, administrative fees or surrender charges.

157

VALIC Company II

SUPPLEMENT TO PROSPECTUS (Unaudited)

Supplement to Prospectus dated January 1, 2009

Mid Cap Value Fund. In the section titled “About VC II’s Management – Investment Sub-Advisers – FAF Advisers, Inc.,” the disclosure with respect to Terry Sloan is deleted in its entirety. Kevin Earley and Brett Mellum will continue to serve as co-lead portfolio managers of the Fund.

Date: September 28, 2009

158

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

AIG Global Investment Corp.

70 Pine Street

New York, New York 10270

SunAmerica Asset Management Corp.

Haborside Financial Center

3200 Plaza 5

Jersey City, New Jersey 07311

Invesco Aim Capital Management, Inc.

11 Greenway Plaza

Houston, Texas 77046

Bridgeway Capital Management, Inc.

5615 Kirby Dr., Suite 518

Houston, Texas 77005

FAF Advisors, Inc.

800 Nicollet Mall

Minneapolis, Minnesota 55402

JPMorgan Investment Advisors Inc.

1111 Polaris Parkway

Columbus, Ohio 43271-0211

J.P. Morgan Investment Management Inc.

245 Park Avenue

New York, New York 10167

SSgA Funds Management, Inc.

State Street Financial Center

One Lincoln Street

Boston, Massachusetts 02111-2900

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.

VALIC ONLINE

Account Access

You must establish a
Unique User Identification
(ID) and Password; create your security profile by using
the online account services.   By using a numeric Personal Identification Number (PIN)
you can also access
VALIC’s toll-free
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 11288 (08/2009) J74500

Item 2. Code of Ethics.

VALIC Company II (“the registrant”) has adopted a Code of Ethics applicable to its Principal Executive and Principal Accounting Officers pursuant to Section 406 of the Sarbanes-Oxley Act of 2002. During the fiscal year 2009, there were no reportable amendments, waivers, or implicit waivers to a provision of the Code of Ethics that applies to the registrant’s Principle Executives and Principal Accounting Officers.

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Trustees has determined that Thomas J. Brown qualifies as an audit committee financial expert, as defined in instructions to Item 3(a) of Form N-CSR. Mr. Brown is considered to be “independent” for purposes of Item 3(a)(2) of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

(a) - (d) Aggregate fees billed to the registrant for the last two fiscal years for professional services rendered by the registrant’s principal accountant were as follows:

	2009		2008
(a) Audit Fees	$	289,500	$	289,500
(b) Audit-Related Fees	$	0	$	0
(c) Tax Fees	$	2,281	$	0
(d) All Other Fees	$	0	$	0

Audit Fees include amounts related to the audit of the registrant’s annual financial statements and services normally provided by the principal accountant in connection with statutory and regulatory filings. Tax Fees principally include tax advice and tax planning.

Aggregate fees billed to the investment adviser and Adviser Affiliates (as defined below in Item 4(e)) that are required to be pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X for the last two fiscal years for services rendered by the registrant’s principal accountant were as follows:

	2009		2008
(b) Audit-Related Fees	$	0	$	0
(c) Tax Fees	$	0	$	0
(d) All Other Fees	$	0	$	0

In addition, Ernst & Young, LLP is performing tax services for the Trust. For the fiscal years ended 2009 and 2008, the fees for these tax services were $133,456 and $136,500, respectively.

(e)    (1) The registrant’s audit committee pre-approves all audit services provided by the registrant’s principal accountant for the registrant and all non-audit services provided by the registrant’s principal accountant for the

registrant, its investment adviser and any entity controlling, controlled by, or under common control with the investment adviser (“Adviser Affiliates”) that provides ongoing services to the registrant, if the engagement by the investment adviser or Adviser Affiliate relates directly to the operations and financial reporting of the registrant. The audit committee has not presently established any pre-approval policies and procedures that permit the pre-approval of the above services other than by the full audit committee. Certain de minimis exceptions are allowed for non-audit services in accordance with Rule 2-01(c)(7)(i)(C) of Regulation S-X as set forth in the Registrant's audit committee charter.

(2) No services included in (b) - (d) above in connection with fees billed to the registrant or the investment adviser or Adviser Affiliates were approved pursuant to paragraph (c)(7)(i)(c) of Rule 2-01 of Regulation S-X.

(f) Not Applicable.

(g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant’s principal accountant for non-audit services rendered to the registrant, its investment adviser, and Adviser Affiliates that provides ongoing services to the registrant for 2009 and 2008 were $814,461 and $461,499, respectively.

(h) Non-audit services rendered to the registrant’s investment adviser and any Adviser Affiliates that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X were considered by the registrant’s audit committee as to whether they were compatible with maintaining the principal accountant’s independence.

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) Code of Ethics applicable to its Principal Executive and Principal Accounting Officers pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 attached hereto as Exhibit 99.406.Code of Ethics.

(2) Certifications 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: November 06, 2009

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: November 06, 2009

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

Date: November 06, 2009