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)

2919 Allen Parkway, Houston, TX 77019

(Address of principal executive offices) (Zip code)

Kurt W. Bernlohr

Senior Vice President

The Variable Annuity Life Insurance Company

2919 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, 2011

Item 1. Reports to Stockholders

VALIC Company II

Annual Report, August 31, 2011

SAVING :INVESTING :PLANNING

VALIC Company II

ANNUAL REPORT AUGUST 31, 2011

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	27
International Small Cap Equity Fund	38
Large Cap Value Fund	46
Mid Cap Growth Fund	51
Mid Cap Value Fund	55
Moderate Growth Lifestyle Fund	61
Money Market II Fund	63
Small Cap Growth Fund	66
Small Cap Value Fund	70
Socially Responsible Fund	80
Strategic Bond Fund	86
Statements of Assets and Liabilities	108
Statements of Operations	111
Statements of Changes in Net Assets	114
Notes to Financial Statements	118
Financial Highlights	132
Report of Independent Registered Public Accounting Firm	140
Approval of Advisory Agreements	141
Trustees and Officers Information	146
Shareholders Tax Information	148
Comparisons: Funds vs. Indexes	149
Supplements to Prospectus	168

VALIC Company II

PRESIDENT’S LETTER

Dear Valued Investor:

We are pleased to provide you with the following 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, 2011. We encourage you to carefully read this report and hope you find it informative and helpful.

Significant global events during the twelve-month reporting period amply demonstrated that we continue to live in challenging times. In Japan, a devastating earthquake and tsunami triggered supply chain disruptions and other global economic ripples that will likely take years to quiet. The Middle East and North Africa experienced widespread political upheaval with long-standing governments falling. Across Europe, a deepening sovereign debt and banking crisis threatened to re-ignite a global recession. And in the United States, an August debt ceiling showdown in Congress and near default, and the subsequent downgrade of the U.S. long-term credit rating by Standard and Poor’s, the first such downgrade in history, highlighted Washington’s seeming inability to seriously deal with the country’s significant economic challenges.

Despite these events, however, most major stock and bond indexes generated positive returns during the reporting period, spurred in part by rebounds in consumer spending and stronger balance sheets by many businesses throughout the world. The twelve-months ending August 31, 2011 saw total returns of 18.50% for the S&P 500^® Index*, 4.62% for the Barclays Capital U.S. Aggregate Bond Index**, and 10.01% for the MSCI EAFE Index (net)***. The Federal Reserve’s second round of quantitative easing (known as “QE2”) was also widely credited with helping to fuel generally rising markets.

Yet as the reporting period drew to a close summer doldrums and renewed investor fears set in as global markets generally faltered. In the United States, for example, the economic data remained mixed with generally improving corporate earnings and dividend payments offset by stubbornly high levels of unemployment and continued weakness in the housing market. The U.S. and European debt problems and geopolitical concerns in the Middle East also intensified. These events served as important reminders that global financial markets continue to face numerous challenges and uncertainties as they strive to sustain fragile recoveries.

During these challenging times, we encourage you to stay focused on long-term investment strategies and not be distracted by short-term market rallies and declines, which tend to smooth out over time in any event. We continue to believe that a well-defined and executed investment plan is the key to reaching your financial goals over time. To this end, we recommend that you meet your financial advisor periodically to ensure that you maintain a diversified portfolio appropriate for your long-term goals and risk to tolerance.

Thank you for your investment with VALIC Company II. We appreciate your ongoing confidence in us and look forward to helping you meet your investment goals in the years ahead.

Sincerely,

Kurt W. Bernlohr, President

VALIC Company II

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

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

*** The Morgan Stanley Capital International (MSCI), Europe, Australasia, Far East (EAFE) Index (net) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. The net index approximates the minimum possible dividend reinvestment and assumes that the dividend is reinvested after the deduction of with holding tax, applying the rate to non-resident individuals who do not benefit from double taxation treaties.

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

1

VALIC Company II

EXPENSE EXAMPLE — August 31, 2011 (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, 2011 and held until August 31, 2011. 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”), qualified retirement plans (the “Plans”) and Individual Retirement Plan Accounts (“IRA”) 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, 2011” to estimate the expenses you paid on your account during this period. The “Expenses Paid During the Six Months Ended August 31, 2011” column and the “Expense Ratio as of August 31, 2011” 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, 2011” 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, 2011” column and the “Expense Ratio as of August 31, 2011” 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, 2011” 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, 2011 (Unaudited) — (continued)

	Actual						Hypothetical
Fund#	Beginning Account Value at March 1, 2011		Ending Account Value Using Actual Return at August  31, 2011		Expenses Paid During the Six Months Ended August  31, 2011*		Beginning Account Value at March 1, 2011		Ending Account Value Using a Hypothetical 5% Assumed Return at August  31, 2011		Expenses Paid During the Six Months Ended August  31, 2011*		Expense Ratio as of August 31, 2011*
Aggressive Growth Lifestyle	$	1,000.00	$	950.45	$	0.49	$	1,000.00	$	1,024.70	$	0.51		0.10	%
Capital Appreciation	$	1,000.00	$	924.06	$	4.12	$	1,000.00	$	1,020.92	$	4.33		0.85	%
Conservative Growth Lifestyle	$	1,000.00	$	985.94	$	0.50	$	1,000.00	$	1,024.70	$	0.51		0.10	%
Core Bond	$	1,000.00	$	1,028.30	$	3.94	$	1,000.00	$	1,021.32	$	3.92		0.77	%
High Yield Bond	$	1,000.00	$	973.26	$	4.77	$	1,000.00	$	1,020.37	$	4.89		0.96	%
International Small Cap Equity	$	1,000.00	$	902.32	$	4.79	$	1,000.00	$	1,020.16	$	5.09		1.00	%
Large Cap Value@	$	1,000.00	$	880.71	$	3.84	$	1,000.00	$	1,021.12	$	4.13		0.81	%
Mid Cap Growth@	$	1,000.00	$	928.57	$	4.13	$	1,000.00	$	1,020.92	$	4.33		0.85	%
Mid Cap Value@	$	1,000.00	$	859.88	$	4.92	$	1,000.00	$	1,019.91	$	5.35		1.05	%
Moderate Growth Lifestyle	$	1,000.00	$	964.74	$	0.50	$	1,000.00	$	1,024.70	$	0.51		0.10	%
Money Market II	$	1,000.00	$	1,000.05	$	0.86	$	1,000.00	$	1,024.35	$	0.87		0.17	%
Small Cap Growth@	$	1,000.00	$	888.81	$	5.52	$	1,000.00	$	1,019.36	$	5.90		1.16	%
Small Cap Value@	$	1,000.00	$	867.83	$	4.47	$	1,000.00	$	1,020.42	$	4.84		0.95	%
Socially Responsible	$	1,000.00	$	930.95	$	2.73	$	1,000.00	$	1,022.38	$	2.85		0.56	%
Strategic Bond	$	1,000.00	$	1,015.26	$	4.52	$	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, 2011” and the “Expense Ratios” would have been higher.

@ Through expense offset arrangements resulting from broker commission recapture, a portion of the Fund’s expenses have 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, 2011		Ending Account Value Using Actual Return at August  31, 2011		Expenses Paid During the Six Months Ended August  31, 2011*		Beginning Account Value at March 1, 2011		Ending Account Value Using a Hypothetical 5% Assumed Return at August 31, 2011		Expenses Paid During the Six Months Ended August  31, 2011*		Expense Ratio as of August 31, 2011*
Large Cap Value	$	1,000.00	$	880.71	$	3.79	$	1,000.00	$	1,021.17	$	4.08		0.80	%
Mid Cap Growth	$	1,000.00	$	928.57	$	4.03	$	1,000.00	$	1,021.02	$	4.23		0.83	%
Mid Cap Value	$	1,000.00	$	859.88	$	4.88	$	1,000.00	$	1,019.96	$	5.30		1.04	%
Small Cap Growth	$	1,000.00	$	888.81	$	5.47	$	1,000.00	$	1,019.41	$	5.85		1.15	%
Small Cap Value	$	1,000.00	$	867.83	$	4.47	$	1,000.00	$	1,020.42	$	4.84		0.95	%

3

VALIC Company II Aggressive Growth Lifestyle Fund

PORTFOLIO PROFILE — August 31, 2011 (Unaudited)

Industry Allocation*

Domestic Equity Investment Companies	60.3	%
Fixed Income Investment Companies	29.8
Real Estate Investment Companies	5.4
International Equity Investment Companies	4.4
	99.9	%

* Calculated as a percentage of net assets

4

VALIC Company II Aggressive Growth Lifestyle Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011

Security Description	Shares			Value (Note 2)
AFFILIATED REGISTERED INVESTMENT COMPANIES#(1) — 99.9%
Domestic Equity Investment Companies — 60.3%
VALIC Co. I Blue Chip Growth Fund		1,197,978		$	12,578,771
VALIC Co. I Core Value Fund		1,273,138			11,076,298
VALIC Co. I Mid Cap Strategic Growth Fund		649,375			7,909,386
VALIC Co. I Nasdaq-100 Index Fund		1,206,853			7,361,803
VALIC Co. I Science & Technology Fund		463,525			7,142,914
VALIC Co. I Small Cap Special Values Fund		539,753			4,593,296
VALIC Co. I Stock Index Fund		1,124,642			27,340,037
VALIC Co. II Capital Appreciation Fund		674,229			6,317,524
VALIC Co. II Mid Cap Growth Fund†		673,622			5,341,822
VALIC Co. II Mid Cap Value Fund		830,442			12,689,147
VALIC Co. II Small Cap Growth Fund†		359,134			4,622,059
VALIC Co. II Small Cap Value Fund		370,131			4,593,328
Total Domestic Equity Investment Companies
(cost $103,482,409)					111,566,385
Fixed Income Investment Companies — 29.8%
VALIC Co. I Government Securities Fund		331,801			3,686,310
VALIC Co. I Inflation Protected Fund		811,909			9,174,576
VALIC Co. II Core Bond Fund		1,824,804			19,872,112
VALIC Co. II High Yield Bond Fund		1,393,882			10,161,398
VALIC Co. II Strategic Bond Fund		1,087,439			12,298,930
Total Fixed Income Investment Companies
(cost $53,434,917)					55,193,326
International Equity Investment Companies — 4.4%
VALIC Co. I Foreign Value Fund		374,845			3,242,409
VALIC Co. I International Equities Fund		817,653			4,914,097
Total International Equity Investment Companies
(cost $7,611,131)					8,156,506
Real Estate Investment Companies — 5.4%
VALIC Co. I Global Real Estate Fund
(cost $7,965,420)		1,233,278			10,063,549
TOTAL INVESTMENTS
(cost $172,493,877) (2)		99.9	%		184,979,766
Other assets less liabilities		0.1			231,420
NET ASSETS —		100.0	%	$	185,211,186

† 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, 2011 (see Note 2):

	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Observable Inputs		Level 3 - Significant Unobservable Inputs		Total
ASSETS:
Affiliated Registered Investment Companies:
Domestic Equity Investment Companies	$	111,566,385	$	—	$	—	$	111,566,385
Fixed Income Investment Companies		55,193,326		—		—		55,193,326
International Equity Investment Companies		8,156,506		—		—		8,156,506
Real Estate Investment Companies		10,063,549		—		—		10,063,549
Total	$	184,979,766	$	—	$	—	$	184,979,766

See Notes to Financial Statements

5

VALIC Company II Capital Appreciation Fund

PORTFOLIO PROFILE — August 31, 2011 (Unaudited)

Industry Allocation*

Computers	4.1	%
Oil Companies — Exploration & Production	3.7
Oil Companies — Integrated	3.5
Cosmetics & Toiletries	3.5
Aerospace/Defense	3.5
Commercial Services — Finance	3.2
E-Commerce/Services	3.2
Electronic Components — Semiconductors	3.2
Diversified Manufacturing Operations	2.9
Retail — Apparel/Shoe	2.7
Computer Services	2.6
Retail — Discount	2.6
Applications Software	2.0
Retail — Auto Parts	2.0
Transport — Rail	2.0
Beverages — Non-alcoholic	1.8
Distribution/Wholesale	1.8
Computers — Memory Devices	1.7
Software Tools	1.7
Medical Products	1.6
Semiconductor Components — Integrated Circuits	1.6
Web Portals/ISP	1.6
Apparel Manufacturers	1.6
Pipelines	1.6
Internet Infrastructure Software	1.6
Time Deposits	1.5
Medical Instruments	1.5
Medical — Wholesale Drug Distribution	1.4
Oil — Field Services	1.4
Engines — Internal Combustion	1.3
Metal — Copper	1.3
Beverages — Wine/Spirits	1.3
Cellular Telecom	1.2
Oil & Gas Drilling	1.2
Disposable Medical Products	1.2
Enterprise Software/Service	1.2
Casino Hotels	1.2
Coatings/Paint	1.1
Electronic Connectors	1.1
Medical — Drugs	1.1
Multimedia	1.1
Telecom Services	1.1
Medical Labs & Testing Services	1.0
Containers — Metal/Glass	1.0
Cable/Satellite TV	1.0
Paper & Related Products	1.0
Insurance — Property/Casualty	1.0
Medical — Biomedical/Gene	1.0
Finance — Credit Card	1.0
Coffee	1.0
Auto/Truck Parts & Equipment — Original	0.9
Retail — Bedding	0.9
Banks — Super Regional	0.9
Retail — Restaurants	0.9
Energy — Alternate Sources	0.9
Telecom Equipment — Fiber Optics	0.8
Networking Products	0.8
Advertising Agencies	0.7
Auto — Cars/Light Trucks	0.6
Metal — Aluminum	0.6
Semiconductor Equipment	0.6
Retail — Drug Store	0.5
Casino Services	0.5
Dialysis Centers	0.5
Insurance — Reinsurance	0.4
	101.0	%

* Calculated as a percentage of net assets

6

VALIC Company II Capital Appreciation Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011

Security Description	Shares		Value (Note 2)
COMMON STOCK — 99.5%
Advertising Agencies — 0.7%
Omnicom Group, Inc.		8,000	$	324,400
Aerospace/Defense — 3.5%
Boeing Co.		4,600		307,556
Lockheed Martin Corp.		6,300		467,397
Northrop Grumman Corp.		7,000		382,340
Raytheon Co.		8,500		367,455
				1,524,748
Apparel Manufacturers — 1.6%
Coach, Inc.		12,300		691,506
Applications Software — 2.0%
Microsoft Corp.		17,000		452,200
Red Hat, Inc.†		11,000		434,940
				887,140
Auto - Cars/Light Trucks — 0.6%
Ford Motor Co.†		25,100		279,112
Auto/Truck Parts & Equipment - Original — 0.9%
TRW Automotive Holdings Corp.†		9,600		400,224
Banks - Super Regional — 0.9%
Wells Fargo & Co.		15,000		391,500
Beverages - Non-alcoholic — 1.8%
Coca-Cola Enterprises, Inc.		11,800		325,916
Dr. Pepper Snapple Group, Inc.		12,500		481,000
				806,916
Beverages - Wine/Spirits — 1.3%
Brown-Forman Corp., Class B		7,900		566,825
Cable/Satellite TV — 1.0%
DIRECTV, Class A†		10,200		448,494
Casino Hotels — 1.2%
Wynn Resorts, Ltd.		3,300		510,576
Casino Services — 0.5%
International Game Technology		14,600		222,796
Cellular Telecom — 1.2%
MetroPCS Communications, Inc.†		48,800		544,608
Coatings/Paint — 1.1%
Sherwin-Williams Co.		6,400		484,736
Coffee — 1.0%
Green Mountain Coffee Roasters, Inc.†		4,100		429,434
Commercial Services - Finance — 3.2%
Mastercard, Inc., Class A		2,100		692,391
Moody’s Corp.		11,100		342,213
Western Union Co.		22,700		375,004
				1,409,608
Computer Services — 2.6%
International Business Machines Corp.		6,600		1,134,606
Computers — 4.1%
Apple, Inc.†		2,700		1,039,041
Dell, Inc.†		30,400		451,896
Hewlett-Packard Co.		11,000		286,330
				1,777,267
Computers - Memory Devices — 1.7%
NetApp, Inc.†		8,700		327,294
SanDisk Corp.†		11,600		425,140
				752,434

Security Description	Shares		Value (Note 2)
Containers - Metal/Glass — 1.0%
Crown Holdings, Inc.†		12,700	$	450,469
Cosmetics & Toiletries — 3.5%
Colgate-Palmolive Co.		5,700		512,829
Estee Lauder Cos., Inc., Class A		5,100		498,066
Procter & Gamble Co.		8,400		534,912
				1,545,807
Dialysis Centers — 0.5%
DaVita, Inc.†		2,800		206,024
Disposable Medical Products — 1.2%
C.R. Bard, Inc.		5,600		533,456
Distribution/Wholesale — 1.8%
WW Grainger, Inc.		5,100		785,910
Diversified Manufacturing Operations — 2.9%
3M Co.		5,100		423,198
General Electric Co.		28,300		461,573
Tyco International, Ltd.		9,300		386,694
				1,271,465
E-Commerce/Services — 3.2%
Netflix, Inc.†		2,700		634,527
priceline.com, Inc.†		1,400		752,164
				1,386,691
Electronic Components-Semiconductors — 3.2%
Altera Corp.		11,700		425,763
Intel Corp.		21,600		434,808
Xilinx, Inc.		16,800		523,152
				1,383,723
Electronic Connectors — 1.1%
Thomas & Betts Corp.†		11,000		480,480
Energy - Alternate Sources — 0.9%
First Solar, Inc.†		3,800		379,924
Engines - Internal Combustion — 1.3%
Cummins, Inc.		6,300		585,396
Enterprise Software/Service — 1.2%
Oracle Corp.		18,600		522,102
Finance - Credit Card — 1.0%
Discover Financial Services		17,200		432,752
Insurance - Property/Casualty — 1.0%
Travelers Cos., Inc.		8,800		444,048
Insurance - Reinsurance — 0.4%
Axis Capital Holdings, Ltd.		6,600		189,156
Internet Infrastructure Software — 1.6%
F5 Networks, Inc.†		8,300		677,446
Medical Instruments — 1.5%
Intuitive Surgical, Inc.†		700		266,945
Medtronic, Inc.		11,300		396,291
				663,236
Medical Labs & Testing Services — 1.0%
Quest Diagnostics, Inc.		9,000		450,630
Medical Products — 1.6%
Becton, Dickinson and Co.		5,600		455,728
Johnson & Johnson		4,000		263,200
				718,928

7

VALIC Company II Capital Appreciation Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares		Value (Note 2)
COMMON STOCK (continued)
Medical - Biomedical/Gene — 1.0%
Biogen Idec, Inc.†		4,700	$	442,740
Medical - Drugs — 1.1%
Bristol - Myers Squibb Co.		15,975		475,256
Medical - Wholesale Drug Distribution — 1.4%
AmerisourceBergen Corp.		15,300		605,574
Metal - Aluminum — 0.6%
Alcoa, Inc.		21,200		271,572
Metal - Copper — 1.3%
Freeport - McMoRan Copper & Gold, Inc.		12,400		584,536
Multimedia — 1.1%
Viacom, Inc., Class B		9,700		467,928
Networking Products — 0.8%
Cisco Systems, Inc.		22,500		352,800
Oil & Gas Drilling — 1.2%
Diamond Offshore Drilling, Inc.		5,100		325,023
Nabors Industries, Ltd.†		11,500		212,060
				537,083
Oil Companies - Exploration & Production — 3.7%
Cimarex Energy Co.		3,400		241,706
Occidental Petroleum Corp.		4,700		407,678
SM Energy Co.		3,600		275,400
Southwestern Energy Co.†		18,000		683,100
				1,607,884
Oil Companies - Integrated — 3.5%
Chevron Corp.		5,600		553,896
ConocoPhillips		6,700		456,069
Exxon Mobil Corp.		7,300		540,492
				1,550,457
Oil - Field Services — 1.4%
Halliburton Co.		13,400		594,558
Paper & Related Products — 1.0%
International Paper Co.		16,400		445,260
Pipelines — 1.6%
El Paso Corp.		13,300		254,562
Williams Cos., Inc.		15,800		426,442
				681,004
Retail - Apparel/Shoe — 2.7%
Gap, Inc.		23,900		394,828
Limited Brands, Inc.		5,900		222,666
Ross Stores, Inc.		7,300		558,633
				1,176,127
Retail - Auto Parts — 2.0%
Advance Auto Parts, Inc.		5,800		352,176
AutoZone, Inc.†		1,700		521,900
				874,076

Security Description	Shares/ Principal Amount			Value (Note 2)
Retail - Bedding — 0.9%
Bed Bath & Beyond, Inc.†		7,000		$	398,020
Retail - Discount — 2.6%
Dollar Tree, Inc.†		3,200			228,544
Target Corp.		8,500			439,195
Wal-Mart Stores, Inc.		8,600			457,606
					1,125,345
Retail - Drug Store — 0.5%
CVS Caremark Corp.		6,500			233,415
Retail - Restaurants — 0.9%
McDonald’s Corp.		4,300			388,978
Semiconductor Components - Integrated Circuits — 1.6%
Atmel Corp.†		55,100			501,961
Linear Technology Corp.		7,200			206,136
					708,097
Semiconductor Equipment — 0.6%
Lam Research Corp.†		7,000			260,120
Software Tools — 1.7%
VMware, Inc., Class A†		7,700			726,572
Telecom Equipment - Fiber Optics — 0.8%
JDS Uniphase Corp.†		27,600			357,972
Telecom Services — 1.1%
tw telecom, Inc.†		23,900			461,031
Transport - Rail — 2.0%
CSX Corp.		18,500			405,890
Union Pacific Corp.		5,000			460,850
					866,740
Web Portals/ISP — 1.6%
Google, Inc., Class A†		1,300			703,248
Total Long - Term Investment Securities
(cost $40,979,477)					43,590,966
SHORT-TERM INVESTMENT SECURITIES — 1.5%
Time Deposits — 1.5%
Euro Time Deposit with State Street Bank and Trust Co. 0.01% due 09/01/11 (cost $664,000)	$	664,000			664,000
TOTAL INVESTMENTS
(cost $41,643,477)(1)		101.0	%		44,254,966
Liabilities in excess of other assets		(1.0	)		(456,781	)
NET ASSETS —		100.0	%	$	43,798,185

† 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, 2011 (see Note 2):

	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Observable Inputs		Level 3 - Significant Unobservable Inputs		Total
ASSETS:
Long-Term Investment Securities:
Common Stock	$	43,590,966	$	—	$	—	$	43,590,966
Short-Term Investment Securities:
Time Deposits		—		664,000		—		664,000
Total	$	43,590,966	$	664,000	$	—	$	44,254,966

See Notes to Financial Statements

8

VALIC Company II Conservative Growth Lifestyle Fund

PORTFOLIO PROFILE — August 31, 2011 (Unaudited)

Industry Allocation*

Fixed Income Investment Companies	66.9	%
Domestic Equity Investment Companies	30.4
Real Estate Investment Companies	1.7
International Equity Investment Companies	0.9
	99.9	%

* Calculated as a percentage of net assets

9

VALIC Company II Conservative Growth Lifestyle Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011

Security Description	Shares			Value (Note 2)
AFFILIATED REGISTERED INVESTMENT COMPANIES #(1) — 99.9%
Domestic Equity Investment Companies — 30.4%
VALIC Co. I Blue Chip Growth Fund		442,181		$	4,642,903
VALIC Co. I Core Value Fund		344,421			2,996,464
VALIC Co. I Mid Cap Strategic Growth Fund		189,981			2,313,965
VALIC Co. I Nasdaq-100 Index Fund		195,750			1,194,076
VALIC Co. I Science & Technology Fund		179,820			2,771,030
VALIC Co. I Small Cap Special Values Fund		105,027			893,777
VALIC Co. I Stock Index Fund		404,106			9,823,822
VALIC Co. II Capital Appreciation Fund		193,138			1,809,705
VALIC Co. II Mid Cap Growth Fund†		144,672			1,147,245
VALIC Co. II Mid Cap Value Fund		459,571			7,022,237
VALIC Co. II Small Cap Growth Fund†		69,885			899,415
VALIC Co. II Small Cap Value Fund		72,023			893,810
Total Domestic Equity Investment Companies
(cost $34,429,998)					36,408,449
Fixed Income Investment Companies — 66.9%
VALIC Co. I Government Securities Fund		321,257			3,569,163
VALIC Co. I Inflation Protected Fund		1,347,413			15,225,769
VALIC Co. I International Government Bond Fund		180,578			2,398,072
VALIC Co. II Core Bond Fund		2,320,789			25,273,391
VALIC Co. II High Yield Bond Fund		2,466,549			17,981,143
VALIC Co. II Strategic Bond Fund		1,379,491			15,602,043
Total Fixed Income Investment Companies
(cost $77,097,790)					80,049,581
International Equity Investment Companies — 0.9%
VALIC Co. I International Equities Fund (cost $973,045)		169,442			1,018,348
Real Estate Investment Companies — 1.7%
VALIC Co. I Global Real Estate Fund (cost $1,630,596)		252,917			2,063,800
TOTAL INVESTMENTS
(cost $114,131,429) (2)		99.9	%		119,540,178
Other assets less liabilities		0.1			170,023
NET ASSETS —		100.0	%	$	119,710,201

† 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, 2011 (see Note 2):

	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Observable Inputs		Level 3 - Significant Unobservable Inputs		Total
ASSETS:
Affiliated Registered Investment Companies:
Domestic Equity Investment Companies	$	36,408,449	$	—	$	—	$	36,408,449
Fixed Income Investment Companies		80,049,581		—		—		80,049,581
International Equity Investment Companies		1,018,348		—		—		1,018,348
Real Estate Investment Companies		2,063,800		—		—		2,063,800
Total	$	119,540,178	$	—	$	—	$	119,540,178

See Notes to Financial Statements

10

VALIC Company II Core Bond Fund

PORTFOLIO PROFILE — August 31, 2011 (Unaudited)

Industry Allocation*

Federal National Mtg. Assoc.	20.8	%
United States Treasury Notes	14.4
Diversified Financial Services	10.9
Federal Home Loan Mtg. Corp.	9.8
United States Treasury Bonds	3.3
Diversified Banking Institutions	3.0
Government National Mtg. Assoc.	2.5
Electric — Integrated	2.2
Telephone — Integrated	2.1
Sovereign	1.8
Banks — Super Regional	1.7
Oil Companies — Exploration & Production	1.7
Banks — Commercial	1.6
Pipelines	1.2
Oil Companies — Integrated	1.2
Finance — Investment Banker/Broker	1.0
Real Estate Investment Trusts	0.9
Cable/Satellite TV	0.8
Time Deposits	0.7
Insurance — Life/Health	0.7
Auto — Cars/Light Trucks	0.6
Special Purpose Entities	0.6
Cellular Telecom	0.6
Food — Misc.	0.5
Multimedia	0.5
Finance — Auto Loans	0.5
Retail — Discount	0.5
Diversified Manufacturing Operations	0.5
Non-Hazardous Waste Disposal	0.4
Gold Mining	0.3
Medical Products	0.3
Chemicals — Specialty	0.3
Casino Hotels	0.3
Oil & Gas Drilling	0.3
Independent Power Producers	0.3
Banks — Money Center	0.3
Aerospace/Defense	0.3
Medical — Biomedical/Gene	0.3
Coal	0.3
Paper & Related Products	0.3
Insurance — Multi-line	0.3
Oil — Field Services	0.3
Regional Authority	0.3
Chemicals — Diversified	0.3
Medical — Hospitals	0.2
Telecom Services	0.2
Diversified Operations	0.2
Containers — Metal/Glass	0.2
Computer Services	0.2
Banks — Special Purpose	0.2
Rental Auto/Equipment	0.2
Retail — Drug Store	0.2
Electronic Components — Misc.	0.2
Metal — Aluminum	0.2
Steel — Producers	0.2
Beverages — Non-alcoholic	0.2
Medical — HMO	0.2
Electric — Distribution	0.2
Finance — Other Services	0.2
Chemicals — Plastics	0.2
Medical Labs & Testing Services	0.1
Oil Field Machinery & Equipment	0.1
Transport — Rail	0.1
Wireless Equipment	0.1
Electronics — Military	0.1
Banks — Fiduciary	0.1
Broadcast Services/Program	0.1
Finance — Leasing Companies	0.1
Consumer Products — Misc.	0.1

Building — Residential/Commercial	0.1	%
Advertising Agencies	0.1
Office Automation & Equipment	0.1
Marine Services	0.1
Transport — Services	0.1
Computers — Memory Devices	0.1
Funeral Services & Related Items	0.1
E-Commerce/Services	0.1
Electronic Components — Semiconductors	0.1
Metal — Copper	0.1
Aerospace/Defense — Equipment	0.1
Diversified Minerals	0.1
Electric — Generation	0.1
Dialysis Centers	0.1
Airlines	0.1
Schools	0.1
Gas — Distribution	0.1
Publishing — Newspapers	0.1
Auto/Truck Parts & Equipment — Original	0.1
Oil Refining & Marketing	0.1
Storage/Warehousing	0.1
Auto — Heavy Duty Trucks	0.1
Cosmetics & Toiletries	0.1
Commercial Services	0.1
Insurance — Reinsurance	0.1
Therapeutics	0.1
Building & Construction Products — Misc.	0.1
MRI/Medical Diagnostic Imaging	0.1
Decision Support Software	0.1
Web Hosting/Design	0.1
Advanced Materials	0.1
Steel Pipe & Tube	0.1
Music	0.1
Retail — Toy Stores	0.1
Seismic Data Collection	0.1
Real Estate Management/Services	0.1
Finance — Commercial	0.1
Financial Guarantee Insurance	0.1
Food — Canned	0.1
Food — Retail	0.1
Insurance — Mutual	0.1
Metal — Iron	0.1
Retail — Restaurants	0.1
	99.9	%

Credit Quality†#

AAA	0.9	%
AA	55.8
A	9.0
BBB	20.1
BB	6.7
B	4.6
CCC	0.8
Not Rated@	2.1
	100.0	%

* Calculated as a percentage of net assets.

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

† Source: Standard and Poors

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

11

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011

Security Description	Principal Amount		Value (Note 2)
ASSET BACKED SECURITIES — 10.6%
Diversified Financial Services — 10.6%
Adams Outdoor Advertising LP Series 2010-1, Class A 5.44% due 12/20/40*	$	496,059	$	537,182
Ally Auto Receivables Trust Series 2010-1, Class B 3.29% due 03/15/15*		850,000		894,020
AmeriCredit Automobile Receivables Trust Series 2011-2, Class B 2.33% due 03/08/16		390,000		394,860
Avis Budget Rental Car Funding AESOP LLC Series 2011-1A, Class B 2.98% due 11/20/13*		750,000		757,500
Banc of America Merril Lynch Commercial Mtg., Inc. Series 2006-5, Class AM 5.45% due 09/10/47(1)		500,000		424,698
Bear Stearns Asset Backed Securities Trust VRS Series 2004-HE11, Class M1 0.81% due 12/25/34		1,247,259		1,148,195
Cajun Global LLC Series 2011-1A, Class A2 6.00% due 02/20/41*		984,091		1,047,975
Citibank Credit Card Issuance Trust Series 2003-C4, Class C4 5.00% due 06/10/15		2,488,000		2,643,073
Citigroup Mtg. Loan Trust, Inc. VRS Series 2008-AR4, Class 1A1B 5.24% due 11/25/38*(2)		3,000,000		2,319,354
Countrywide Asset-Backed Certs. VRS Series 2004-BC2, Class M2 1.79% due 02/25/34		403,181		353,241
Countrywide Home Loan Mtg. Pass Through Trust VRS Series 2004-22, Class A2 3.10% due 11/25/34(2)		942,610		709,697
Dominos Pizza Master Issuer LLC Series 2007-1, Class A2 5.26% due 04/25/37*		1,817,000		1,830,627
Extended Stay America Trust Series 2010-ESHA, Class D 5.50% due 11/05/27*(1)		1,000,000		947,737
First Horizon Alternative Mtg. Securities VRS Series 2004-AA4, Class A1 2.36% due 10/25/34(2)		1,568,226		1,334,323
GE Capital Commercial Mtg. Corp. Series 2007-C1, Class A4 5.54% due 12/10/49(1)		3,000,000		3,124,164
GMAC Mtg. Corp Loan Trust Series 2010-1, Class A 4.25% due 07/25/40*(2)		77,429		77,606
GS Mtg. Securities Corp. II Series 2006-GG8, Class AM 5.59% due 11/10/39(1)		500,000		461,337
GS Mtg. Securities Corp. II VRS Series 2011-GC3, Class X 1.13% due 03/10/44*(1)		31,757,524		1,891,954
GS Mtg. Securities Trust VRS Series 2007-GG10, Class A4 6.00% due 08/10/45(1)		3,886,550		4,104,135
Harborview Mtg. Loan Trust VRS Series 2006-14, Class 2A1A 0.36% due 01/25/47(2)		4,499,085		2,482,433
JP Morgan Chase Commercial Mtg. Securities Corp. VRS Series 2010-RR1, Class WBB 5.93% due 06/20/49*(1)		2,500,000		2,332,870

Security Description	Principal Amount		Value (Note 2)
Diversified Financial Services (continued)
LB-UBS Commercial Mtg. Trust VRS Series 2007-C7, Class AM 6.37% due 09/15/45(1)	$	2,500,000	$	2,120,962
Marriott Vacation Club Owner Trust Series 2009-2A, Class A 4.81% due 07/20/31*		639,510		668,082
Merrill Lynch Mtg. Investors, Inc. VRS Series 2005-A9, Class 3A1 2.87% due 12/25/35(2)		1,547,299		1,190,752
Merrill Lynch/Countrywide Commercial Mtg. Trust VRS Series 2007-8, Class AM 6.17% due 08/12/49(1)		1,200,000		1,030,732
Morgan Stanley Capital I Series 2006-IQ12, Class AJ 5.40% due 12/15/43(1)		1,000,000		600,359
Morgan Stanley Capital I VRS Series 2005-IQ10, Class B 1.00% due 09/15/42(1)		500,000		474,663
Morgan Stanley Capital I VRS Series 2006-HQ8, Class AM 5.65% due 03/12/44(1)		3,879,000		3,844,624
Morgan Stanley Capital I VRS Series 2007-T27, Class AJ 5.79% due 06/11/42		2,500,000		2,038,977
Morgan Stanley Capital I VRS Series 2006-HQ9, Class B 5.83% due 07/12/44(1)		500,000		401,803
Morgan Stanley Capital I VRS Series 2007-IQ15, Class AM 6.07% due 06/11/49(1)		2,500,000		2,145,977
Sequoia Mortgage Trust VRS Series 2004-4, Class A 0.96% due 05/20/34(2)		691,235		584,409
Sonic Capital LLC Series 2011-1A, Class A2 5.44% due 05/20/41*		840,648		858,511
Wells Fargo Mtg. Backed Securities Trust VRS Series 2006-8, Class A2 0.62% due 07/25/36(2)		219,187		212,129
Total Asset Backed Securities
(cost $47,731,161)				45,988,961
U.S. CORPORATE BONDS & NOTES — 29.0%
Advanced Materials — 0.1%
Polymer Group, Inc. Senior Sec. Notes 7.75% due 02/01/19*		310,000		306,900
Advertising Agencies — 0.1%
Interpublic Group of Cos., Inc. Senior Notes 6.25% due 11/15/14		471,000		508,680	��
Advertising Services — 0.0%
Visant Corp. Company Guar. Notes 10.00% due 10/01/17		165,000		160,875
Aerospace/Defense — 0.3%
Lockheed Martin Corp. Senior Notes 4.25% due 11/15/19		587,000		641,257
Lockheed Martin Corp. Senior Notes 6.15% due 09/01/36		570,000		654,622
				1,295,879

12

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Aerospace/Defense - Equipment — 0.1%
BE Aerospace, Inc. Senior Notes 6.88% due 10/01/20	$	420,000	$	430,500
Airlines — 0.1%
Atlas Air, Inc. Pass Through Certs. Series 1991-1, Class A-1 7.20% due 01/02/19(5)		204,387		194,168
Atlas Air, Inc. Pass Through Certs. Series 1991-1, Class B 7.63% due 01/02/15(5)		272,062		231,252
				425,420
Auto - Cars/Light Trucks — 0.5%
Chrysler Group LLC/CG Co-Issuer, Inc. Senior Sec. Notes 8.25% due 06/15/21*		360,000		311,400
Daimler Finance North America LLC FRS Company Guar. Notes 0.86% due 03/28/14*		987,000		987,239
Daimler Finance North America LLC Company Guar. Notes 3.00% due 03/28/16*		1,053,000		1,096,149
				2,394,788
Auto - Heavy Duty Trucks — 0.1%
Navistar International Corp. Company Guar. Notes 8.25% due 11/01/21		384,000		397,440
Auto/Truck Parts & Equipment - Original — 0.1%
Cooper-Standard Automotive, Inc. Company Guar. Notes 8.50% due 05/01/18		405,000		413,100
Banks - Commercial — 0.6%
Associated Banc-Corp. Senior Notes 5.13% due 03/28/16		1,007,000		1,051,223
Branch Banking & Trust Co. FRS Sub. Notes 0.60% due 05/23/17		217,000		196,240
CIT Group, Inc. Sec. Notes 7.00% due 05/01/17		401,833		396,810
KeyBank NA Sub. Notes 7.41% due 10/15/27		82,000		93,823
Regions Bank Sub. Notes 7.50% due 05/15/18		318,000		310,050
US Bank NA FRS Sub. Notes 3.78% due 04/29/20		283,000		297,508
Zions Bancorp Senior Notes 7.75% due 09/23/14		624,000		664,383
				3,010,037
Banks - Fiduciary — 0.1%
State Street Capital Trust IV FRS Ltd. Guar. Notes 1.25% due 06/15/37		784,000		594,538

Security Description	Principal Amount		Value (Note 2)
Banks - Money Center — 0.1%
Chase Capital III FRS Ltd. Guar. Notes 0.80% due 03/01/27	$	92,000	$	73,318
Comerica Bank Sub. Notes 5.20% due 08/22/17		491,000		541,019
				614,337
Banks - Super Regional — 1.5%
BAC Capital Trust XIII FRS Ltd. Guar. Notes 0.65% due 03/15/12(4)		822,000		468,668
BAC Capital Trust XV FRS Ltd. Guar. Notes 1.05% due 06/01/56		205,000		118,480
Bank of America NA Sub. Notes 5.30% due 03/15/17		411,000		402,286
Capital One Capital VI Ltd. Guar. Notes 8.88% due 05/15/40		408,000		413,383
Capital One Financial Corp. FRS Senior Notes 1.40% due 07/15/14		468,000		466,389
Fifth Third Bancorp Senior Notes 3.63% due 01/25/16		358,000		362,954
Huntington Bancshares, Inc. Sub. Notes 7.00% due 12/15/20		345,000		395,124
JPMorgan Chase Bank NA Sub. Notes 5.88% due 06/13/16		314,000		349,350
PNC Financial Services Group, Inc. FRS Jr. Sub. Notes 6.75% due 08/01/21(4)		1,370,000		1,315,200
PNC Preferred Funding Trust II FRS Jr. Sub. Bonds 6.11% due 03/15/12*(4)		306,000		238,680
SunTrust Banks, Inc. Senior Notes 6.00% due 09/11/17		190,000		207,450
SunTrust Banks, Inc. Sub. Notes 6.00% due 02/15/26		45,000		47,136
Wachovia Capital Trust III FRS Ltd. Guar. Notes 5.57% due 10/17/11(4)		390,000		341,250
Wachovia Corp. FRS Senior Notes 0.52% due 06/15/17		450,000		408,245
Wells Fargo & Co. FRS Senior Notes 0.45% due 10/28/15		532,000		504,832
Wells Fargo & Co. FRS Jr. Sub. Bonds 7.98% due 03/15/18(4)		235,000		241,463
Wells Fargo Bank NA FRS Sub. Notes 0.50% due 05/16/16		475,000		432,796
				6,713,686
Beverages - Non-alcoholic — 0.2%
PepsiCo, Inc. Senior Notes 3.00% due 08/25/21		708,000		709,820

13

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Broadcast Services/Program — 0.1%
Clear Channel Communications, Inc. Senior Sec. Notes 9.00% due 03/01/21	$	410,000	$	330,050
Nexstar Broadcasting, Inc./Mission Broadcasting, Inc. Sec. Notes 8.88% due 04/15/17		253,000		259,325
				589,375
Building & Construction Products - Misc. — 0.1%
Building Materials Corp. of America Senior Notes 6.75% due 05/01/21*		365,000		349,487
Building - Heavy Construction — 0.0%
New Enterprise Stone & Lime Co. Senior Notes 11.00% due 09/01/18*		200,000		177,000
Building - Residential/Commercial — 0.1%
Beazer Homes USA, Inc. Company Guar. Notes 9.13% due 05/15/19		365,000		250,937
Standard Pacific Corp. Sec. Notes 8.38% due 05/15/18		320,000		280,800
				531,737
Cable/Satellite TV — 0.8%
CCO Holdings LLC/CCO Holdings Capital Corp. Company Guar. Notes 6.50% due 04/30/21		320,000		312,800
Comcast Corp. Company Guar. Notes 5.65% due 06/15/35		380,000		389,360
Comcast Corp. Company Guar. Notes 5.90% due 03/15/16		550,000		637,369
COX Communications, Inc. Notes 7.13% due 10/01/12		156,000		166,059
CSC Holdings LLC Senior Notes 8.63% due 02/15/19		300,000		330,750
DIRECTV Holdings LLC/DIRECTV Financing Co., Inc. Company Guar. Notes 6.38% due 03/01/41		382,000		423,125
Echostar DBS Corp. Company Guar. Notes 7.13% due 02/01/16		299,000		304,980
Insight Communications Co., Inc. Senior Notes 9.38% due 07/15/18*		230,000		262,775
TCI Communications, Inc. Senior Notes 7.13% due 02/15/28		345,000		414,661
				3,241,879
Casino Hotels — 0.3%
CityCenter Holdings LLC/CityCenter Finance Corp. Sec. Notes 10.75% due 01/15/17*(10)		416,955		400,277
Downstream Development Authority of the Quapaw Tribe of Oklahoma Senior Sec. Notes 10.50% due 07/01/19*		330,000		316,800

Security Description	Principal Amount		Value (Note 2)
Casino Hotels (continued)
Harrah’s Operating Co., Inc. Senior Sec. Notes 11.25% due 06/01/17	$	370,000	$	398,675
MGM Mirage, Inc. Senior Sec. Notes 11.13% due 11/15/17		256,000		285,440
				1,401,192
Cellular Telecom — 0.3%
Nextel Communications, Inc. Company Guar. Notes 7.38% due 08/01/15		770,000		757,487
NII Capital Corp. Company Guar. Notes 7.63% due 04/01/21		425,000		433,500
				1,190,987
Chemicals - Diversified — 0.2%
PPG Industries, Inc. Senior Notes 1.90% due 01/15/16		92,000		92,176
PPG Industries, Inc. Senior Notes 3.60% due 11/15/20		407,000		420,190
PPG Industries, Inc. Senior Notes 5.50% due 11/15/40		186,000		204,666
				717,032
Chemicals - Plastics — 0.1%
Hexion US Finance Corp./Hexion Nova Scotia Finance ULC Senior Sec. Notes 8.88% due 02/01/18		291,000		272,085
Chemicals - Specialty — 0.3%
Eastman Chemical Co. Senior Notes 7.25% due 01/15/24		815,000		996,874
Lubrizol Corp. Company Guar. Notes 6.50% due 10/01/34		370,000		457,570
				1,454,444
Coal — 0.3%
Consol Energy, Inc. Company Guar. Notes 8.25% due 04/01/20		296,000		318,200
Foresight Energy LLC/Foresight Energy Corp. Company Guar. Notes 9.63% due 08/15/17*		200,000		201,000
James River Escrow, Inc. Company Guar. Notes 7.88% due 04/01/19*		320,000		289,600
Patriot Coal Corp. Company Guar. Notes 8.25% due 04/30/18		305,000		286,700
SunCoke Energy, Inc. Company Guar. Notes 7.63% due 08/01/19*		150,000		147,375
				1,242,875
Commercial Services — 0.1%
Ceridian Corp. Company Guar. Notes 11.25% due 11/15/15		420,000		391,650

14

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Computer Services — 0.2%
Affiliated Computer Services, Inc. Senior Notes 5.20% due 06/01/15	$	206,000	$	227,707
Compucom Systems, Inc. Senior Sub. Notes 12.50% due 10/01/15*		82,000		82,615
International Business Machines Corp. Senior Notes 6.22% due 08/01/27		475,000		582,785
				893,107
Consumer Products - Misc. — 0.1%
American Achievement Corp. Sec. Notes 10.88% due 04/15/16*		275,000		220,000
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC Senior Sec. Notes 7.88% due 08/15/19*		360,000		356,400
				576,400
Containers - Metal/Glass — 0.2%
Crown Americas LLC/Crown Americas Capital Corp. III Senior Notes 6.25% due 02/01/21*		500,000		502,500
Crown Cork & Seal Co., Inc. Senior Notes 7.38% due 12/15/26		442,000		433,160
				935,660
Containers - Paper/Plastic — 0.0%
Graphic Packaging International, Inc. Company Guar. Notes 9.50% due 06/15/17		89,000		96,788
Cosmetics & Toiletries — 0.1%
Revlon Consumer Products Corp . Sec. Notes 9.75% due 11/15/15		370,000		394,050
Data Processing/Management — 0.0%
Audatex North America, Inc. Company Guar. Notes 6.75% due 06/15/18*		100,000		98,250
Decision Support Software — 0.1%
PGS Solutions Company Guar. Notes 9.63% due 02/15/15		324,000		339,390
Dialysis Centers — 0.1%
DaVita, Inc. Company Guar. Notes 6.63% due 11/01/20		435,000		426,300
Diversified Banking Institutions — 2.3%
Bank of America Corp. FRS Senior Notes 1.80% due 07/11/14		643,000		614,300
Bank of America Corp. Sub. Notes 5.42% due 03/15/17		534,000		520,999
Citigroup, Inc. Sub. Notes 4.88% due 05/07/15		573,000		571,479
Citigroup, Inc. Sub. Notes 5.50% due 02/15/17		1,377,000		1,402,642

Security Description	Principal Amount		Value (Note 2)
Diversified Banking Institutions (continued)
Citigroup, Inc. Senior Notes 6.00% due 08/15/17	$	174,000	$	188,667
Goldman Sachs Group, Inc. Senior Notes 5.25% due 07/27/21		652,000		661,005
Goldman Sachs Group, Inc. Sub. Notes 5.63% due 01/15/17		211,000		218,591
Goldman Sachs Group, Inc. Senior Notes 5.95% due 01/18/18		280,000		297,940
Goldman Sachs Group, Inc. Sub. Notes 6.75% due 10/01/37		632,000		599,910
JPMorgan Chase & Co. FRS Sub. Notes 1.51% due 09/01/15		317,000		310,595
JPMorgan Chase & Co. Senior Notes 3.45% due 03/01/16		418,000		430,750
JPMorgan Chase & Co. Senior Notes 4.35% due 08/15/21		744,000		767,631
JPMorgan Chase & Co. Sub. Notes 6.13% due 06/27/17		640,000		711,470
JPMorgan Chase & Co. FRS Jr. Sub Notes 7.90% due 04/30/18(4)		250,000		265,172
JPMorgan Chase Capital XXIII FRS Ltd. Guar. Bonds 1.29% due 05/15/77		103,000		71,091
Morgan Stanley Senior Notes 5.55% due 04/27/17		797,000		814,218
Morgan Stanley Senior Notes 5.63% due 09/23/19		513,000		521,441
Morgan Stanley Senior Notes 6.63% due 04/01/18		739,000		791,845
Nationsbank Corp. Sub. Notes 7.25% due 10/15/25		75,000		72,305
				9,832,051
Diversified Financial Services — 0.3%
General Electric Capital Corp. Senior Notes 4.38% due 09/16/20		565,000		575,764
General Electric Capital Corp. Senior Notes 5.88% due 01/14/38		344,000		350,571
General Electric Capital Corp. Senior Notes 6.15% due 08/07/37		547,000		570,746
				1,497,081
Diversified Manufacturing Operations — 0.5%
General Electric Co. Senior Notes 5.25% due 12/06/17		119,000		133,408
Harland Clarke Holdings Corp. Company Guar. Notes 9.50% due 05/15/15		201,000		163,815

15

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Diversified Manufacturing Operations (continued)
Harsco Corp. Senior Notes 2.70% due 10/15/15	$	748,000	$	766,934
Illinois Tool Works, Inc. Senior Notes 3.38% due 09/15/21*		205,000		205,936
Illinois Tool Works, Inc. Senior Notes 4.88% due 09/15/41*		303,000		305,457
Pentair, Inc. Company Guar. Notes 5.00% due 05/15/21		400,000		415,541
				1,991,091
E-Commerce/Services — 0.1%
Expedia, Inc. Company Guar. Notes 8.50% due 07/01/16		395,000		435,002
Electric - Distribution — 0.2%
Oglethorpe Power Corp. 1st. Mtg. Notes 5.25% due 09/01/50		382,000		382,422
Oglethorpe Power Corp. 1st. Mtg. Notes 5.38% due 11/01/40		305,000		319,398
				701,820
Electric - Generation — 0.1%
AES Corp. Senior Notes 8.00% due 10/15/17		134,000		140,700
Edison Mission Energy Senior Notes 7.63% due 05/15/27		455,000		286,650
				427,350
Electric - Integrated — 2.1%
Arizona Public Service Co. Senior Notes 5.05% due 09/01/41		236,000		229,842
Cleco Power LLC Senior Notes 6.00% due 12/01/40		322,000		359,260
CMS Energy Corp. Senior Notes 2.75% due 05/15/14		619,000		613,967
CMS Energy Corp. Senior Notes 6.25% due 02/01/20		1,588,000		1,709,204
Commonwealth Edison Co. 1st. Mtg. Notes 1.95% due 09/01/16		324,000		323,496
Dominion Resources, Inc. Senior Notes 5.25% due 08/01/33		439,000		500,223
Duke Energy Corp. Senior Notes 3.55% due 09/15/21		504,000		498,117
Duquesne Light Holdings, Inc. Senior Notes 5.90% due 12/01/21*		350,000		354,794
Entergy Mississippi, Inc. 1st Mtg. Notes 3.25% due 06/01/16		160,000		167,805

Security Description	Principal Amount		Value (Note 2)
Electric - Integrated (continued)
Exelon Corp. Senior Notes 5.63% due 06/15/35	$	335,000	$	341,695
Georgia Power Co. Senior Notes 3.00% due 04/15/16		265,000		278,964
Great Plains Energy, Inc. Senior Notes 4.85% due 06/01/21		237,000		249,770
Mirant Mid-Atlantic LLC Pass Through Certs., Series B 9.13% due 06/30/17(5)		111,790		114,585
Nevada Power Co. Bonds 5.45% due 05/15/41		286,000		318,992
Nisource Finance Corp. Company Guar. Notes 5.95% due 06/15/41		414,000		423,654
Oncor Electric Delivery Co. LLC Senior Sec. Notes 7.00% due 09/01/22		605,000		773,160
Pacific Gas & Electric Co. Senior Notes 6.05% due 03/01/34		474,000		546,154
PPL Electric Utilities Corp. 1st Mtg. Notes 5.20% due 07/15/41		108,000		118,963
Puget Energy, Inc. Senior Sec. Notes 6.00% due 09/01/21		744,000		744,543
SCANA Corp. Senior Notes 4.75% due 05/15/21		415,000		437,390
Southern Energy, Inc. Escrow Notes 7.90% due 07/15/09†(5)(6)		150,000		0
				9,104,578
Electronic Components - Misc. — 0.2%
Jabil Circuit, Inc. Senior Notes 5.63% due 12/15/20		410,000		394,112
Jabil Circuit, Inc. Senior Notes 7.75% due 07/15/16		49,000		54,145
Jabil Circuit, Inc. Senior Notes 8.25% due 03/15/18		293,000		330,358
				778,615
Electronic Components - Semiconductors — 0.1%
National Semiconductor Corp. Senior Notes 6.60% due 06/15/17		354,000		432,583
Electronics - Military — 0.1%
L-3 Communications Corp. Company Guar. Notes 4.75% due 07/15/20		574,000		596,263
Finance - Auto Loans — 0.5%
Ford Motor Credit Co. LLC Senior Notes 5.00% due 05/15/18		961,000		932,659
Ford Motor Credit Co., LLC Senior Notes 5.88% due 08/02/21		814,000		816,672

16

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Finance - Auto Loans (continued)
General Motors Financial Co., Inc. Company Guar. Notes 6.75% due 06/01/18*	$	435,000	$	432,825
				2,182,156
Finance - Commercial — 0.1%
Textron Financial Corp. Senior Notes 5.40% due 04/28/13		240,000		250,875
Finance - Credit Card — 0.0%
Capital One Capital III Ltd. Guar. Bonds 7.69% due 08/15/36		174,000		173,782
Finance - Investment Banker/Broker — 0.9%
GFI Group, Inc. Senior Notes 8.38% due 07/19/18*		561,000		555,390
Jefferies Group, Inc. Senior Notes 5.13% due 04/13/18		760,000		757,647
Lehman Brothers Holdings Capital Trust VII FRS Ltd. Guar. Notes 0.00% due 05/31/12†(4)(7)(8)		148,000		15
Lehman Brothers Holdings, Inc. Sub. Notes 6.75% due 12/28/17†(7)(8)		179,000		89
Lehman Brothers Holdings, Inc. Sub. Notes 7.50% due 05/11/38†(7)(8)		230,000		115
Merrill Lynch & Co., Inc. Sub. Notes 6.05% due 05/16/16		377,000		380,740
Merrill Lynch & Co., Inc. Sub. Notes 6.22% due 09/15/26		666,000		585,398
Merrill Lynch & Co., Inc. Sub. Notes 7.75% due 05/14/38		224,000		223,385
MF Global Holdings, Ltd. Senior Notes 6.25% due 08/08/16		367,000		358,452
Oppenheimer Holdings, Inc. Senior Sec. Notes 8.75% due 04/15/18		305,000		305,000
Scottrade Financial Services, Inc. Senior Notes 6.13% due 07/11/21*		523,000		542,937
				3,709,168
Finance - Leasing Companies — 0.1%
Boeing Capital Corp. Senior Notes 2.13% due 08/15/16		263,000		266,984
Boeing Capital Corp. Senior Notes 2.90% due 08/15/18		312,000		321,010
				587,994
Finance - Other Services — 0.1%
SquareTwo Financial Corp. Sec. Notes 11.63% due 04/01/17		335,000		329,975

Security Description	Principal Amount		Value (Note 2)
Financial Guarantee Insurance — 0.1%
Assured Guaranty Municipal Holdings, Inc. FRS Company Guar. Notes 6.40% due 12/15/66*	$	350,000	$	248,500
Food - Canned — 0.1%
Blue Merger Sub, Inc. Company Guar. Notes 7.63% due 02/15/19*		250,000		248,125
Food - Meat Products — 0.0%
Smithfield Foods, Inc. Senior Sec. Notes 10.00% due 07/15/14		89,000		100,570
Food - Misc. — 0.5%
Kraft Foods, Inc. Senior Notes 5.38% due 02/10/20		507,000		575,850
Kraft Foods, Inc. Senior Notes 6.50% due 02/09/40		1,431,000		1,666,906
				2,242,756
Food - Retail — 0.1%
Ahold Finance USA LLC Company Guar. Notes 6.88% due 05/01/29		194,000		231,901
Funeral Services & Related Items — 0.1%
Carriage Services, Inc. Company Guar. Notes 7.88% due 01/15/15		449,000		442,265
Gas - Distribution — 0.1%
Southern Union Co. Senior Notes 7.60% due 02/01/24		342,000		415,611
Gold Mining — 0.1%
Barrick North America Finance LLC Company Guar. Notes 4.40% due 05/30/21*		518,000		542,205
Home Furnishings — 0.0%
Norcraft Cos. LP/Norcraft Finance Corp. Sec. Notes 10.50% due 12/15/15		160,000		152,800
Independent Power Producers — 0.3%
Calpine Corp. Senior Sec. Notes 7.88% due 07/31/20*		560,000		574,000
Calpine Corp. Escrow Notes 8.75% due 07/15/13†(5)(6)		380,000		0
GenOn Energy, Inc. Senior Notes 9.50% due 10/15/18		300,000		300,000
NRG Energy, Inc. Company Guar. Notes 8.25% due 09/01/20		470,000		474,700
				1,348,700
Insurance - Life/Health — 0.7%
Jefferson-Pilot Corp. Senior Notes 4.75% due 01/30/14		186,000		197,717
Nationwide Financial Services, Inc. Senior Notes 5.90% due 07/01/12		256,000		263,352

17

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Insurance - Life/Health (continued)
Protective Life Corp. Senior Notes 8.45% due 10/15/39	$	636,000	$	725,025
Prudential Financial, Inc. Senior Notes 3.00% due 05/12/16		400,000		398,552
Prudential Financial, Inc. Senior Notes 4.50% due 11/15/20		545,000		550,285
Prudential Financial, Inc. Senior Notes 4.75% due 09/17/15		723,000		773,442
				2,908,373
Insurance - Multi-line — 0.1%
Genworth Financial, Inc. Senior Notes 7.63% due 09/24/21		319,000		283,122
Insurance - Mutual — 0.1%
Liberty Mutual Group, Inc. Senior Notes 5.75% due 03/15/14*		220,000		231,774
Marine Services — 0.1%
Great Lakes Dredge & Dock Corp. Company Guar. Notes 7.38% due 02/01/19*		500,000		475,000
Medical Instruments — 0.0%
Accellent, Inc. Senior Sec. Notes 8.38% due 02/01/17		150,000		149,062
Medical Labs & Testing Services — 0.1%
Quest Diagnostics, Inc. Company Guar. Notes 4.70% due 04/01/21		608,000		650,532
Medical Products — 0.3%
Becton Dickinson and Co. Senior Notes 7.00% due 08/01/27		409,000		517,603
Johnson & Johnson Notes 5.55% due 08/15/17		455,000		548,654
LVB Acquisition Holding LLC Company Guar. Notes 10.00% due 10/15/17		198,000		207,405
Universal Hospital Services, Inc. Sec. Notes 8.50% due 06/01/15(10)		235,000		233,238
				1,506,900
Medical - Biomedical/Gene — 0.3%
Amgen, Inc. Senior Notes 2.30% due 06/15/16		460,000		470,411
Amgen, Inc. Senior Notes 5.65% due 06/15/42		398,000		435,539
Genzyme Corp. Company Guar. Notes 3.63% due 06/15/15		355,000		381,862
				1,287,812

Security Description	Principal Amount		Value (Note 2)
Medical - HMO — 0.2%
Coventry Health Care, Inc. Senior Notes 5.45% due 06/15/21	$	657,000	$	707,482
Medical - Hospitals — 0.2%
Capella Healthcare, Inc. Company Guar. Notes 9.25% due 07/01/17*		277,000		270,767
HCA, Inc. Senior Sec. Notes 8.50% due 04/15/19		420,000		457,800
IASIS Healthcare LLC/IASIS Capital Corp. Senior Notes 8.38% due 05/15/19*		75,000		65,625
Select Medical Corp. Company Guar. Notes 7.63% due 02/01/15		317,000		291,640
				1,085,832
Metal - Aluminum — 0.2%
Alcoa, Inc. Senior Notes 5.55% due 02/01/17		430,000		458,787
Alcoa, Inc. Senior Notes 5.90% due 02/01/27		308,000		308,815
				767,602
Metal - Copper — 0.1%
Freeport-McMoRan Copper & Gold, Inc. Senior Notes 8.38% due 04/01/17		400,000		431,500
Metal - Iron — 0.1%
Cliffs Natural Resources, Inc. Senior Notes 6.25% due 10/01/40		227,000		224,795
MRI/Medical Diagnostic Imaging — 0.1%
Radnet Management, Inc. Company Guar. Notes 10.38% due 04/01/18		345,000		340,687
Multimedia — 0.5%
Historic TW, Inc. Company Guar. Notes 6.63% due 05/15/29		250,000		284,191
NBCUniversal Media LLC Senior Notes 2.88% due 04/01/16		465,000		476,472
NBCUniversal Media LLC Senior Notes 4.38% due 04/01/21		232,000		238,112
News America, Inc. Company Guar. Notes 6.20% due 12/15/34		280,000		294,066
Time Warner Cos., Inc. Company Guar. Notes 6.95% due 01/15/28		460,000		527,366
Walt Disney Co. Senior Notes 2.75% due 08/16/21		397,000		391,548
				2,211,755
Music — 0.1%
WMG Acquisition Corp. Senior Sec. Notes 9.50% due 06/15/16		295,000		300,900

18

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Non-Hazardous Waste Disposal — 0.4%
Republic Services, Inc. Company Guar. Notes 3.80% due 05/15/18	$	747,000	$	784,349
Republic Services, Inc. Company Guar. Notes 5.70% due 05/15/41		144,000		149,622
Republic Services, Inc. Company Guar. Notes 6.09% due 03/15/35		75,000		81,040
Republic Services, Inc. Company Guar. Notes 6.20% due 03/01/40		463,000		514,162
Waste Management, Inc. Company Guar. Notes 2.60% due 09/01/16		346,000		350,650
				1,879,823
Office Automation & Equipment — 0.1%
Xerox Corp. Senior Notes 4.50% due 05/15/21		486,000		502,575
Oil Companies - Exploration & Production — 1.5%
Alta Mesa Holdings/Alta Mesa Finance Services Corp. Company Guar. Notes 9.63% due 10/15/18		185,000		175,750
Anadarko Petroleum Corp. Senior Notes 5.95% due 09/15/16		1,223,000		1,374,761
Anadarko Petroleum Corp. Senior Notes 6.45% due 09/15/36		480,000		511,481
Carrizo Oil & Gas, Inc. Company Guar. Notes 8.63% due 10/15/18		280,000		285,600
Chaparral Energy, Inc. Company Guar. Notes 8.25% due 09/01/21		115,000		109,825
Chesapeake Energy Corp. Company Guar. Notes 6.88% due 08/15/18		540,000		564,300
Devon Financing Corp. ULC Company Guar. Notes 6.88% due 09/30/11		550,000		552,225
EV Energy Partners LP / EV Energy Finance Corp. Company Guar. Notes 8.00% due 04/15/19*		70,000		68,600
Hilcorp Energy I LP/Hilcorp Finance Co. Senior Notes 7.75% due 11/01/15*		206,000		210,120
Linn Energy LLC/Linn Energy Finance Corp. Company Guar. Notes 8.63% due 04/15/20		325,000		347,750
Milagro Oil & Gas Sec. Notes 10.50% due 05/15/16*		151,000		129,482
Noble Energy, Inc. Senior Notes 6.00% due 03/01/41		601,000		651,738
Pioneer Natural Resources Co. Senior Notes 7.50% due 01/15/20		310,000		347,319
QEP Resources, Inc. Senior Notes 6.88% due 03/01/21		125,000		131,250

Security Description	Principal Amount		Value (Note 2)
Oil Companies - Exploration & Production (continued)
SandRidge Energy, Inc. Company Guar. Notes 7.50% due 03/15/21*	$	265,000	$	258,375
Union Pacific Resources Group, Inc. Senior Notes 7.15% due 05/15/28		814,000		918,877
				6,637,453
Oil Companies - Integrated — 0.3%
BP Capital Markets PLC Company Guar. Notes 4.74% due 03/11/21		670,000		734,001
Hess Corp. Senior Notes 5.60% due 02/15/41		286,000		295,536
Hess Corp. Senior Notes 7.88% due 10/01/29		265,000		342,132
				1,371,669
Oil Field Machinery & Equipment — 0.1%
Cameron International Corp. Senior Notes 4.50% due 06/01/21		560,000		601,534
Oil Refining & Marketing — 0.1%
Sunoco Logistics Partners Operations LP Company Guar. Notes 6.10% due 02/15/42		410,000		405,870
Oil - Field Services — 0.2%
Exterran Holdings, Inc. Company Guar. Notes 7.25% due 12/01/18*		350,000		339,500
Helix Energy Solutions Group, Inc. Company Guar. Notes 9.50% due 01/15/16*		116,000		118,320
Oil States International, Inc. Company Guar. Notes 6.50% due 06/01/19*		325,000		325,000
				782,820
Paper & Related Products — 0.2%
Georgia-Pacific LLC Company Guar. Notes 5.40% due 11/01/20*		579,000		597,091
Longview Fibre Paper & Packaging, Inc. Senior Sec. Notes 8.00% due 06/01/16*		128,000		126,720
				723,811
Pipelines — 1.1%
Copano Energy LLC/Copano Energy Finance Corp. Company Guar. Notes 7.75% due 06/01/18		295,000		300,162
Energy Transfer Equity LP Senior Sec. Notes 7.50% due 10/15/20		160,000		164,000
Energy Transfer Partners LP Senior Notes 6.05% due 06/01/41		1,253,000		1,202,339
Enterprise Products Operating LLC Company Guar. Notes 5.95% due 02/01/41		386,000		401,184
Genesis Energy LP/Genesis Energy Finance Corp. Company Guar. Notes 7.88% due 12/15/18*		450,000		434,250

19

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Pipelines (continued)
IFM US Colonial Pipeline 2 LLC Senior Sec. Notes 6.45% due 05/01/21*	$	810,000	$	897,677
Kinder Morgan Energy Partners LP Senior Notes 5.63% due 09/01/41		350,000		337,801
Kinder Morgan Energy Partners LP Senior Notes 6.38% due 03/01/41		81,000		86,074
MarkWest Energy Partners LP/MarkWest Energy Finance Corp. Company Guar. Notes 6.50% due 08/15/21		110,000		112,200
Plains All American Pipeline LP/PAA Finance Corp. Company Guar. Notes 6.50% due 05/01/18		393,000		451,847
Southern Natural Gas Co./Southern Natural Issuing Corp. Senior Notes 4.40% due 06/15/21*		505,000		533,126
				4,920,660
Publishing - Newspapers — 0.1%
McClatchy Co. Senior Sec. Notes 11.50% due 02/15/17		430,000		414,950
Publishing - Periodicals — 0.0%
Nielsen Finance LLC/Nielsen Finance Co. Company Guar. Notes 11.50% due 05/01/16		123,000		139,912
Real Estate Investment Trusts — 0.9%
BioMed Realty LP Company Guar. Notes 3.85% due 04/15/16		355,000		358,379
Brandywine Operating Partnership LP Company Guar. Notes 4.95% due 04/15/18		355,000		348,126
Brandywine Operating Partnership LP Company Guar. Notes 5.70% due 05/01/17		920,000		963,145
DuPont Fabros Technology LP Company Guar. Notes 8.50% due 12/15/17		460,000		485,300
HCP, Inc. Senior Notes 3.75% due 02/01/16		330,000		333,291
HCP, Inc. Senior Notes 5.38% due 02/01/21		351,000		357,595
Kilroy Realty LP Company Guar. Notes 4.80% due 07/15/18		273,000		272,190
National Retail Properties, Inc. Senior Notes 5.50% due 07/15/21		371,000		382,716
Sabra Health Care LP / Sabra Capital Corp. Company Guar. Notes 8.13% due 11/01/18		320,000		304,800
				3,805,542
Real Estate Management/Services — 0.1%
Kennedy-Wilson, Inc. Company Guar. Notes 8.75% due 04/01/19*		280,000		267,750

Security Description	Principal Amount		Value (Note 2)
Real Estate Operations & Development — 0.0%
First Industrial LP Senior Notes 5.75% due 01/15/16	$	135,000	$	135,231
Recycling — 0.0%
Aleris International, Inc. Escrow Notes 9.00% due 12/15/14†(5)(6)		100,000		10
Rental Auto/Equipment — 0.2%
B-Corp Merger Sub, Inc. Senior Notes 8.25% due 06/01/19*		333,000		309,690
RSC Equipment Rental Inc/RSC Holdings III LLC Company Guar. Notes 8.25% due 02/01/21		310,000		289,075
United Rentals North America, Inc. Company Guar. Notes 8.38% due 09/15/20		305,000		278,312
				877,077
Retail - Discount — 0.5%
Target Corp. Senior Notes 1.13% due 07/18/14		251,000		252,836
Wal-Mart Stores, Inc. Senior Notes 3.63% due 07/08/20		760,000		790,619
Wal-Mart Stores, Inc. Senior Notes 4.25% due 04/15/21		520,000		568,445
Wal-Mart Stores, Inc. Senior Notes 5.25% due 09/01/35		388,000		418,326
				2,030,226
Retail - Drug Store — 0.2%
CVS Caremark Corp. Senior Notes 6.25% due 06/01/27		441,000		517,842
CVS Pass-Through Trust Pass Through Certs. 5.77% due 01/31/33*		325,579		351,583
				869,425
Retail - Jewelry — 0.0%
Claire’s Stores, Inc. Sec. Notes 8.88% due 03/15/19		70,000		59,763
Retail - Propane Distribution — 0.0%
Inergy LP/Inergy Finance Corp. Company Guar. Notes 6.88% due 08/01/21*		65,000		62,400
Retail - Regional Department Stores — 0.0%
Macy’s Retail Holdings, Inc. Company Guar. Notes 6.90% due 04/01/29		135,000		154,079
Retail - Restaurants — 0.1%
Dave & Buster’s, Inc. Company Guar. Notes 11.00% due 06/01/18		215,000		223,600
Retail - Toy Stores — 0.1%
Toys R Us Property Co. II LLC Senior Sec. Notes 8.50% due 12/01/17		290,000		295,800

20

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Schools — 0.1%
Massachusetts Institute of Technology Notes 5.60% due 07/01/11	$	350,000	$	422,550
Seismic Data Collection — 0.1%
Geokinetics Holdings USA, Inc. Senior Sec. Notes 9.75% due 12/15/14		335,000		293,125
Special Purpose Entities — 0.3%
FUEL Trust Sec. Notes 3.98% due 06/15/16*		674,000		672,055
FUEL Trust Sec. Notes 4.21% due 04/15/16*		527,000		529,921
				1,201,976
Steel Pipe & Tube — 0.1%
Valmont Industries, Inc. Company Guar. Notes 6.63% due 04/20/20		264,000		305,343
Steel - Producers — 0.2%
Ryerson, Inc. Senior Sec. Notes 12.00% due 11/01/15		295,000		302,744
Steel Dynamics, Inc. Company Guar. Notes 7.75% due 04/15/16		417,000		425,861
				728,605
Storage/Warehousing — 0.1%
Mobile Mini, Inc. Company Guar. Notes 7.88% due 12/01/20		410,000		398,725
Telecom Services — 0.2%
BellSouth Telecommunications Inc Senior Notes 6.38% due 06/01/28		315,000		347,681
Embarq Corp. Senior Notes 7.08% due 06/01/16		496,000		540,043
Qwest Corp. Senior Notes 7.50% due 10/01/14		135,000		149,513
				1,037,237
Telephone - Integrated — 1.4%
AT&T, Inc. Senior Notes 5.35% due 09/01/40		375,000		382,069
AT&T, Inc. Senior Notes 5.55% due 08/15/41		302,000		318,281
AT&T, Inc. Senior Notes 6.45% due 06/15/34		395,000		447,648
BellSouth Corp. Senior Notes 6.55% due 06/15/34		346,000		390,725
Century Telephone Enterprise Senior Notes 6.88% due 01/15/28		365,000		325,626
CenturyLink, Inc. Senior Notes 6.45% due 06/15/21		983,000		957,229

Security Description	Principal Amount		Value (Note 2)
Telephone - Integrated (continued)
CenturyLink, Inc. Senior Notes 7.60% due 09/15/39	$	767,000	$	707,123
Cincinnati Bell, Inc. Company Guar. Notes 7.00% due 02/15/15		22,000		21,780
Cincinnati Bell, Inc. Company Guar. Notes 8.25% due 10/15/17		331,000		330,172
Frontier Communications Corp. Senior Notes 8.13% due 10/01/18		40,000		41,350
Frontier Communications Corp. Senior Notes 8.25% due 04/15/17		36,000		37,440
Frontier Communications Corp. Senior Notes 8.50% due 04/15/20		466,000		488,135
Verizon Communications, Inc. Senior Notes 1.95% due 03/28/14		710,000		725,814
Verizon Communications, Inc. Senior Notes 6.35% due 04/01/19		685,000		833,128
				6,006,520
Therapeutics — 0.1%
Warner Chilcott Co. LLC/Warner Chilcott Finance LLC Company Guar. Notes 7.75% due 09/15/18*		375,000		368,437
Transport - Rail — 0.1%
Burlington Northern Santa Fe LLC Senior Notes 4.95% due 09/15/41		227,000		224,430
Norfolk Southern Corp. Senior Notes 6.00% due 05/23/11		350,000		376,670
				601,100
Transport - Services — 0.1%
Ryder System, Inc. Senior Notes 3.15% due 03/02/15		228,000		239,668
Ryder System, Inc. Senior Notes 3.60% due 03/01/16		203,000		210,644
				450,312
Web Hosting/Design — 0.1%
Equinix, Inc. Senior Notes 8.13% due 03/01/18		290,000		307,400
Wireless Equipment — 0.1%
American Tower Corp. Senior Notes 4.50% due 01/15/18		558,000		576,447
Motorola, Inc. Senior Notes 6.63% due 11/15/37		19,795		22,347
				598,794
Total U.S. Corporate Bonds & Notes
(cost $126,077,661)				125,744,737

21

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount		Value (Note 2)
FOREIGN CORPORATE BONDS & NOTES — 5.5%
Auto - Cars/Light Trucks — 0.1%
Jaguar Land Rover PLC Company Guar. Notes 8.13% due 05/15/21*	$	320,000	$	300,000
Banks - Commercial — 0.8%
Barclays Bank PLC FRS Jr. Sub. Bonds 5.93% due 12/15/16*(4)		361,000		296,020
Barclays Bank PLC Sub. Notes 6.05% due 12/04/17*		330,000		326,653
Barclays Bank PLC FRS Jr. Sub. Notes 6.86% due 06/15/32*(4)		201,000		155,775
Dresdner Bank AG/New York Sub. Notes 7.25% due 09/15/15		471,000		465,950
Groupe BPCE FRS Jr. Sub Notes 3.35% due 09/30/11(4)		132,000		69,397
LBG Capital No.1 PLC FRS Bank Guar. Notes 8.00% due 06/15/20*(4)		100,000		85,000
Nordea Bank AB FRS Jr. Sub. Bonds 8.38% due 03/25/15(4)		164,000		168,920
Rabobank Nederland NV Company Guar. Notes 2.13% due 10/13/15		309,000		311,293
Standard Chartered PLC Senior Notes 3.20% due 05/12/16*		686,000		684,252
Toronto-Dominion Bank Senior Notes 2.50% due 07/14/16		589,000		606,057
Westpac Banking Corp. FRS Jr. Sub. Notes 0.65% due 03/30/12(4)		820,000		500,200
				3,669,517
Banks - Money Center — 0.2%
ABN Amro Bank NV FRS Senior Notes 2.02% due 01/30/14*		181,000		179,184
ABN Amro Bank NV Senior Notes 3.00% due 01/31/14*		271,000		274,349
Lloyds TSB Bank PLC Company Guar. Notes 6.50% due 09/14/20*		264,000		247,401
				700,934
Banks - Special Purpose — 0.2%
Export-Import Bank of Korea Senior Notes 3.75% due 10/20/16		881,000		891,096
Cellular Telecom — 0.3%
America Movil SAB de CV Company Guar. Notes 2.38% due 09/08/16		675,000		669,519
America Movil SAB de CV Company Guar. Notes 6.13% due 03/30/40		449,000		499,273
				1,168,792

Security Description	Principal Amount		Value (Note 2)
Chemicals - Diversified — 0.1%
OXEA Finance/Cy SCA Senior Sec. Notes 9.50% due 07/15/17*	$	300,000	$	296,429
Chemicals - Plastics — 0.1%
Montell Finance Co. BV Company Guar. Notes 8.10% due 03/15/27*		255,000		284,325
Computers - Memory Devices — 0.1%
Seagate HDD Cayman Company Guar. Notes 7.75% due 12/15/18*		450,000		446,625
Diversified Banking Institutions — 0.1%
Royal Bank of Scotland Group PLC Sub. Notes 5.00% due 10/01/14		560,000		539,699
Diversified Minerals — 0.1%
BHP Billiton Finance USA, Ltd. Company Guar. Notes 6.42% due 03/01/26		121,000		146,396
Teck Resources, Ltd. Company Guar. Notes 3.15% due 01/15/17		274,000		281,443
				427,839
Diversified Operations — 0.2%
Votorantim Cimentos SA Company Guar. Notes 7.25% due 04/05/41*		1,013,000		997,805
Finance - Other Services — 0.1%
UPCB Finance III, Ltd. Senior Sec. Notes 6.63% due 07/01/20*		330,000		325,050
Gold Mining — 0.2%
AngloGold Ashanti Holdings PLC Company Guar. Notes 5.38% due 04/15/20		480,000		489,542
Kinross Gold Corp. Company Guar. Notes 6.88% due 09/01/41*		586,000		589,827
				1,079,369
Insurance - Multi-line — 0.2%
Aegon NV FRS Jr. Sub. Notes 3.29% due 07/15/14(4)		104,000		54,600
Catlin Insurance Co., Ltd. FRS Jr. Sub. Notes 7.25% due 01/19/17*(4)		385,000		344,575
XL Group PLC Senior Notes 5.25% due 09/15/14		297,000		318,712
XL Group PLC Senior Notes 6.38% due 11/15/24		194,000		203,201
				921,088
Insurance - Reinsurance — 0.1%
Validus Holdings, Ltd. Senior Notes 8.88% due 01/26/40		328,000		376,231

22

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount		Value (Note 2)
FOREIGN CORPORATE BONDS & NOTES (continued)
Oil & Gas Drilling — 0.3%
Ensco PLC Senior Notes 4.70% due 03/15/21	$	864,000	$	903,142
Transocean, Inc. Company Guar. Notes 6.00% due 03/15/18		415,000		459,237
				1,362,379
Oil Companies - Exploration & Production — 0.2%
Nexen, Inc. Senior Notes 7.50% due 07/30/39		648,000		752,067
Oil Companies - Integrated — 0.9%
BP Capital Markets PLC Company Guar. Notes 3.13% due 10/01/15		436,000		456,241
BP Capital Markets PLC Company Guar. Notes 3.88% due 03/10/15		450,000		479,685
Norsk Hydro A/S Company Guar. Notes 7.15% due 11/15/25		626,000		800,615
Petrobras International Finance Co. Company Guar. Notes 6.75% due 01/27/41		740,000		836,200
Petroleos Mexicanos Company Guar. Notes 5.50% due 01/21/21*		589,000		639,493
Petroleos Mexicanos Company Guar. Notes 6.50% due 06/02/41*		580,000		624,765
				3,836,999
Oil - Field Services — 0.1%
Weatherford International, Ltd., Bermuda Company Guar. Notes 6.75% due 09/15/40		370,000		403,972
Paper & Related Products — 0.1%
PE Paper Escrow GmbH Senior Sec. Notes 12.00% due 08/01/14*		89,000		96,343
Sappi Papier Holding GmbH Senior Sec. Notes 6.63% due 04/15/21*		450,000		400,500
				496,843
Pipelines — 0.1%
TransCanada Pipelines, Ltd. FRS Jr. Sub. Notes 6.35% due 05/15/67		415,000		418,371
Special Purpose Entities — 0.2%
Aries Vermoegensverwaltungs GmbH Sec. Notes 9.60% due 10/25/14		500,000		620,000
SMFG Preferred Capital, Ltd. FRS Jr. Sub. Notes 6.08% due 01/25/49*(4)		272,000		269,280
				889,280
SupraNational Banks — 0.0%
Asian Development Bank Senior Notes 5.82% due 06/16/28		176,000		216,010

Security Description	Principal Amount		Value (Note 2)
Telephone - Integrated — 0.7%
Deutsche Telekom International Finance BV Company Guar. Notes 3.13% due 04/11/16*	$	725,000	$	741,286
Telecom Italia Capital SA Company Guar. Notes 5.25% due 10/01/15		606,000		596,128
Telecom Italia Capital SA Company Guar. Notes 7.00% due 06/04/18		527,000		543,420
Telefonica Emisiones SAU Company Guar. Notes 5.46% due 02/16/21		1,044,000		1,009,743
Telefonica Emisones SAU Company Guar. Notes 6.42% due 06/20/16		220,000		231,208
				3,121,785
Total Foreign Corporate Bonds & Notes
(cost $23,533,928)				23,922,505
FOREIGN GOVERNMENT AGENCIES — 2.1%
Regional Authority — 0.3%
Province of British Columbia Canada Senior Notes 2.85% due 06/15/15		1,032,000		1,104,754
Sovereign — 1.8%
Republic of Argentina Senior Bonds 8.28% due 12/31/33		395,183		324,050
Republic of Colombia Senior Bonds 6.13% due 01/18/41		400,000		469,000
Republic of Indonesia Senior Bonds 6.63% due 02/17/37		850,000		1,015,750
Republic of the Philippines Senior Bonds 6.38% due 10/23/34		1,000,000		1,182,500
Republic of Turkey Senior Bonds 11.88% due 01/15/30		650,000		1,109,875
Republic of Venezuela Senior Bonds 9.25% due 09/15/27		1,410,000		994,050
Russian Federation Senior Bonds 7.50% due 03/31/30(3)		692,000		827,840
United Mexican States Senior Notes 5.95% due 03/19/19		800,000		946,000
United Mexican States Senior Notes 6.05% due 01/11/40		944,000		1,082,296
				7,951,361
Total Foreign Government Agencies
(cost $8,371,666)				9,056,115
U.S. GOVERNMENT AGENCIES — 33.1%
Federal Home Loan Mtg. Corp. — 9.8%
4.50% due 11/01/18		199,488		213,852
4.50% due 02/01/19		203,966		218,843
4.50% due 01/01/39		531,208		562,371
4.50% due 12/01/39		2,700,938		2,883,865
4.50% due 08/01/40		1,978,069		2,091,330
4.50% due 06/01/41		3,138,360		3,316,832

23

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount		Value (Note 2)
U.S. GOVERNMENT AGENCIES (continued)
Federal Home Loan Mtg. Corp. (continued)
5.00% due 03/01/19	$	80,005	$	86,626
5.00% due 10/01/33		27,011		29,199
5.00% due 06/01/34		134,914		145,780
5.00% due 12/01/34		204,484		220,953
5.00% due 07/01/35		250,421		270,551
5.00% due 08/01/35		687,372		742,624
5.00% due 11/01/35		403,340		435,762
5.00% due 11/01/36		232,275		250,547
5.00% due 01/01/37		242,534		261,613
5.00% due 03/01/38		485,563		523,229
5.00% due 08/01/39		1,201,101		1,295,407
5.00% due 09/01/39		4,003,576		4,314,137
5.00% due 07/01/40		3,736,160		4,027,731
5.50% due 11/01/18		102,121		111,383
5.50% due 11/01/32		133,925		147,240
5.50% due 07/01/34		142,183		156,209
5.50% due 02/01/35		348,428		382,960
5.50% due 07/01/35		7,983		8,774
5.50% due 08/01/35		1,695,536		1,851,129
5.50% due 01/01/36		1,987,034		2,186,336
5.50% due 05/01/37		541,387		594,212
5.50% due 09/01/37		817,414		894,979
5.50% due 10/01/37		3,188,228		3,490,763
5.50% due 07/01/38		152,407		166,869
5.50% due 10/01/38		197,417		215,842
5.50% due 11/01/38		473,850		518,074
5.50% due 05/01/40		2,193,738		2,401,904
6.00% due 07/01/35		238,066		265,462
6.00% due 12/01/36		208,621		231,945
6.00% due 08/01/37		1,489,593		1,653,801
6.00% due 02/01/39		588,544		652,871
6.00% due 04/01/40		975,106		1,081,685
6.50% due 12/01/32		423,287		484,089
6.50% due 02/01/36		92,988		105,648
6.50% due 09/01/36		2,868		3,244
6.50% due 05/01/37		346,034		390,116
6.50% due 11/01/37		904,040		1,019,207
7.00% due 11/01/16		11,539		12,450
7.00% due 07/01/32		37,851		43,830
7.50% due 12/01/30		2,324		2,715
7.50% due 04/01/31		33,733		39,253
8.00% due 02/01/30		4,705		5,591
8.00% due 07/01/30		946		1,123
Federal Home Loan Mtg. Corp. REMIC Series 3841, Class PA 5.00% due 12/15/40		956,333		1,058,446
Federal Home Loan Mtg. Corp. REMIC FRS Series 3572, Class JS IO 6.59% due 09/15/39		3,300,684		540,035
				42,609,437
Federal National Mtg. Assoc. — 20.8%
4.00% due 06/01/39		1,269,016		1,324,271
4.00% due 07/01/39		530,642		551,923
4.00% due 08/01/40		1,653,986		1,716,700
4.00% due 09/01/40		1,099,826		1,141,528
4.00% due 10/01/40		62,831		65,213
4.50% due 06/01/18		43,218		46,360
4.50% due 10/01/24		3,111,372		3,321,361
4.50% due 01/01/25		1,562,964		1,692,382
4.50% due 03/01/25		3,768,082		4,021,215
4.50% due 05/01/25		3,384,464		3,611,826
4.50% due 07/01/25		4,724,285		5,041,654
4.50% due 01/01/40		1,139,143		1,222,161
4.50% due 02/01/40		2,704,264		2,901,345

Security Description	Principal Amount		Value (Note 2)
Federal National Mtg. Assoc. (continued)
4.50% due 05/01/40	$	1,353,323	$	1,446,452
4.50% due 08/01/40		4,298,499		4,559,111
4.50% due 09/01/40		5,471,365		5,789,744
4.50% due 11/01/40		1,752,608		1,854,592
4.50% due 12/01/40		1,664,041		1,760,872
4.50% due 05/01/41		2,824,949		2,989,333
5.00% due 03/15/16		248,000		291,146
5.00% due 09/01/18		17,066		18,502
5.00% due 10/01/18		14,351		15,559
5.00% due 02/01/20		29,291		31,757
5.00% due 06/01/22		753,188		813,290
5.00% due 10/01/24		785,875		857,427
5.00% due 04/01/35		3,727,222		4,033,942
5.00% due 03/01/37		193,158		208,510
5.00% due 06/01/37		80,714		87,129
5.00% due 07/01/37		397,584		429,184
5.00% due 04/01/40		2,675,850		2,900,231
5.00% due 05/01/40		2,830,316		3,057,036
5.00% due 07/01/40		10,764,870		11,627,182
5.00% due 08/01/40		2,778,960		3,001,566
5.50% due 10/01/17		32,995		35,869
5.50% due 05/01/18		27,457		29,899
5.50% due 11/01/19		37,817		41,182
5.50% due 11/01/22		193,170		209,770
5.50% due 12/01/33		213,275		235,046
5.50% due 05/01/34		101,239		111,574
5.50% due 08/01/34		2,332,295		2,568,186
5.50% due 03/01/35		2,453,631		2,701,794
5.50% due 12/01/35		43,637		48,030
5.50% due 11/01/36		273,920		300,768
5.50% due 08/01/37		2,348,164		2,587,861
6.00% due 09/01/16		48,305		52,466
6.00% due 12/01/16		11,507		12,498
6.00% due 12/01/33		235,737		263,934
6.00% due 07/01/34		198,250		220,600
6.00% due 10/01/35		3,770,811		4,199,455
6.00% due 11/01/35		469,030		522,347
6.00% due 06/01/36		512,751		570,878
6.00% due 10/01/36		420,147		466,988
6.00% due 10/01/37		299,306		333,530
6.50% due 02/01/17		18,156		19,950
6.50% due 03/01/17		24,265		26,662
6.50% due 04/01/29		37,301		42,800
6.50% due 06/01/29		75,399		86,515
6.50% due 07/01/32		29,062		33,128
6.50% due 02/01/37		581,215		655,276
7.00% due 09/01/31		76,447		88,293
Federal National Mtg. Assoc. REMIC Series 2011-38, Class D 4.50% due 05/25/41		979,993		1,073,575
				89,969,378
Government National Mtg. Assoc. — 2.5%
4.50% due 05/15/39		1,711,094		1,859,706
4.50% due 01/15/40		1,630,968		1,771,729
5.00% due 05/15/34		944,946		1,047,796
5.00% due 01/15/40		1,263,974		1,400,758
5.50% due 12/15/39		2,140,611		2,390,264
6.00% due 10/15/39		1,888,537		2,128,492
6.50% due 06/15/29		7,869		9,084
7.00% due 09/15/28		5,121		5,985
				10,613,814
Total U.S. Government Agencies
(cost $138,970,675)				143,192,629

24

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares/ Principal Amount		Value (Note 2)
U.S. GOVERNMENT TREASURIES — 17.7%
United States Treasury Bonds — 3.3%
2.13% due 02/15/40 TIPS(9)	$	341,509	$	419,763
2.13% due 02/15/41 TIPS(9)		2,172,863		2,682,467
4.25% due 11/15/40		4,000,000		4,483,752
4.38% due 02/15/38		674,000		773,836
4.38% due 05/15/41		2,524,000		2,892,731
4.50% due 05/15/38		588,000		688,327
4.63% due 02/15/40		284,000		338,404
4.75% due 02/15/41		470,000		571,638
5.25% due 11/15/28		1,062,000		1,371,639
8.13% due 08/15/19		158,000		233,741
				14,456,298
United States Treasury Notes — 14.4%
0.50% due 05/31/13		318,000		319,727
0.63% due 07/15/14		770,000		777,038
0.75% due 06/15/14		10,290,000		10,421,835
1.13% due 01/15/12		500,000		501,992
1.13% due 06/15/13		9,000,000		9,149,040
1.25% due 09/30/15		876,000		897,284
1.50% due 06/30/16		1,073,000		1,103,516
1.50% due 07/31/16		649,000		667,049
1.75% due 07/31/15		250,000		261,230
2.13% due 05/31/15		152,000		160,965
2.13% due 08/15/21		248,000		245,907
2.38% due 08/31/14		7,160,000		7,594,075
2.38% due 09/30/14		141,000		149,691
2.38% due 02/28/15		168,000		179,130
2.38% due 05/31/18		5,631,000		5,956,528
2.63% due 02/29/16		2,750,000		2,974,295
2.63% due 08/15/20		1,162,000		1,218,557
2.75% due 05/31/17		3,308,000		3,593,315
2.75% due 02/15/19		760,000		819,969
3.00% due 02/28/17		830,000		913,454
3.13% due 05/15/19		262,000		289,346
3.13% due 05/15/21		2,950,000		3,195,233
3.38% due 11/15/19		1,099,000		1,229,849
3.50% due 05/15/20		5,472,000		6,159,010
3.63% due 08/15/19		78,000		88,896
3.63% due 02/15/20		2,161,000		2,456,787
4.25% due 08/15/15		750,000		856,582
				62,180,300
Total U.S. Government Treasuries
(cost $73,732,674)				76,636,598
COMMON STOCK — 0.1%
Banks - Commercial — 0.1%
Lloyds Banking Group PLC†		416,870		227,339
Independent Power Producers — 0.0%
GenOn Energy, Inc.†		527		1,602
Total Common Stock
(cost $255,378)				228,941
PREFERRED STOCK — 1.2%
Banks - Commercial — 0.1%
CoBank ACB 11.00%*		7,302		400,697
Banks - Super Regional — 0.2%
US Bancorp FRS 3.50%		635		494,671
Wachovia Capital Trust IX 6.38%		10,650		266,250
				760,921

Security Description	Shares/ Principal Amount			Value (Note 2)
Diversified Banking Institutions — 0.6%
Ally Financial, Inc. 7.00%*		649		$	493,828
Goldman Sachs Group, Inc. 6.13%		65,600			1,613,760
HSBC Holdings PLC 8.00%		12,780			340,332
					2,447,920
Diversified Financial Services — 0.0%
General Electric Capital Corp. 5.50%(3)		6,441			168,690
Electric - Integrated — 0.1%
Southern California Edison Co. FRS 5.87%		3,330			334,665
Finance - Investment Banker/Broker — 0.1%
JP Morgan Chase Capital XXIX 6.70%		21,960			561,078
Finance - Mortgage Loan/Banker — 0.0%
Federal Home Loan Mgt. Corp. FRS 8.38%†		6,900			15,387
Special Purpose Entity — 0.1%
Structured Repackaged Asset-Backed Trust Securities FRS 3.00%		21,200			434,600
Total Preferred Stock
(cost $5,288,323)					5,123,958
WARRANTS — 0.0%
Publishing - Periodicals — 0.0%
Reader’s Digest Assoc., Inc. Expires 02/19/14†(5)(6)		382			0
Television — 0.0%
ION Media Networks, Inc. Expires 12/18/16 (strike price $500.00)*†(5)(6)		39			7,800
ION Media Networks, Inc. Expires 12/18/16 (strike price $687.50)*†(5)(6)		40			5,000
Total Warrants
(cost $396)					12,800
Total Long-Term Investment Securities
(cost $423,961,862)					429,907,244
SHORT-TERM INVESTMENT SECURITIES — 0.7%
Time Deposits — 0.7%
Euro Time Deposit with State Street Bank and Trust Co. 0.01% due 09/01/11 (cost $2,915,000)	$	2,915,000			2,915,000
TOTAL INVESTMENTS
(cost $426,876,862)(11)		99.9	%		432,822,244
Other assets less liabilities		0.1			346,118
NET ASSETS —		100.0	%	$	433,168,362

* 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, 2011, the aggregate value of these securities was $42,573,009 representing 9.8% of net assets. Unless otherwise indicated these securities are not considered to be illiquid.

† Non-income producing security

(1) Commercial Mortgage Backed Security

25

VALIC Company II Core Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

(2) Collateralized Mortgage Obligation

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

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

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

(6) Illiquid security. At August 31, 2011, the aggregate value of these securities was $17,735 representing 0.0% of net assets.

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

(8) Bond in default

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

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

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

REMIC—Real Estate Mortgage Investment Conduit

TIPS—Treasury Inflation Protected Security

FRS—Floating Rate Security

VRS—Variable Rate Security

The rates shown on FRS and VRS securities are the current interest at August 31, 2011 and unless noted otherwise, the dates shown are the original maturity dates.

The following is a summary of the inputs used to value the Fund’s net assets as of August 31, 2011 (see Note 2):

	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Observable Inputs		Level 3 - Significant Unobservable Inputs		Total
ASSETS:
Long-Term Investment Securities:
Asset Backed Securities	$	—	$	45,988,961	$	—	$	45,988,961
U.S. Corporate Bonds & Notes		—		125,204,722		540,015		125,744,737
Foreign Corporate Bonds & Notes		—		23,922,505		—		23,922,505
Foreign Government Agencies		—		9,056,115		—		9,056,115
U.S. Government Agencies		—		143,192,629		—		143,192,629
U.S. Government Treasuries		—		76,636,598		—		76,636,598
Common Stock		228,941		—		—		228,941
Preferred Stock		4,229,433		894,525		—		5,123,958
Warrants		—		—		12,800		12,800
Short-Term Investment Securities:
Time Deposits		—		2,915,000		—		2,915,000
Total	$	4,458,374	$	427,811,055	$	552,815	$	432,822,244

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

	Convertible Bonds & Notes			U.S. Corporate Bonds & Notes			Foreign Corporate Bonds & Notes			Common Stock			Warrants
Balance as of 08/31/2010	$	24,360		$	1,069,548		$	6,806		$	0		$	0
Accrued discounts/premiums		—			459			—			—			—
Realized gain (loss)		—			(97,060	)		7,838			—			—
Change in unrealized appreciation (depreciation)(1)		3,640			105,477			(6,806	)		—			12,800
Net purchases (sales)		(28,000	)		(653,004	)		(7,838	)		(0	)		—
Transfers in and/or out of Level 3(2)		—			114,595			—			—			—
Balance as of 08/31/2011	$	—		$	540,015		$	—		$	—		$	12,800

(1) The total change in unrealized appreciation (depreciation) attributable to level 3 investments still held at August 31, 2011 includes:

Convertible Bonds & Notes		U.S. Corporate Bonds & Notes		Foreign Corporate Bonds & Notes		Common Stock		Warrants
$	—	$	(22,306)	$	—	$	—	$	12,800

(2) The Fund’s policy is to recognize transfers in and transfers out as of the end of the reporting period.

See Notes to Financial Statements

26

VALIC Company II High Yield Bond Fund

PORTFOLIO PROFILE — August 31, 2011 (Unaudited)

Industry Allocation*

Time Deposits	5.8	%
Oil Companies — Exploration & Production	5.4
Cable/Satellite TV	4.7
Banks — Commercial	4.1
Diversified Banking Institutions	4.1
Telephone — Integrated	3.3
Medical — Hospitals	3.3
Auto/Truck Parts & Equipment — Original	3.1
Auto — Cars/Light Trucks	2.9
Cellular Telecom	2.9
Pipelines	2.4
Finance — Auto Loans	2.3
Casino Hotels	2.2
Electric — Integrated	1.8
Paper & Related Products	1.7
Transport — Marine	1.7
Satellite Telecom	1.7
Finance — Consumer Loans	1.6
Real Estate Investment Trusts	1.4
Aerospace/Defense — Equipment	1.3
Retail — Drug Store	1.3
Retail — Regional Department Stores	1.3
Diversified Financial Services	1.2
Coal	1.2
Computer Services	1.1
Machinery — Farming	1.1
Computers — Memory Devices	1.1
Telecom Services	1.1
Containers — Metal/Glass	1.1
Oil — Field Services	1.1
Multimedia	1.1
Independent Power Producers	1.0
Casino Services	1.0
Electric — Generation	1.0
Theaters	0.9
Diversified Manufacturing Operations	0.9
Medical — Drugs	0.9
Office Automation & Equipment	0.9
Oil Field Machinery & Equipment	0.8
Chemicals — Diversified	0.8
Consumer Products — Misc.	0.8
Insurance — Multi-line	0.8
Diversified Minerals	0.7
Banks — Mortgage	0.7
Medical Information Systems	0.7
Shipbuilding	0.7
Medical Products	0.7
Electronic Components — Semiconductors	0.7
Broadcast Services/Program	0.6
Diagnostic Kits	0.6
Commercial Services	0.6
Agricultural Chemicals	0.6
Retail — Arts & Crafts	0.5
Medical Labs & Testing Services	0.5
Pharmacy Services	0.5
Machinery — General Industrial	0.5
Investment Companies	0.5
Medical — Outpatient/Home Medical	0.5
Telecommunication Equipment	0.5
Athletic Equipment	0.4
Advertising Services	0.4
Physical Therapy/Rehabilitation Centers	0.4
Publishing — Books	0.4
Commercial Services — Finance	0.4
Printing — Commercial	0.4
Data Processing/Management	0.4
Television	0.3
Beverages — Wine/Spirits	0.3
Web Hosting/Design	0.3

Food — Meat Products	0.3	%
Alternative Waste Technology	0.3
Office Supplies & Forms	0.3
Internet Connectivity Services	0.3
Containers — Paper/Plastic	0.3
Retail — Propane Distribution	0.3
Hotels/Motels	0.2
Direct Marketing	0.2
Apparel Manufacturers	0.2
Rental Auto/Equipment	0.2
Chemicals — Plastics	0.2
Retail — Apparel/Shoe	0.2
Rubber — Tires	0.2
Chemicals — Specialty	0.2
Enterprise Software/Service	0.2
Storage/Warehousing	0.2
Diversified Operations/Commercial Services	0.2
Publishing — Periodicals	0.2
Motion Pictures & Services	0.1
Airlines	0.1
Hazardous Waste Disposal	0.1
Medical — Biomedical/Gene	0.1
Aerospace/Defense	0.1
Food — Misc.	0.1
	98.8	%

Credit Quality†#

BBB	3.8	%
BB	44.1
B	40.1
CCC	9.5
Not Rated@	2.5
	100.0	%

* Calculated as a percentage of net assets.

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

† Source: Standard and Poors

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

27

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011

Security Description	Principal Amount		Value (Note 2)
CONVERTIBLE BONDS & NOTES — 1.6%
Auto - Cars/Light Trucks — 0.3%
Ford Motor Co. Senior Notes 4.25% due 11/15/16	$	521,000	$	747,635
Cellular Telecom — 0.4%
Leap Wireless International, Inc. Senior Notes 4.50% due 07/15/14		1,246,000		1,101,153
Oil Companies - Exploration & Production — 0.9%
Chesapeake Energy Corp. Company Guar. Notes 2.50% due 05/15/37		2,185,000		2,283,325
Total Convertible Bonds & Notes
(cost $3,667,863)				4,132,113
U.S. CORPORATE BONDS & NOTES — 77.9%
Advertising Services — 0.4%
Checkout Holding Corp. Senior Notes zero coupon due 11/15/15*		1,915,000		1,129,850
Aerospace/Defense — 0.1%
Esterline Technologies Corp. Company Guar. Notes 7.00% due 08/01/20		165,000		172,013
Aerospace/Defense - Equipment — 1.3%
BE Aerospace, Inc. Senior Notes 6.88% due 10/01/20		1,390,000		1,424,750
TransDigm, Inc. Company Guar. Notes 7.75% due 12/15/18*		1,995,000		2,029,912
				3,454,662
Agricultural Chemicals — 0.6%
CF Industries, Inc. Company Guar. Notes 6.88% due 05/01/18		300,000		340,125
CF Industries, Inc. Company Guar. Notes 7.13% due 05/01/20		970,000		1,110,650
				1,450,775
Airlines — 0.1%
Continental Airlines, Inc. Pass Through Certs. Series 1991, Class A 6.55% due 02/02/19		295,327		307,140
Alternative Waste Technology — 0.3%
Darling International, Inc. Company Guar. Notes 8.50% due 12/15/18		647,000		700,378
Apparel Manufacturers — 0.2%
Hanesbrands, Inc. Company Guar. Notes 6.38% due 12/15/20		615,000		607,313
Athletic Equipment — 0.4%
Easton-Bell Sports, Inc. Senior Sec. Notes 9.75% due 12/01/16		1,075,000		1,144,875
Auto - Cars/Light Trucks — 2.6%
Chrysler Group LLC/CG Co-Issuer, Inc. Senior Sec. Notes 8.00% due 06/15/19*		1,310,000		1,142,975

Security Description	Principal Amount		Value (Note 2)
Auto - Cars/Light Trucks (continued)
Ford Motor Co. Senior Notes 7.45% due 07/16/31	$	5,250,000	$	5,755,958
				6,898,933
Auto/Truck Parts & Equipment - Original — 3.1%
Affinia Group, Inc. Company Guar. Notes 9.00% due 11/30/14		1,010,000		989,800
Affinia Group, Inc. Senior Sec. Notes 10.75% due 08/15/16*		819,000		884,520
ArvinMeritor, Inc. Company Guar. Notes 8.13% due 09/15/15		2,325,000		2,191,312
ArvinMeritor, Inc. Company Guar. Notes 10.63% due 03/15/18		1,095,000		1,119,638
Tenneco, Inc. Company Guar. Notes 7.75% due 08/15/18		275,000		287,375
Tenneco, Inc. Company Guar. Notes 8.13% due 11/15/15		120,000		124,950
TRW Automotive, Inc. Company Guar. Notes 7.25% due 03/15/17*		2,310,000		2,517,900
				8,115,495
Auto/Truck Parts & Equipment - Replacement — 0.0%
Exide Corp. Escrow Notes 10.00% due 03/15/25†(1)(2)		300,000		0
Banks - Commercial — 3.4%
CIT Group, Inc. Sec. Notes 6.63% due 04/01/18*		766,000		766,000
CIT Group, Inc. Sec. Notes 7.00% due 05/01/14		251,711		252,969
CIT Group, Inc. Sec. Notes 7.00% due 05/01/15		360		358
CIT Group, Inc. Sec. Notes 7.00% due 05/04/15*		451,000		448,745
CIT Group, Inc. Sec. Notes 7.00% due 05/01/16		268		267
CIT Group, Inc. Sec. Notes 7.00% due 05/02/16*		2,147,000		2,136,265
CIT Group, Inc. Sec. Notes 7.00% due 05/01/17		175		173
CIT Group, Inc. Sec. Notes 7.00% due 05/02/17*		5,433,000		5,365,087
				8,969,864
Banks - Mortgage — 0.7%
Provident Funding Associates LP/PFG Finance Corp. Senior Sec. Notes 10.25% due 04/15/17*		1,915,000		1,924,575

28

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Beverages - Wine/Spirits — 0.3%
Constellation Brands, Inc. Company Guar. Notes 7.25% due 05/15/17	$	750,000	$	795,000
Broadcast Services/Program — 0.6%
Clear Channel Worldwide Holdings, Inc. Company Guar. Notes, Series A 9.25% due 12/15/17		210,000		222,600
Clear Channel Worldwide Holdings, Inc. Company Guar. Notes, Series B 9.25% due 12/15/17		830,000		888,100
Fisher Communications, Inc. Company Guar. Notes 8.63% due 09/15/14		586,000		572,815
Nexstar Broadcasting, Inc. Company Guar. Notes 7.00% due 01/15/14(4)		814		798
				1,684,313
Cable/Satellite TV — 4.7%
Bresnan Broadband Holdings LLC Company Guar. Notes 8.00% due 12/15/18*		981,000		990,810
Cablevision Systems Corp. Senior Notes 8.00% due 04/15/20		830,000		869,425
CCO Holdings LLC/CCO Holdings Capital Corp. Company Guar. Notes 7.25% due 10/30/17		2,717,000		2,801,906
CCO Holdings LLC/CCO Holdings Capital Corp. Company Guar. Notes 7.88% due 04/30/18		2,321,000		2,413,840
CCO Holdings LLC/CCO Holdings Capital Corp. Company Guar. Notes 8.13% due 04/30/20		315,000		333,113
DISH DBS Corp. Company Guar. Notes 6.75% due 06/01/21*		1,886,000		1,900,145
Mediacom LLC / Mediacom Capital Corp. Senior Notes 9.13% due 08/15/19		3,015,000		3,045,150
				12,354,389
Casino Hotels — 2.2%
CityCenter Holdings LLC/CityCenter Finance Corp. Senior Sec. Notes 7.63% due 01/15/16*		1,070,000		1,040,575
Harrah’s Operating Co., Inc. Senior Sec. Notes 11.25% due 06/01/17		1,895,000		2,041,862
MGM Mirage, Inc. Senior Sec. Notes 9.00% due 03/15/20		480,000		512,400
MGM Mirage, Inc. Senior Sec. Notes 11.13% due 11/15/17		900,000		1,003,500
Wynn Las Vegas LLC/ Wynn Las Vegas Capital Corp. 1st. Mtg. Notes 7.75% due 08/15/20		1,165,000		1,272,763
				5,871,100
Casino Services — 0.3%
Greektown, Inc. LLC Escrow Notes 10.75% due 12/01/13†(1)(2)		930,000		0

Security Description	Principal Amount		Value (Note 2)
Casino Services (continued)
Peninsula Gaming LLC Sec. Notes 8.38% due 08/15/15	$	770,000	$	781,550
				781,550
Cellular Telecom — 2.5%
Buccaneer Merger Sub, Inc. Senior Notes 9.13% due 01/15/19*		1,385,000		1,385,000
Cricket Communications, Inc. Senior Sec. Notes 7.75% due 05/15/16		750,000		759,375
Cricket Communications, Inc. Company Guar. Notes 10.00% due 07/15/15		1,705,000		1,762,543
MetroPCS Wireless, Inc. Company Guar. Notes 6.63% due 11/15/20		1,265,000		1,182,775
MetroPCS Wireless, Inc. Company Guar. Notes 7.88% due 09/01/18		960,000		973,200
Nextel Communications, Inc. Company Guar. Notes 7.38% due 08/01/15		429,000		422,029
				6,484,922
Chemicals - Diversified — 0.8%
Celanese US Holdings LLC Company Guar. Notes 6.63% due 10/15/18		775,000		821,500
Lyondell Chemical Co. Senior Sec. Notes 8.00% due 11/01/17*		173,000		191,598
Momentive Performance Materials, Inc. Sec. Notes 9.00% due 01/15/21		906,000		774,630
Momentive Performance Materials, Inc. Company Guar. Notes 12.50% due 06/15/14		403,000		426,172
				2,213,900
Chemicals - Plastics — 0.2%
Hexion US Finance Corp./Hexion Nova Scotia Finance ULC Sec. Notes 9.00% due 11/15/20		680,000		593,300
Chemicals - Specialty — 0.2%
Ferro Corp. Senior Notes 7.88% due 08/15/18		550,000		555,500
Coal — 1.2%
Alpha Natural Resources, Inc. Company Guar. Notes 6.00% due 06/01/19		476,000		468,860
Alpha Natural Resources, Inc. Company Guar. Notes 6.25% due 06/01/21		320,000		312,800
Peabody Energy Corp. Company Guar. Notes 6.50% due 09/15/20		2,321,000		2,390,630
				3,172,290
Commercial Services — 0.3%
ARAMARK Holdings Corp. Senior Notes 8.63% due 05/01/16*(5)		790,000		791,975

29

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Commercial Services - Finance — 0.4%
Speedy Cash, Inc. Senior Sec. Notes 10.75% due 10/15/18*	$	970,000	$	970,000
Computer Services — 1.1%
SunGard Data Systems, Inc. Company Guar. Notes 7.38% due 11/15/18		1,161,000		1,105,852
SunGard Data Systems, Inc. Company Guar. Notes 7.63% due 11/15/20		525,000		501,375
SunGard Data Systems, Inc. Company Guar. Notes 10.25% due 08/15/15		1,186,000		1,209,720
SunGard Data Systems, Inc. Company Guar. Notes 10.63% due 05/15/15		175,000		185,500
				3,002,447
Consumer Products - Misc. — 0.8%
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC Senior Sec. Notes 6.88% due 02/15/21*		1,035,000		962,550
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC Senior Sec. Notes 7.75% due 10/15/16*		230,000		235,175
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC Senior Sec. Notes 7.88% due 08/15/19*		415,000		410,850
Yankee Acquisition Corp. Company Guar. Notes 9.75% due 02/15/17		404,000		393,395
				2,001,970
Containers - Metal/Glass — 1.1%
Ball Corp. Company Guar. Notes 5.75% due 05/15/21		891,000		884,318
Ball Corp. Company Guar. Notes 7.13% due 09/01/16		125,000		134,375
Ball Corp. Company Guar. Notes 7.38% due 09/01/19		185,000		200,725
Crown Americas LLC/Crown Americas Capital Corp. II Company Guar. Notes 7.63% due 05/15/17		945,000		1,008,787
Crown Americas LLC/Crown Americas Capital Corp. III Senior Notes 6.25% due 02/01/21*		425,000		427,125
Crown Cork & Seal Co., Inc. Senior Notes 7.38% due 12/15/26		275,000		269,500
				2,924,830
Containers - Paper/Plastic — 0.3%
Graphic Packaging International, Inc. Company Guar. Notes 9.50% due 06/15/17		600,000		652,500
Data Processing/Management — 0.4%
First Data Corp. Sec. Notes 8.25% due 01/15/21*		552,000		471,960
First Data Corp. Sec. Notes 8.75% due 01/15/22*(5)		553,000		475,580
				947,540

Security Description	Principal Amount		Value (Note 2)
Diagnostic Kits — 0.6%
Alere, Inc. Senior Notes 7.88% due 02/01/16	$	1,735,000	$	1,676,444
Direct Marketing — 0.2%
Sitel LLC/Sitel Finance Corp. Senior Notes 11.50% due 04/01/18		725,000		616,250
Diversified Banking Institutions — 3.0%
Ally Financial, Inc. Company Guar. Notes 7.50% due 09/15/20		985,000		967,762
Ally Financial, Inc. Company Guar. Notes 8.00% due 03/15/20		1,385,000		1,398,850
GMAC LLC Company Guar. Notes 6.88% due 09/15/11		2,703,000		2,703,000
GMAC LLC Sub. Notes 8.00% due 12/31/18		1,475,000		1,438,125
NB Capital Trust IV Ltd. Guar. Notes 8.25% due 04/15/27		1,475,000		1,475,000
				7,982,737
Diversified Financial Services — 0.6%
Community Choice Financial, Inc. Senior Sec. Notes 10.75% due 05/01/19*		1,510,000		1,540,200
Diversified Manufacturing Operations — 0.5%
Harland Clarke Holdings Corp. Company Guar. Notes 9.50% due 05/15/15		1,025,000		835,375
SPX Corp. Senior Notes 7.63% due 12/15/14		400,000		431,000
				1,266,375
Diversified Operations/Commercial Services — 0.2%
ARAMARK Corp. Company Guar. Notes 8.50% due 02/01/15		510,000		526,575
Electric - Generation — 0.9%
AES Corp. Senior Notes 8.00% due 10/15/17		1,310,000		1,375,500
AES Corp. Senior Notes 8.00% due 06/01/20		450,000		472,500
Reliant Energy Mid-Atlantic Power Holdings LLC Pass Through Certs., Series B 9.24% due 07/02/17(1)		445,698		452,384
				2,300,384
Electric - Integrated — 0.7%
Mirant Americas Generation LLC Senior Notes 8.50% due 10/01/21(1)		1,100,000		1,045,000
Mirant Mid-Atlantic LLC Pass Through Certs., Series B 9.13% due 06/30/17		328,217		336,423
Southern Energy, Inc. Escrow Notes 7.90% due 07/15/09†(1)(2)		1,225,000		0

30

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Electric - Integrated (continued)
Texas Competitive Electric Holdings Co. LLC/TCEH Finance, Inc. Senior Sec. Notes 11.50% due 10/01/20*	$	605,000	$	511,225
				1,892,648
Electronic Components - Semiconductors — 0.7%
Freescale Semiconductor, Inc. Company Guar. Notes 8.88% due 12/15/14		920,000		952,200
Freescale Semiconductor, Inc. Senior Sec. Notes 9.25% due 04/15/18*		565,000		594,662
Freescale Semiconductor, Inc. Company Guar. Notes 10.75% due 08/01/20		228,000		238,830
				1,785,692
Enterprise Software/Service — 0.2%
Mantech International Corp. Company Guar. Notes 7.25% due 04/15/18		545,000		546,363
Finance - Auto Loans — 2.3%
Credit Acceptance Corp. Senior Sec.Notes 9.13% due 02/01/17		1,060,000		1,073,250
Ford Motor Credit Co. LLC Senior Notes 8.13% due 01/15/20		1,735,000		1,939,130
Ford Motor Credit Co., LLC Senior Notes 8.70% due 10/01/14		2,725,000		3,019,406
				6,031,786
Finance - Consumer Loans — 1.6%
SLM Corp. Senior Notes 6.25% due 01/25/16		1,035,000		1,058,227
SLM Corp. Senior Notes 8.00% due 03/25/20		406,000		417,178
SLM Corp. Senior Notes 8.45% due 06/15/18		934,000		988,908
TMX Finance LLC/TitleMax Finance Corp. Senior Sec. Notes 13.25% due 07/15/15*		545,000		588,600
TMX Finance LLC/TitleMax Finance Corp. Senior Sec. Notes 13.25% due 07/15/15		1,145,000		1,236,600
				4,289,513
Food - Meat Products — 0.3%
Smithfield Foods, Inc. Senior Sec. Notes 10.00% due 07/15/14		625,000		706,250
Hazardous Waste Disposal — 0.1%
Clean Harbors, Inc. Senior Sec. Notes 7.63% due 08/15/16		252,000		266,490
Hotel/Motels — 0.2%
Starwood Hotels & Resorts Worldwide, Inc. Senior Notes 7.15% due 12/01/19		585,000		639,113

Security Description	Principal Amount		Value (Note 2)
Independent Power Producers — 1.0%
Calpine Corp. Senior Sec. Notes 7.50% due 02/15/21*	$	1,360,000	$	1,373,600
Calpine Corp. Escrow Notes 8.75% due 07/15/13†(1)(2)		3,278,000		0
NRG Energy, Inc. Company Guar. Notes 7.38% due 01/15/17		550,000		566,500
RRI Energy, Inc. Senior Notes 7.88% due 12/31/17		690,000		669,300
				2,609,400
Insurance - Multi-line — 0.8%
Hartford Financial Services Group, Inc. FRS Jr. Sub. Debentures 8.13% due 06/15/38		1,970,000		1,989,700
Machinery - Farming — 1.1%
Case New Holland, Inc. Company Guar. Notes 7.75% due 09/01/13		1,175,000		1,236,688
Case New Holland, Inc. Senior Notes 7.88% due 12/01/17		1,595,000		1,726,587
				2,963,275
Machinery - General Industrial — 0.5%
CPM Holdings, Inc. Senior Sec. Notes 10.58% due 09/01/14(8)		1,150,000		1,221,875
Medical Information Systems — 0.7%
IMS Health, Inc. Senior Notes 12.50% due 03/01/18*		1,645,000		1,891,750
Medical Labs & Testing Services — 0.5%
American Renal Holdings Senior Sec. Notes 8.38% due 05/15/18		1,270,000		1,266,825
Medical Products — 0.7%
LVB Acquisition Holding LLC Company Guar. Notes 10.00% due 10/15/17		1,133,000		1,186,817
LVB Acquisition Holding LLC Company Guar. Notes 10.38% due 10/15/17(5)		636,000		670,980
				1,857,797
Medical - Biomedical/Gene — 0.1%
STHI Holding Corp. Sec. Notes 8.00% due 03/15/18*		265,000		251,750
Medical - Drugs — 0.4%
Valeant Pharmaceuticals International Company Guar. Notes 6.75% due 08/15/21*		1,315,000		1,157,200
Medical - Hospitals — 3.3%
Community Health Systems, Inc. Company Guar. Notes 8.88% due 07/15/15		1,800,000		1,824,750
HCA, Inc. Senior Notes 6.25% due 02/15/13		900,000		915,750

31

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Medical - Hospitals (continued)
HCA, Inc. Senior Sec. Notes 6.50% due 02/15/20	$	805,000	$	814,056
HCA, Inc. Senior Sec. Notes 7.88% due 02/15/20		2,370,000		2,512,200
HCA, Inc. Senior Sec. Notes 8.50% due 04/15/19		750,000		817,500
Tenet Healthcare Corp. Senior Sec. Notes 9.00% due 05/01/15		1,720,000		1,823,200
				8,707,456
Medical - Outpatient/Home Medical — 0.5%
Radiation Therapy Services, Inc. Company Guar. Notes 9.88% due 04/15/17		1,290,000		1,193,250
Motion Pictures & Services — 0.1%
NAI Entertainment Holdings LLC Senior Sec. Notes 8.25% due 12/15/17*		330,000		333,300
Multimedia — 0.0%
Haights Cross Operating Co. FRS Ltd. Guar. Notes 16.00% due 03/15/14†(1)(2)(9)		100,864		12,608
Non-Ferrous Metals — 0.0%
Renco Metals, Inc. Company Guar. Notes 11.50% due 07/01/03†(1)(2)(6)(7)		210,000		0
Office Automation & Equipment — 0.9%
CDW LLC/CDW Finance Corp. Senior Sec. Notes 8.00% due 12/15/18*		1,060,000		1,046,750
CDW LLC/CDW Finance Corp. Company Guar. Notes 8.50% due 04/01/19*		1,362,000		1,263,255
CDW LLC/CDW Finance Corp. Company Guar. Notes 11.00% due 10/12/15		13,000		13,260
CDW LLC/CDW Finance Corp. Company Guar. Notes 11.50% due 10/12/15(5)		13,199		13,463
				2,336,728
Office Supplies & Forms — 0.3%
ACCO Brands Corp. Senior Sec. Notes 10.63% due 03/15/15		625,000		683,594
Oil Companies - Exploration & Production — 3.8%
Antero Resources Finance Corp. Senior Notes 7.25% due 08/01/19*		790,000		768,275
Antero Resources Finance Corp. Company Guar. Notes 9.38% due 12/01/17		825,000		874,500
Newfield Exploration Co. Senior Sub. Notes 7.13% due 05/15/18		805,000		837,200
Petroleum Development Corp. Senior Notes 12.00% due 02/15/18		120,000		128,400

Security Description	Principal Amount		Value (Note 2)
Oil Companies - Exploration & Production (continued)
Pioneer Natural Resources Co. Senior Notes 6.65% due 03/15/17	$	3,800,000	$	4,098,805
Quicksilver Resources, Inc. Company Guar. Notes 7.13% due 04/01/16		200,000		189,000
Range Resources Corp. Company Guar. Notes 5.75% due 06/01/21		1,565,000		1,572,825
Range Resources Corp. Company Guar. Notes 6.75% due 08/01/20		995,000		1,042,263
Rosetta Resources, Inc. Company Guar. Notes 9.50% due 04/15/18		545,000		577,700
				10,088,968
Oil Field Machinery & Equipment — 0.4%
Complete Production Services, Inc. Company Guar. Notes 8.00% due 12/15/16		40,000		40,400
Thermon Industries, Inc. Sec. Notes 9.50% due 05/01/17		1,038,000		1,089,900
				1,130,300
Oil - Field Services — 1.1%
Aquilex Holdings LLC/Aquilex Finance Corp. Company Guar. Notes 11.13% due 12/15/16		1,219,000		707,020
Basic Energy Services, Inc. Company Guar. Notes 7.75% due 02/15/19*		1,350,000		1,336,500
Hornbeck Offshore Services, Inc. Company Guar. Notes 8.00% due 09/01/17		830,000		821,700
				2,865,220
Paper & Related Products — 0.6%
Clearwater Paper Corp. Company Guar. Notes 7.13% due 11/01/18		310,000		311,550
Georgia-Pacific LLC Company Guar. Notes 5.40% due 11/01/20*		280,000		288,749
Neenah Paper, Inc. Company Guar. Notes 7.38% due 11/15/14		939,000		922,567
Verso Paper Holdings LLC/Verso Paper, Inc. Sec. Notes 8.75% due 02/01/19		170,000		135,575
				1,658,441
Pharmacy Services — 0.5%
BioScrip, Inc. Company Guar. Notes 10.25% due 10/01/15		1,240,000		1,227,600
Physical Therapy/Rehabilitation Centers — 0.4%
Healthsouth Corp. Company Guar. Notes 7.25% due 10/01/18		1,085,000		1,087,712
Pipelines — 2.4%
El Paso Corp. Senior Notes 6.50% due 09/15/20		1,075,000		1,160,968

32

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Pipelines (continued)
El Paso Corp. Senior Notes 6.88% due 06/15/14	$	775,000	$	863,195
El Paso Corp. Senior Notes 7.00% due 06/15/17		1,590,000		1,766,992
Energy Transfer Equity LP Senior Sec. Notes 7.50% due 10/15/20		1,350,000		1,383,750
Kinder Morgan Finance Co., LLC Senior Sec. Notes 6.00% due 01/15/18*		1,040,000		1,021,800
				6,196,705
Printing - Commercial — 0.4%
Cenveo Corp. Company Guar. Notes 7.88% due 12/01/13		1,220,000		965,325
Publishing - Books — 0.4%
TL Acquisitions, Inc. Company Guar. Notes 10.50% due 01/15/15*		1,305,000		1,004,850
Publishing - Periodicals — 0.2%
Nielsen Finance LLC/Nielsen Finance Co. Company Guar. Notes 11.50% due 05/01/16(8)		341,000		387,888
Real Estate Investment Trusts — 1.4%
DuPont Fabros Technology LP Company Guar. Notes 8.50% due 12/15/17		1,100,000		1,160,500
Host Hotels & Resorts, Inc. Company Guar. Notes 6.00% due 11/01/20		2,455,000		2,387,487
				3,547,987
Recycling — 0.0%
Aleris International, Inc. Escrow Notes 9.00% due 12/15/14†(1)(2)		2,565,000		257
Rental Auto/Equipment — 0.2%
RSC Equipment Rental, Inc./RSC Holdings III LLC Senior Sec. Notes 10.00% due 07/15/17*		550,000		596,750
Retail - Apparel/Shoe — 0.2%
Limited Brands, Inc. Senior Notes 6.95% due 03/01/33		651,000		589,155
Retail - Arts & Crafts — 0.5%
Michaels Stores, Inc. Company Guar. Notes 7.75% due 11/01/18		1,380,000		1,305,825
Retail - Drug Store — 1.3%
CVS Caremark Corp. FRS Jr. Sub. Notes 6.30% due 06/01/62		1,320,000		1,287,000
Rite Aid Corp. Senior Sec. Notes 9.75% due 06/12/16		150,000		161,063
Rite Aid Corp. Sec. Notes 10.25% due 10/15/19		725,000		759,437
Rite Aid Corp. Sec. Notes 10.38% due 07/15/16		1,095,000		1,148,381
				3,355,881

Security Description	Principal Amount		Value (Note 2)
Retail - Propane Distribution — 0.3%
Ferrellgas LP/Ferrellgas Finance Corp. Senior Notes 6.50% due 05/01/21	$	720,000	$	646,200
Retail - Regional Department Stores — 1.3%
Federated Retail Holdings, Inc. Company Guar. Notes 5.90% due 12/01/16		2,102,000		2,323,004
Federated Retail Holdings, Inc. Company Guar. Notes 6.38% due 03/15/37		329,000		333,236
Macy’s Retail Holdings, Inc. Company Guar. Notes 6.70% due 09/15/28		147,000		161,644
Macy’s Retail Holdings, Inc. Company Guar. Notes 6.90% due 04/01/29		314,000		358,376
Macy’s Retail Holdings, Inc. Company Guar. Notes 7.00% due 02/15/28		155,000		179,519
				3,355,779
Rubber - Tires — 0.2%
Goodyear Tire & Rubber Co. Senior Notes 10.50% due 05/15/16		536,000		586,250
Rubber/Plastic Products — 0.0%
Venture Holdings Co. LLC Company Guar. Notes 11.00% due 06/01/07†(1)(2)(6)(7)		50,000		0
Satellite Telecom — 0.8%
EH Holding Corp. Senior Sec. Notes 6.50% due 06/15/19*		1,985,000		1,985,000
Shipbuilding — 0.7%
Huntington Ingalls Industries, Inc. Company Guar. Notes 6.88% due 03/15/18*		1,730,000		1,626,200
Huntington Ingalls Industries, Inc. Company Guar. Notes 7.13% due 03/15/21*		280,000		263,200
				1,889,400
Storage/Warehousing — 0.2%
Mobile Mini, Inc. Company Guar. Notes 6.88% due 05/01/15		535,000		526,975
Telecom Services — 0.7%
GCI, Inc. Senior Notes 6.75% due 06/01/21		590,000		581,150
West Corp. Company Guar. Notes 7.88% due 01/15/19		1,390,000		1,327,450
				1,908,600
Telecommunication Equipment — 0.5%
Sorenson Communications, Inc. Senior Sec. Notes 10.50% due 02/01/15*		1,920,000		1,171,200
Telephone - Integrated — 3.3%
Frontier Communications Corp. Senior Notes 7.13% due 03/15/19		1,485,000		1,460,869

33

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Telephone - Integrated (continued)
Frontier Communications Corp. Senior Notes 7.88% due 04/15/15	$	766,000	$	808,130
Frontier Communications Corp. Senior Notes 8.13% due 10/01/18		600,000		620,250
Frontier Communications Corp. Senior Notes 8.25% due 04/15/17		1,620,000		1,684,800
Frontier Communications Corp. Senior Notes 8.50% due 04/15/20		185,000		193,788
Qwest Communications International, Inc. Company Guar. Notes, Series B 7.50% due 02/15/14		513,000		519,412
Qwest Communications International, Inc. Company Guar. Notes 8.00% due 10/01/15		375,000		400,313
Windstream Corp. Company Guar. Notes 7.75% due 10/15/20		1,155,000		1,178,100
Windstream Corp. Company Guar. Notes 8.13% due 09/01/18		425,000		440,937
Windstream Corp. Company Guar. Notes 8.63% due 08/01/16		1,380,000		1,436,925
				8,743,524
Television — 0.3%
Sinclair Television Group, Inc. Sec. Notes 9.25% due 11/01/17*		745,000		793,425
Theaters — 0.8%
AMC Entertainment, Inc. Company Guar. Notes 8.00% due 03/01/14		1,558,000		1,511,260
AMC Entertainment, Inc. Company Guar. Notes 8.75% due 06/01/19		550,000		554,125
				2,065,385
Transport - Marine — 1.1%
ACL I Corp. Senior Notes 11.38% due 02/15/16*(5)		1,479,625		1,235,487
Marquette Transportation Co./Marquette Transportation Finance Corp. Sec. Notes 10.88% due 01/15/17		1,630,000		1,593,325
				2,828,812
Web Hosting/Design — 0.3%
Equinix, Inc. Senior Notes 7.00% due 07/15/21		710,000		720,650
Total U.S. Corporate Bonds & Notes
(cost $202,626,136)				204,446,791
FOREIGN CORPORATE BONDS & NOTES — 9.1%
Banks - Commercial — 0.7%
LBG Capital No.1 PLC Bank Guar. Notes 7.88% due 11/01/20*		2,521,000		1,967,641

Security Description		Principal Amount		Value (Note 2)
Computers - Memory Devices — 1.1%
Seagate HDD Cayman Company Guar. Notes 6.88% due 05/01/20		$	1,415,000	$	1,354,862
Seagate Technology HDD Holdings Company Guar. Notes 6.80% due 10/01/16			1,575,000		1,598,625
					2,953,487
Diversified Manufacturing Operations — 0.4%
Bombardier, Inc. Senior Notes 7.50% due 03/15/18*			535,000		581,813
Bombardier, Inc. Senior Notes 7.75% due 03/15/20*			540,000		589,950
					1,171,763
Diversified Minerals — 0.7%
FMG Resources August 2006 Pty, Ltd. Company Guar. Notes 7.00% due 11/01/15*			1,955,000		1,950,113
Electric - Generation — 0.1%
Intergen NV Senior Sec. Notes 9.00% due 06/30/17*			160,000		166,000
Independent Power Producers — 0.0%
AES Drax Energy, Ltd. Sec. Notes 11.50% due 08/30/10†(1)(2)(6)(10)			475,000		0
Internet Connectivity Services — 0.3%
eAccess, Ltd. Company Guar. Notes 8.25% due 04/01/18*			695,000		667,200
Investment Companies — 0.5%
Offshore Group Investments, Ltd. Senior Sec. Notes 11.50% due 08/01/15			895,000		953,175
Offshore Group Investments, Ltd. Senior Sec. Notes 11.50% due 08/01/15*			230,000		244,950
					1,198,125
Medical - Drugs — 0.3%
Elan Corp. PLC Company Guar. Notes 8.88% due 12/01/13			760,000		787,550
Multimedia — 1.1%
Quebecor Media, Inc. Senior Notes 7.75% due 03/15/16			2,795,000		2,815,962
Oil Companies - Exploration & Production — 0.7%
Harvest Operations Corp. Company Guar. Notes 6.88% due 10/01/17*			1,925,000		1,973,125
Oil Field Machinery & Equipment — 0.4%
Sevan Marine ASA Sec. Notes 12.00% due 08/10/15*			1,200,000		876,000
Sevan Marine ASA Senior Notes 15.00% due 07/22/12(2)(15)(18)			265,000		258,141
	��
					1,134,141

34

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount		Value (Note 2)
FOREIGN CORPORATE BONDS & NOTES (continued)
Paper & Related Products — 0.9%
Cascades, Inc. Company Guar. Notes 7.88% due 01/15/20	$	575,000	$	553,437
Fibria Overseas Finance, Ltd. Company Guar. Notes 7.50% due 05/04/20*		1,671,000		1,721,130
				2,274,567
Satellite Telecom — 0.9%
Intelsat Jackson Holdings SA Company Guar. Notes 7.25% due 04/01/19*		1,345,000		1,297,925
Intelsat Luxembourg SA Company Guar. Notes 11.50% due 02/04/17(5)		1,002,567		973,743
				2,271,668
Special Purpose Entity — 0.0%
Hellas Telecommunications Luxembourg II FRS Sub. Notes 6.03% due 01/15/15*†(2)(9)(10)		925,000		18,500
Telecom Services — 0.4%
Wind Acquisition Finance SA Sec. Notes 11.75% due 07/15/17*		1,000,000		1,037,500
Transport - Marine — 0.6%
Navios Maritime Holdings, Inc. Senior Sec. Notes 8.88% due 11/01/17		1,600,000		1,480,000
Total Foreign Corporate Bonds & Notes
(cost $25,692,600)				23,867,342
LOANS(2)(12)(13) — 2.3%
Beverages - Non-alcoholic — 0.0%
Le-Natures, Inc. Bank Term Loan 10.25% due 03/01/11†(1)(6)(11)		600,000		93,000
Building - Residential/Commercial — 0.0%
TOUSA, Inc Term Loan 12.25% due 08/15/13(1)		1,601,923		80,096
Casino Services — 0.6%
Herbst Gaming, Inc. Term Loan 10.00% due 12/31/15		408,310		417,497
Holding Gaming Borrower LP Term Loan Tranche B-1 12.00% due 06/30/15(1)		995,000		1,059,675
				1,477,172
Commercial Services — 0.3%
Vertrue, Inc. Term Loan 9.25% due 08/14/15(1)		1,215,000		662,175
Electric - Integrated — 1.1%
Texas Competitive Electric Holdings Co. LLC Term Loan 4.77% due 10/10/14(1)		3,873,748		2,982,786
Medical - Drugs — 0.2%
Triax Pharmaceuticals LLC Term Loan 16.50% due 08/30/11†(1)(3)(6)		1,113,144		420,991

Security Description	Shares/ Principal Amount		Value (Note 2)
Theaters — 0.1%
AMC Entertainment Holdings, Inc Term Loan 5.25% due 06/15/12(1)	$	396,364	$	387,445
Total Loans
(cost $9,338,171)				6,103,665
COMMON STOCK — 0.3%
Building Products - Doors & Windows — 0.0%
Masonite Worldwide Holdings(14)		754		21,489
Casino Services — 0.0%
Greektown, Inc.†(1)(2)		703		0
Food - Misc. — 0.1%
Wornick Co.†(1)(2)(15)		3,444		171,976
Gambling (Non-Hotel) — 0.0%
Shreveport Gaming Holdings, Inc.(1)(2)		2,501		638
Medical - Drugs — 0.0%
Triax Pharmaceuticals LLC†(1)(2)(16)		85,612		428
Medical - Outpatient/Home Medical — 0.0%
Critical Care Systems International, Inc.†(1)(2)		13,262		331
Multimedia — 0.0%
Haights Cross Communication, Inc.†(1)(2)		10,439		23,383
Paper & Related Products — 0.2%
Caraustar Industries, Inc.†(1)(2)		80		553,902
Retail - Music Store — 0.0%
MTS, Inc.†(1)(2)		3,863		0
Total Common Stock
(cost $2,506,709)				772,147
MEMBERSHIP INTEREST CERTIFICATES — 0.1%
Casino Services — 0.1%
Herbst Gaming, Inc.†(2)(15) (cost $232,701)		23,439		234,393
PREFERRED STOCK — 1.7%
Diversified Banking Institutions — 1.1%
GMAC Capital Trust I FRS 8.13%		131,000		2,796,850
Diversified Financial Services — 0.6%
Citigroup Capital XIII FRS 7.88%		67,000		1,744,680
Medical - Drugs — 0.0%
Triax Pharmaceuticals LLC, Class C†(1)(2)(16)		26,118		131
Total Preferred Stock
(cost $5,180,641)				4,541,661
WARRANTS — 0.0%
Building Products - Doors & Windows — 0.0%
Masonite Worldwide Holdings Expires 05/20/14 (strike price $55.31)†(2)		3,658		0
Masonite Worldwide Holdings Expires 05/20/16 (strike price $55.31)†(2)		2,743		0
				0
Publishing - Periodicals — 0.0%
Reader’s Digest Assoc., Inc. Expires 02/19/14†(1)(2)		4,509		0

35

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares/ Principal Amount			Value (Note 2)
WARRANTS (continued)
Television — 0.0%
ION Media Networks, Inc. Expires 12/18/16 (strike price $500.00)†(1)(2)(15)		305		$	61,000
ION Media Networks, Inc. Expires 12/18/16 (strike price $687.50)†(1)(2)(15)		305			38,125
					99,125
Total Warrants
(cost $4,669)					99,125
Total Long-Term Investment Securities
(cost $249,249,490)					244,197,237
SHORT-TERM INVESTMENT SECURITIES — 5.8%
Time Deposits — 5.8%
Euro Time Deposit with State Street Bank and Trust Co. 0.01% due 09/01/11 (cost $15,154,000)	$	15,154,000			15,154,000
TOTAL INVESTMENTS
(cost $264,403,490)(17)		98.8	%		259,351,237
Other assets less liabilities		1.2			3,028,653
NET ASSETS —		100.0	%	$	262,379,890

† 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, 2011, the aggregate value of these securities was $64,334,747 representing 24.5% of net assets. Unless otherwise indicated these securities are not considered to be illiquid.

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

(2) Illiquid security. At August 31, 2011, the aggregate value of these securities was $7,477,478 representing 2.8% of net assets.

(3) A portion of the interest was paid in additional bonds/loans.

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

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

(6) Security in default of interest and principal at maturity.

(7) Company has filed for Chapter 7 bankruptcy.

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

(9) Bond in default.

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

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

(12) 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.

(13) Senior loans in the Fund 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 shown.

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

(15) Denotes a restricted security that: (a) cannot be offered for public sale without first being registered, or being able to take advantage of an exemption from registration, under the Securities Act of 1933, as amended (the “1933 Act”); (b) is subject to a contractual restriction on public sales; or (c) is otherwise subject to a restriction on sales by operation of applicable law. Restricted securities are valued pursuant to Note 2. Certain restricted securities held by the Portfolio may not be sold except in exempt transactions or in a public offering registered under the 1933 Act. The Portfolio 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 Portfolio 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, 2011, the High-Yield Bond Portfolio held the following restricted securities:

Name	Acquis ition Date		Principal Amount/ Shares		Acqui sition Cost		Market Value		Market Value Per Share		Value as a % of Net Assets
Herbst Gaming Membership Interest Certificate		03/26/08		23,439	$	232,701	$	234,393	$	10.00		0.09	%
ION Media Networks, Inc. Warrants		03/01/11		305		—		38,125		125.00		0.01
ION Media Networks, Inc. Warrants		11/11/10		305		—		61,000		200.00		0.02
Sevan Marine ASA 15.00% due 07/22/12		07/19/11		265,000		283,035		258,141		0.97		0.10
Wornick Co. Common Stock		08/08/08		3,444		450,320		171,976		49.93		0.07
							$	763,635				0.29	%

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

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

(18) Subsequent to August 31, 2011, bond is in default.

FRS—Floating Rate Security

The rates shown on FRS securities are the current interest rates at August 31, 2011 and unless noted otherwise, the dates shown are the original maturity dates.

36

VALIC Company II High Yield Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

The following is a summary of the inputs used to value the Fund’s net assets as of August 31, 2011 (see Note 2):

	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Observable Inputs		Level 3 - Significant Unobservable Inputs		Total
ASSETS:
Long-Term Investment Securities:
Convertible Bonds & Notes	$	—	$	4,132,113	$	—	$	4,132,113
U.S. Corporate Bonds & Notes		—		203,337,979		1,108,812		204,446,791
Foreign Corporate Bonds & Notes		—		23,867,342		0		23,867,342
Loans		—		417,497		5,686,168		6,103,665
Common Stock		—		21,489		750,658		772,147
Membership Interests		—		234,393		—		234,393
Preferred Stock		4,541,530		—		131		4,541,661
Warrants		—		0		99,125		99,125
Short-Term Investment Securities:
Time Deposits		—		15,154,000		—		15,154,000
Total	$	4,541,530	$	247,164,813	$	7,644,894	$	259,351,237

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

	U.S. Corporate Bonds & Notes			Foreign Corporate Bonds & Notes		Loans			Common Stock			Preferred Stock		Warrants
Balance as of 08/31/2010	$	1,413,735		$	0	$	3,832,605		$	576,943		$	131	$	0
Accrued discounts/premiums		7,734			—		71,930			—			—		—
Realized gain (loss)		(1,120,744	)		—		22,159			309,162			—		(37,980	)
Change in unrealized appreciation (depreciation)(1)		1,046,997			—		(793,597	)		210,776			—		137,105
Net purchases (sales)		(1,027,973	)		—		2,553,071			(346,223	)		—		—
Transfers in and/or out of Level 3(2)		789,063			—		—			—			—		—
Balance as of 08/31/2011	$	1,108,812		$	0	$	5,686,168		$	750,658		$	131	$	99,125

(1) The total change in unrealized appreciation (depreciation) included in the statement of operations attributable to level 3 investments still held at August 31, 2011 includes:

U.S. Corporate Bonds & Notes			Foreign Corporate Bonds & Notes		Loans		Common Stock		Preferred Stock		Warrants
$	(81,375	)	$	—	$	1,125,208	$	296,757	$	—	$	99,125

(2) The Fund’s policy is to recognize transfers in and transfers out as of the end of the reporting period.

See Notes to Financial Statements

37

VALIC Company II International Small Cap Equity Fund

PORTFOLIO PROFILE — August 31, 2011 (Unaudited)

Industry Allocation*

Banks — Commercial	3.8	%
Electronic Components — Misc.	3.3
Exchange — Traded Funds	3.0
Machinery — General Industrial	2.4
Distribution/Wholesale	2.4
Insurance — Property/Casualty	2.2
Transport — Services	2.1
Veterinary Products	1.6
Auto/Truck Parts & Equipment — Original	1.6
Chemicals — Specialty	1.6
Chemicals — Diversified	1.5
Diversified Financial Services	1.3
Retail — Misc./Diversified	1.3
Retail — Apparel/Shoe	1.2
Building & Construction — Misc.	1.2
Diversified Operations	1.1
Time Deposits	1.1
Audio/Video Products	1.1
Real Estate Operations & Development	1.1
Electronic Components — Semiconductors	1.1
Diversified Manufacturing Operations	1.1
Insurance — Life/Health	1.0
Paper & Related Products	1.0
Gambling (Non-Hotel)	0.9
Entertainment Software	0.9
Food — Misc.	0.9
Semiconductor Equipment	0.9
Telephone — Integrated	0.9
Airlines	0.9
Finance — Investment Banker/Broker	0.8
Telecom Services	0.8
Auto-Cars/Light Trucks	0.8
Transport — Marine	0.8
Engineering/R&D Services	0.8
Security Services	0.8
Oil — Field Services	0.8
Oil Companies — Exploration & Production	0.7
Recycling	0.7
Advertising Services	0.7
Finance — Other Services	0.7
Electronics — Military	0.7
Building Products — Cement	0.7
Leisure Products	0.7
Diagnostic Kits	0.7
Electric Products — Misc.	0.7
Medical — Drugs	0.7
Gas — Distribution	0.7
Insurance — Multi-line	0.6
Retail — Discount	0.6
Commercial Services	0.6
Retail — Restaurants	0.6
Web Portals/ISP	0.6
Transport — Rail	0.6
Investment Management/Advisor Services	0.6
Building — Heavy Construction	0.6
Metal — Diversified	0.6
Agricultural Operations	0.6
Retail — Bookstores	0.6
E-Commerce/Products	0.6
E-Commerce/Services	0.6
Cosmetics & Toiletries	0.5
Cable/Satellite TV	0.5
Motorcycle/Motor Scooter	0.5
Human Resources	0.5
Containers — Paper/Plastic	0.5
Auto/Truck Parts & Equipment — Replacement	0.5
Diversified Minerals	0.5
Banks — Money Center	0.5
Chemicals — Fibers	0.5

Agricultural Chemicals	0.5	%
Travel Services	0.5
Banks — Mortgage	0.5
Oil Field Machinery & Equipment	0.5
Transport — Truck	0.5
Private Equity	0.5
Building — Residential/Commercial	0.5
Gold Mining	0.5
Medical Products	0.5
Electronic Measurement Instruments	0.4
Building — Maintance & Services	0.4
Internet Connectivity Services	0.4
Textile — Products	0.4
Batteries/Battery Systems	0.4
Hotels/Motels	0.4
Commercial Services — Finance	0.4
Consumer Products — Misc.	0.4
Multimedia	0.4
Machinery — Construction & Mining	0.4
Steel — Specialty	0.4
Television	0.4
Beverages — Wine/Spirits	0.4
Rubber — Tires	0.4
Medical Labs & Testing Services	0.4
Rubber/Plastic Products	0.4
Recreational Vehicles	0.4
Rental Auto/Equipment	0.4
Metal Products — Fasteners	0.4
Tools — Hand Held	0.4
Enterprise Software/Service	0.4
Consulting Services	0.3
Real Estate Management/Services	0.3
Retail — Building Products	0.3
Advanced Materials	0.3
Appliances	0.3
Publishing — Periodicals	0.3
Alternative Waste Technology	0.3
Aerospace/Defense	0.3
Machine Tools & Related Products	0.3
Internet Content — Information/News	0.3
Golf	0.3
Computers — Integrated Systems	0.3
Machinery — Electrical	0.3
Seismic Data Collection	0.3
Building Products — Doors & Windows	0.3
Pipelines	0.3
Photo Equipment & Supplies	0.3
Computers	0.3
Platinum	0.3
Coatings/Paint	0.3
Food — Meat Products	0.3
Food — Retail	0.3
Real Estate Investment Trusts	0.2
Miscellaneous Manufacturing	0.2
Medical — Generic Drugs	0.2
Publishing — Books	0.2
Schools	0.2
Textile — Apparel	0.2
Instruments — Controls	0.2
Public Thoroughfares	0.2
Optical Supplies	0.2
Machinery — Print Trade	0.2
Extended Service Contracts	0.2
Finance — Credit Card	0.2
Building Products — Air & Heating	0.2
Respiratory Products	0.2
Medical Instruments	0.2
Retail — Catalog Shopping	0.2
Electronic Connectors	0.2

38

VALIC Company II International Small Cap Equity Fund

PORTFOLIO PROFILE — August 31, 2011 (Unaudited) — (continued)

Industry Allocation* (continued)

Machinery — Material Handling	0.2	%
Insurance — Reinsurance	0.2
Internet Security	0.2
Brewery	0.2
Computer Services	0.2
Internet Infrastructure Software	0.1
Retail — Hypermarkets	0.1
Food — Dairy Products	0.1
Lighting Products & Systems	0.1
Transport — Equipment & Leasing	0.1
Computers — Periphery Equipment	0.1
E-Services/Consulting	0.1
Wireless Equipment	0.1
Semiconductor Components — Integrated Circuits	0.1
Building & Construction Products — Misc.	0.1
Oil Refining & Marketing	0.1
Apparel Manufacturers	0.1
Wire & Cable Products	0.1
Advertising Agencies	0.1
Chemicals — Plastics	0.1
Finance — Leasing Companies	0.1
Retail — Pawn Shops	0.1
Applications Software	0.1
Circuit Boards	0.1
Medical Information Systems	0.1
Shipbuilding	0.1
Venture Capital	0.1
Water	0.1
Electric — Integrated	0.1
Petrochemicals	0.1
Retail — Home Furnishings	0.1
Internet Financial Services	0.1
Home Furnishings	0.1
Telecommunication Equipment	0.1
Coal	0.1
Pastoral & Agricultural	0.1
Networking Products	0.1
Metal Processors & Fabrication	0.1
Beverages — Non-alcoholic	0.1
Funeral Services & Related Items	0.1
Machinery — Pumps	0.1
Capacitors	0.1
Power Converter/Supply Equipment	0.1
Educational Software	0.1
Computer Data Security	0.1
Retail — Pubs	0.1
Internet Content — Entertainment	0.1
Diversified Operations/Commercial Services	0.1
	98.3%

* Calculated as a percentage of net assets

Country Allocation*

Japan	22.1	%
United Kingdom	13.9
Germany	6.8
France	5.8
Ireland	4.4
South Korea	4.1
Bermuda	3.5
Netherlands	3.3
Cayman Islands	3.1
Italy	2.9
United States	2.7
Spain	1.7
Austria	1.7
Sweden	1.7
Switzerland	1.6
Australia	1.6
Taiwan	1.5
Belgium	1.5
Luxembourg	1.3
China	1.2
Indonesia	1.2
Norway	1.2
Singapore	1.0
Brazil	1.0
Hong Kong	0.9
Denmark	0.9
Finland	0.8
Thailand	0.6
Portugal	0.6
Philippines	0.5
Guernsey	0.5
India	0.4
Jersey	0.4
South Africa	0.4
Mexico	0.3
Malaysia	0.2
Cyprus	0.2
Turkey	0.2
Russia	0.2
Panama	0.1
Chile	0.1
Isle of Man	0.1
Papua New Guinea	0.1
	98.3	%

* Calculated as a percentage of net assets

39

VALIC Company II International Small Cap Equity Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011

Security Description	Shares		Value (Note 2)
COMMON STOCK — 93.5%
Australia — 1.6%
Adelaide Brighton, Ltd.		29,410	$	88,026
Alara Resources, Ltd.†		70,946		24,268
Alesco Corp., Ltd.		35,080		62,060
Aquila Resources, Ltd.†		3,536		24,191
ARB Corp., Ltd.		2,874		26,421
Austbrokers Holdings, Ltd.		10,441		68,863
Beadell Resources, Ltd.†		48,902		44,694
Boom Logistics, Ltd.†		35,156		9,583
Cabcharge Australia, Ltd.		13,939		69,136
Centamin Egypt, Ltd.†		1,137,500		1,929,597
Chesser Resources, Ltd.†		41,260		28,668
Cokal, Ltd.†		32,690		22,364
Count Financial, Ltd.		38,927		58,672
Coventry Group, Ltd.†		13,542		35,465
Dart Energy, Ltd.†		278,662		205,534
DuluxGroup, Ltd.		15,725		44,713
Eastern Star Gas, Ltd.†		41,525		35,067
Emeco Holdings, Ltd.		1,739,674		1,785,240
Incitec Pivot, Ltd.		346,530		1,400,201
Invocare, Ltd.		5,350		42,091
Iress Market Technology, Ltd.		2,862		24,811
Mincor Resources NL		9,892		9,411
Mirabela Nickel, Ltd.†		18,713		33,205
Mortgage Choice, Ltd.		43,361		60,256
Mount Gibson Iron, Ltd.		13,000		23,137
Navitas, Ltd.		273,751		1,109,054
Oakton, Ltd.		21,017		43,472
PanAust, Ltd.†		12,943		50,361
Platinum Australia, Ltd.†		68,108		14,561
Premier Investments, Ltd.		8,438		50,872
Prime Media Group, Ltd.		96,294		69,995
Reckon, Ltd.		11,367		28,554
Reece Australia, Ltd.		1,606		32,790
Resource Generation, Ltd.†		54,857		35,184
SMS Management & Technology, Ltd.		5,790		37,754
Sundance Resources, Ltd.†		120,865		61,369
Technology One, Ltd.		33,471		38,641
Transfield Services, Ltd.		538,076		1,397,679
White Energy Co., Ltd.†		1,039		2,210
White Energy Co., Ltd. (2011 Performance Shares)†(2)(3)		5,863		0
Whitehaven Coal, Ltd.		4,232		27,098
				9,155,268
Austria — 1.7%
Austria Technologie & Systemtechnik AG		49,554		707,573
Lenzing AG		24,319		2,969,412
Oesterreichische Post AG		106,404		3,393,258
Schoeller-Bleckmann Oilfield Equipment AG		35,429		2,774,729
				9,844,972
Belgium — 1.5%
Barco NV		52,631		3,145,146
Nyrstar		304,600		3,424,330
S.A. D’Ieteren NV		37,849		2,097,056
				8,666,532
Bermuda — 3.5%
Aquarius Platinum, Ltd.		260,668		1,064,409
China Gas Holdings, Ltd.		4,828,000		1,661,866
China Yurun Food Group, Ltd.		411,000		934,349
Digital China Holdings, Ltd.		1,328,000		2,261,703
Hiscox, Ltd.		71,934		415,002
IT, Ltd.		1,252,000		1,149,752
Jardine Matheson Holdings, Ltd.		35,600		1,972,240
Johnson Electric Holdings, Ltd.		3,983,500		2,123,278

Security Description	Shares		Value (Note 2)
Bermuda (continued)
Lancashire Holdings, Ltd.		324,552	$	3,595,719
Midland Holdings, Ltd.		670,000		367,449
Omega Insurance Holdings, Ltd.		294,291		315,297
Peace Mark Holdings, Ltd.†(2)(3)		686,000		0
Petra Diamonds, Ltd.†		44,763		97,915
Sinofert Holdings, Ltd.		2,464,000		765,861
Texwinca Holdings, Ltd.		1,682,000		2,052,313
Trinity, Ltd.		1,648,000		1,714,495
				20,491,648
Brazil — 0.9%
BR Properties SA		39,500		436,959
Cia Hering		25,500		563,694
EcoRodovias Infraestrutura e Logistica SA		39,000		338,087
EDP - Energias do Brasil SA		21,800		523,671
Estacio Participacoes SA		24,800		283,380
Even Construtora e Incorporadora SA		84,800		369,159
Iguatemi Empresa de Shopping Centers SA		19,000		402,820
JSL SA		71,000		428,168
LPS Brasil Consultoria de Imoveis SA		11,500		252,481
Multiplus SA		27,000		452,855
Odontoprev SA		24,000		414,599
QGEP Participacoes SA†		36,000		360,701
Totvs SA		20,500		368,302
				5,194,876
British Virgin Islands — 0.0%
Playtech, Ltd.		50,382		253,534
Canada — 0.0%
C&C Energia, Ltd.†		32,000		258,797
Cayman Islands — 3.1%
51job, Inc. ADR†		8,979		501,028
AAC Acoustic Technologies Holdings, Inc.		1,284,000		2,688,107
Agile Property Holdings, Ltd.		1,020,000		1,380,813
ASM Pacific Technology, Ltd.		103,000		1,063,622
Charm Communications, Inc. ADR†		58,074		668,432
China Lilang, Ltd.		507,000		690,252
Comba Telecom Systems Holdings, Ltd.		850,500		730,793
Daphne International Holdings, Ltd.		1,842,000		2,044,077
E-House China Holdings, Ltd. ADR		42,598		289,240
HKR International, Ltd.		1,350,400		650,411
Kingboard Laminates Holdings, Ltd.		830,000		511,698
KWG Property Holding, Ltd.		752,500		443,622
Lee & Man Paper Manufacturing, Ltd.		1,539,000		703,692
NetEase.com, Inc. ADR†		10,900		551,104
O-Net Communications Group, Ltd.†		1,819,000		455,576
Polarcus, Ltd.†		2,361,581		1,716,953
Shanda Games, Ltd. ADR†		49,211		277,058
Shanda Interactive Entertainment, Ltd. ADR†		9,323		318,287
Shenguan Holdings Group, Ltd.		2,614,000		1,504,103
SPG Land Holdings, Ltd.		1,518,025		360,699
Stella International Holdings, Ltd.†		28,500		80,531
TPK Holding Co., Ltd.†		30,850		748,665
				18,378,763
Chile — 0.1%
Cia Cervecerias Unidas SA		35,000		402,049
China — 1.2%
Qingling Motors Co., Ltd.		2,000,000		629,347
Shandong Chenming Paper Holdings, Ltd.		802,500		403,010
Weichai Power Co., Ltd.		613,800		3,058,810
Wumart Stores, Inc.		356,000		892,532
Zhejiang Expressway Co., Ltd.		818,000		511,654

40

VALIC Company II International Small Cap Equity Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares		Value (Note 2)
COMMON STOCK (continued)
China (continued)
Zhuzhou CSR Times Electric Co., Ltd.		733,000	$	1,749,217
				7,244,570
Cyprus — 0.2%
Globaltrans Investment PLC GDR		74,200		1,187,200
Denmark — 0.9%
Christian Hansen Holding A/S		67,831		1,547,321
Tryg A/S		61,919		3,463,691
				5,011,012
Finland — 0.8%
Outokumpu OYJ		228,867		2,303,018
UPM-Kymmene OYJ		157,897		2,070,859
				4,373,877
France — 5.5%
Eiffage SA		36,889		1,796,398
GameLoft SA†		881,909		5,092,790
Groupe Eurotunnel SA		262,077		2,437,668
Havas SA		479,246		1,921,429
JCDecaux SA†		95,107		2,357,400
Lagardere SCA		68,631		2,346,899
Rubis SA		64,293		3,686,428
Safran SA		62,945		2,443,615
Thales SA		51,688		1,915,275
Virbac SA		49,605		8,352,819
				32,350,721
Germany — 6.4%
Aareal Bank AG†		133,437		2,882,903
Aixtron SE NA		79,819		1,789,270
Aurelius AG		69,274		2,736,584
Bank of Georgia GDR		26,800		398,784
Bilfinger Berger SE		25,844		2,170,695
Brenntag AG		14,350		1,477,802
Commerzbank AG†		967,981		2,876,956
CTS Eventim AG		117,072		3,995,815
Deutz AG†		543,470		3,641,162
Freenet AG		400,079		5,001,735
GEA Group AG		67,894		1,987,657
Kabel Deutschland Holding AG†		34,235		1,915,507
Muehlbauer Holding AG & Co.		43,469		1,710,633
NORMA Group†		112,000		2,075,457
Rational AG		3,543		889,649
Tom Tailor Holding AG†		113,150		1,922,036
				37,472,645
Guernsey — 0.5%
Stobart Group, Ltd.		1,344,900		2,925,456
Hong Kong — 0.9%
China Everbright International, Ltd.		5,505,000		1,916,111
China Resources Enterprise, Ltd.		106,000		428,174
China Taiping Insurance Holdings Co., Ltd.†		308,600		692,837
Hutchison Whampoa, Ltd.		88,000		843,171
Wharf Holdings, Ltd.		63,800		406,440
YGM Trading, Ltd.		448,000		1,228,485
				5,515,218
India — 0.4%
HDFC Bank, Ltd. ADR		38,000		1,267,680
Jain Irrigation Systems, Ltd.		111,104		417,273
United Phosphorus, Ltd.		249,761		791,859
				2,476,812

Security Description	Shares		Value (Note 2)
Indonesia — 1.2%
PT BW Plantation Tbk		22,300,000	$	3,136,060
PT Hexindo Adiperkasa Tbk		1,769,000		1,668,868
PT United Tractors Tbk		838,852		2,320,041
				7,124,969
Ireland — 3.7%
C&C Group PLC		514,726		2,255,923
DCC PLC (Dublin)		40,117		1,094,934
DCC PLC (London)		208,733		5,697,058
FBD Holdings PLC (Dublin)		416,936		4,012,824
FBD Holdings PLC (London)		20,000		191,054
Glanbia PLC		144,217		870,105
Grafton Group PLC		526,619		2,057,649
Irish Continental Group PLC		52,500		1,104,849
Kenmare Resources PLC†		2,858,739		2,118,430
Paddy Power PLC		49,441		2,522,703
				21,925,529
Isle of Man — 0.1%
Hansard Global PLC		125,099		348,271
Italy — 2.9%
Amplifon SpA		779,154		4,441,206
Autogrill SpA		202,054		2,510,669
DiaSorin SpA		84,325		3,625,509
Piaggio & C. SpA		842,944		3,208,858
Yoox SpA†		213,582		3,236,853
				17,023,095
Japan — 22.1%
Accordia Golf Co., Ltd.		2,307		1,822,822
Aica Kogyo Co., Ltd.		132,100		1,821,831
Asahi Diamond Industrial Co., Ltd.		110,000		2,068,695
Chugoku Marine Paints, Ltd.		179,000		1,500,823
COOKPAD, Inc.		17,200		369,069
Credit Saison Co., Ltd.		64,900		1,237,482
Dai-ichi Seiko Co., Ltd.		25,300		1,037,508
Daicel Chemical Industries, Ltd.		212,000		1,276,375
Daiei, Inc.†		481,200		1,784,783
Daiseki Co., Ltd.		56,200		1,106,091
Daiwa Securities Group, Inc.		586,000		2,341,857
Dena Co., Ltd.		40,000		2,068,695
Digital Garage, Inc.†		210		666,449
Disco Corp.		7,600		361,290
Don Quijote Co., Ltd.		56,900		2,134,214
Dowa Holdings Co., Ltd.		138,000		811,023
Ebara Corp.†		96,000		428,784
Eiken Chemical Co., Ltd.		40,000		530,756
en-japan, Inc.		741		970,645
EPS Co., Ltd.		512		1,230,351
Exedy Corp.		45,700		1,567,301
FP Corp.		35,900		2,325,506
Fuji Machine Manufacturing Co., Ltd..		57,000		998,263
Fujimi, Inc.		52,300		613,366
GS Yuasa Corp.		116,000		672,639
Hajime Construction Co., Ltd.		78,100		2,167,461
Harmonic Drive Systems, Inc.		25,600		554,327
Hitachi High-Technologies Corp.		19,300		364,726
Hoshizaki Electric Co., Ltd.		50,000		1,096,382
Hoya Corp.		123,400		2,702,649
Ibiden Co., Ltd.		23,200		564,169
IDEC Corp.		35,900		369,455
Internet Initiative Japan, Inc.		177		822,933
Jafco Co., Ltd.		26,000		538,200
Japan Petroleum Exploration Co.		17,900		736,385

41

VALIC Company II International Small Cap Equity Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares		Value (Note 2)
COMMON STOCK (continued)
Japan (continued)
JVC Kenwood Holdings, Inc.†		553,600	$	2,638,945
Kadokawa Group Holdings, Inc.		39,400		1,411,443
Kajima Corp.		636,000		2,010,082
Kakaku.com, Inc.		39,000		1,438,370
Kawasaki Kisen Kaisha, Ltd.		681,000		1,743,189
Kenedix, Inc.†		5,649		970,150
Komori Corp.		188,000		1,303,748
Konica Minolta Holdings, Inc.		241,500		1,646,376
Lintec Corp.		40,800		966,582
M3, Inc.		200		1,807,496
Mani, Inc.		20,200		705,958
Mazda Motor Corp.†		1,231,000		2,620,517
Micronics Japan Co., Ltd.		122,300		916,811
Mitsubishi UFJ Lease & Finance Co., Ltd.		16,500		663,706
Mitsui O.S.K. Lines, Ltd.		415,000		1,745,201
Mori Seiki Co., Ltd.		173,500		1,848,975
Nabtesco Corp.		83,100		1,847,149
Nichicon Corp.		28,800		425,775
Nidec Copal Corp.		54,500		605,002
Nihon M&A Center, Inc.		227		1,200,666
Nippon Seiki Co., Ltd.		26,000		301,528
Nippon Shinyaku Co., Ltd.		72,000		902,703
Nissan Chemical Industries, Ltd.		224,500		2,322,111
Nissen Holdings Co., Ltd.		100,000		603,369
Nissha Printing Co., Ltd.		42,800		643,370
Nomura Real Estate Holdings, Inc.		41,700		649,707
NPC, Inc		57,200		873,277
NTT Urban Development Corp.		2,692		2,042,643
Ohara, Inc.		86,700		866,207
Okuma Corp.		59,000		451,535
Osaka Securities Exchange Co., Ltd.		140		748,727
Otsuka Corp.		25,600		1,755,257
Park24 Co, Ltd.		75,000		865,874
Pioneer Corp.†		832,300		3,891,386
Resona Holdings, Inc.		665,700		3,008,126
Rinnai Corp.		15,900		1,231,383
Saint Marc Holdings Co., Ltd.		28,800		1,134,021
Sanwa Holdings Corp.		521,000		1,701,058
Sawai Pharmaceutical Co., Ltd.		7,400		754,787
SBI Holdings, Inc.		5,750		512,897
Senko Co., Ltd.		122,000		447,721
Shimadzu Corp.		92,000		716,103
Shimizu Corp.		182,000		812,903
Shin-Etsu Polymer Co., Ltd.		83,000		452,018
Shinko Electric Industries Co., Ltd.		206,700		1,482,020
Skymark Airlines, Inc.		50,000		900,483
Star Micronics Co., Ltd.		291,800		2,873,413
Sumco Corp.†		140,000		1,663,837
Suruga Bank, Ltd.		522,000		4,785,739
Sysmex Corp.		11,700		439,304
Taiheiyo Cement Corp.		1,930,000		3,402,769
Taikisha, Ltd.		70,000		1,459,057
Taiyo Ink Manufacturing Co., Ltd.		39,600		1,154,332
Tatsuta Electric Wire and Cable Co., Ltd.		140,000		680,162
Toda Kogyo Corp.		103,000		912,028
Tokyo Seimitsu Co., Ltd.		54,600		892,767
Tokyu Livable, Inc.		86,300		747,250
Toshiba Machine Co., Ltd.		121,000		619,459
Toshiba Plant Systems & Services Corp.		76,000		774,194
Trend Micro, Inc.		30,000		941,491
TS Tech Co., Ltd.		86,300		1,305,151
Union Tool Co.		74,000		1,391,668
Ushio, Inc.		50,000		821,471
Village Vanguard Co., Ltd.		164		684,315

Security Description	Shares		Value (Note 2)
Japan (continued)
Yamaguchi Financial Group, Inc.		73,000	$	705,498
Yamaha Motor Co., Ltd.†		140,600		2,095,137
Yamatake Corp.		38,600		824,730
				129,424,432
Jersey — 0.4%
Beazley PLC		161,922		306,744
United Business Media, Ltd.		207,998		1,569,365
West China Cement, Ltd.		1,985,350		517,639
				2,393,748
Luxembourg — 0.5%
AZ Electronic Materials SA†		84,246		315,908
GlobeOp Financial Services SA		78,577		428,582
MHP SA GDR†		34,200		468,540
SAF-Holland SA†		254,150		1,635,588
				2,848,618
Malaysia — 0.2%
KSL Holdings Bhd		69,100		36,368
Top Glove Corp. Bhd		802,400		1,307,296
				1,343,664
Mexico — 0.3%
Genomma Lab Internacional SAB de CV†		160,000		337,548
Industrias CH SAB de CV†		99,500		319,748
Mexichem SAB de CV		130,000		520,910
OHL Mexico SAB de CV†		270,000		532,848
Sare Holding SAB de CV, Class B†		1,121,332		168,131
				1,879,185
Netherlands — 3.3%
Arcadis NV		47,532		900,951
ASM International NV		87,640		2,325,280
Delta Lloyd NV		167,533		3,061,212
Fugro NV		36,390		2,205,451
Nutreco Holding NV		36,930		2,514,569
PostNL		394,190		2,313,149
SBM Offshore NV		83,095		1,730,808
SNS REAAL NV†		895,009		3,007,208
X5 Retail Group NV GDR†		26,500		958,240
				19,016,868
New Zealand — 0.0%
Pumpkin Patch, Ltd.		24,882		19,290
Sky City Entertainment Group, Ltd.		12,674		35,225
				54,515
Norway — 1.2%
SpareBank 1 SR Bank		323,191		2,675,058
Tomra Systems ASA		546,561		4,330,306
				7,005,364
Panama — 0.1%
Copa Holdings SA, Class A		7,500		518,400
Papua New Guinea — 0.1%
New Britain Palm Oil, Ltd.†		23,675		328,591
Philippines — 0.5%
Filinvest Land, Inc.†		30,610,000		825,194
Metro Pacific Investments Corp.		6,721,000		524,488
Security Bank Corp.		741,648		1,602,995
				2,952,677

42

VALIC Company II International Small Cap Equity Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares		Value (Note 2)
COMMON STOCK (continued)
Portugal — 0.6%
Portucel Empresa Produtora de Pasta e Papel SA		698,855	$	1,939,546
Zon Multimedia-Servicos de Telecomunicacoes e Multimedia SGPS SA		349,084		1,298,279
				3,237,825
Russia — 0.2%
O’Key Group S.A. GDR†		36,000		282,600
Pharmstandard GDR†		33,700		675,685
				958,285
Singapore — 1.0%
Cambridge Industrial Trust		2,090,790		833,330
Dyna-Mac Holdings, Ltd.†		1,066,000		438,155
Fortune Real Estate Investment Trust		1,540,000		747,664
Goodpack, Ltd.		549,000		781,811
SIA Engineering Co., Ltd.		205,000		670,680
Straits Asia Resources, Ltd.		181,000		410,305
Venture Corp., Ltd.		331,000		2,053,118
				5,935,063
South Africa — 0.4%
Aspen Pharmacare Holdings, Ltd.†		91,700		1,107,979
Impala Platinum Holdings, Ltd.		20,300		521,788
Truworths International, Ltd.		61,800		685,292
				2,315,059
South Korea — 3.9%
Cheil Industries, Inc.		15,770		1,430,882
DGB Financial Group, Inc.†		70,370		1,022,388
E-Mart Co., Ltd.†		2,540		752,346
Hankook Tire Co., Ltd.		60,390		2,255,745
Hyundai Glovis Co., Ltd.		12,670		2,309,898
Hyundai Home Shopping Network Corp.		9,132		1,095,652
Hyundai Mipo Dockyard Co., Ltd.		4,267		547,949
Hyundai Mobis		2,705		854,464
IDIS Holdings Co., Ltd		15,699		139,501
Intelligent Digital Integrated Securities Co., Ltd.†(2)		7,053		170,796
Korea Investment Holdings Co., Ltd.		18,777		681,136
Korean Reinsurance Co.		71,273		972,041
LG Fashion Corp.		30,330		1,388,781
LG Household & Health Care, Ltd.		7,164		3,156,095
OCI Materials Co., Ltd.		12,969		1,203,478
Shinhan Financial Group Co., Ltd.		18,332		771,530
SK Holdings Co., Ltd.		4,522		697,257
Sungwoo Hitech Co., Ltd.		189,975		3,481,287
				22,931,226
Spain — 1.7%
Bankinter SA		277,387		1,635,307
Bolsas y Mercados Espanoles		71,501		2,008,005
International Consolidated Airlines Group SA†		550,287		1,561,213
Obrascon Huarte Lain SA		106,734		2,972,176
Vueling Airlines SA†		205,973		1,861,088
				10,037,789
Sweden — 1.7%
Betsson AB		139,405		3,044,641
Husqvarna AB, Class B		450,753		2,356,298
Intrum Justitia AB		166,373		2,439,910
Securitas AB, Class B		211,214		1,953,434
				9,794,283
Switzerland — 1.6%
Gategroup Holding AG†		50,199		1,893,714
Kuoni Reisen Holding		8,519		2,952,076
Sulzer AG		19,442		2,617,680

Security Description	Shares		Value (Note 2)
Switzerland (continued)
VZ Holding AG		16,385	$	2,012,924
				9,476,394
Taiwan — 1.5%
Advantech Co., Ltd.		447,700		1,288,645
China Life Insurance Co., Ltd.		566,820		722,947
Delta Electronics, Inc.		144,000		421,931
E.Sun Financial Holding Co., Ltd.		726,530		424,505
Fubon Financial Holding Co., Ltd.		494,524		704,040
Hon Hai Precision Industry Co., Ltd. GDR		130,079		663,402
Lumax International Corp., Ltd.		338,100		855,463
Powertech Technology, Inc.		219,900		528,345
Simplo Technology Co., Ltd.		137,236		972,164
St. Shine Optical Co., Ltd.		97,000		1,309,071
Wistron Corp.		286,998		357,146
Yageo Corp.		1,769,000		565,285
				8,812,944
Thailand — 0.6%
Big C Supercenter PCL(1)		222,700		980,861
Kasikornbank PCL		273,300		1,158,128
Kiatnakin Bank PCL(1)		457,600		526,767
PTT Exploration & Production PCL(1)		73,300		428,011
TMB Bank PCL(1)		7,125,500		411,315
				3,505,082
Turkey — 0.2%
Akfen Holding AS†		48,534		235,488
Tofas Turk Otomobil Fabrikasi AS		135,700		446,332
Turkiye Sinai Kalkinma Bankasi AS		447,000		474,437
				1,156,257
United Kingdom — 13.9%
Abbey Protection PLC		159,324		207,551
Advanced Computer Software Group PLC†		189,106		118,186
Advanced Medical Solutions Group PLC		253,952		317,425
Afren PLC†		85,321		145,288
Alternative Networks PLC		127,472		586,633
Amerisur Resources PLC†		434,344		111,049
Aveva Group PLC		15,538		397,512
Avocet Mining PLC†		160,353		709,320
Axis-Shield PLC		48,212		370,182
Babcock International Group PLC		197,403		2,013,993
Blinkx PLC†		1,657,804		3,074,597
BowLeven PLC†		292,878		624,000
Brewin Dolphin Holdings PLC		99,982		217,483
Britvic PLC		84,355		435,449
Brooks MacDonald Group PLC		7,022		118,263
BTG PLC†		168,350		716,000
Carillion PLC		81,429		453,126
Chemring Group PLC		132,642		1,205,780
Croda International PLC		148,607		4,356,682
CSR PLC		50,748		182,058
Davis Service Group PLC		36,660		294,754
Dechra Pharmaceuticals PLC		131,358		951,554
Devro PLC		87,738		350,366
Dignity PLC		31,464		388,940
Diploma PLC		108,514		556,637
Domino Printing Sciences PLC		85,490		772,982
Dunelm Group PLC		74,278		516,063
E2V Technologies PLC		174,211		302,593
Elementis PLC		203,774		509,742
EMIS Group PLC		51,771		445,411
Euromoney Institutional Investor PLC		38,160		353,707
Faroe Petroleum PLC†		50,267		133,209

43

VALIC Company II International Small Cap Equity Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares		Value (Note 2)
COMMON STOCK (continued)
United Kingdom (continued)
Fenner PLC		255,747	$	1,526,522
Fidessa Group PLC		19,980		525,748
Filtrona PLC		112,253		665,104
G4S PLC		550,644		2,344,431
Go-Ahead Group PLC		11,749		301,912
Gulfsands Petroleum PLC†		49,444		123,203
H&T Group PLC		103,413		641,265
Hansteen Holdings PLC		180,160		234,694
Hargreaves Services PLC		25,469		383,051
Hill & Smith Holdings PLC		68,653		307,587
Homeserve PLC		168,811		1,272,326
Howden Joinery Group PLC†		309,725		510,821
Hunting PLC		28,281		312,637
IG Group Holdings PLC		424,426		3,081,077
Immunodiagnostic Systems Holdings PLC		19,649		358,833
Impax Asset Management Group PLC		113,006		99,976
International Personal Finance PLC		766,812		3,404,435
IQE PLC†		656,723		351,799
James Halstead PLC		64,314		475,024
JD Wetherspoon PLC		53,686		361,666
Jupiter Fund Management PLC		102,823		320,472
Latchways PLC		12,500		224,218
LSL Property Services PLC		115,074		433,375
Mam Funds PLC†		199,268		72,781
Marston’s PLC		274,193		423,288
May Gurney Integrated Services PLC		126,407		527,355
Mears Group PLC		156,251		697,516
Melrose PLC		132,921		677,088
Micro Focus International PLC		72,351		366,436
Microgen PLC		234,175		593,013
Millennium & Copthorne Hotels PLC		351,743		2,452,378
Mitie Group PLC		130,909		471,973
Morson Group PLC		127,154		173,384
Mulberry Group PLC		1,929		48,536
N Brown Group PLC		126,292		544,301
Nanoco Group PLC†		1,866,879		2,000,133
NCC Group PLC		32,667		368,547
Northgate PLC†		65,625		294,553
PayPoint PLC		87,675		711,614
Phoenix IT Group, Ltd.		96,082		330,656
Premier Oil PLC†		114,388		613,692
PZ Cussons PLC		37,020		211,773
Renishaw PLC		12,049		275,784
RM PLC		274,397		406,454
Robert Walters PLC		595,016		2,166,007
Rotork PLC		18,862		528,172
RPC Group PLC		144,933		754,981
RPS Group PLC		70,301		228,125
RSM Tenon Group PLC		263,491		119,763
RWS Holdings PLC		83,339		554,665
Salamander Energy PLC†		99,005		369,483
SDL PLC		44,558		471,237
Senior PLC		240,961		618,020
Serco Group PLC		92,494		770,247
Spectris PLC		26,240		612,522
Spirax-Sarco Engineering PLC		121,973		3,659,018
Spirent Communications PLC		245,721		504,981
St James’s Place PLC		761,564		4,388,677
Staffline Group PLC		25,637		94,678
Sthree PLC		54,546		220,299
Synergy Health PLC		148,885		2,193,292
Telecity Group PLC†		500,394		4,431,040
Ultra Electronics Holdings PLC		18,241		441,494
Valiant Petroleum PLC†		27,383		232,256
Victrex PLC		22,352		471,329

Security Description	Shares		Value (Note 2)
United Kingdom (continued)
WH Smith PLC		340,785	$	2,761,003
YouGov PLC†		211,761		162,852
Yule Catto & Co. PLC		661,878		1,925,373
				81,137,480
United States — 0.4%
AsiaInfo-Linkage, Inc.†		88,323		1,010,415
Gran Tierra Energy, Inc.†		58,500		369,172
ResMed, Inc.†		400,000		1,214,328
				2,593,915
Total Common Stock
(cost $534,904,702)				547,283,478
EXCHANGE-TRADED FUNDS — 3.0%
France — 0.3%
Lyxor ETF Eastern Europe		46,336		1,242,042
Lyxor ETF Russia		10,283		457,179
				1,699,221
Ireland — 0.7%
iShares MSCI EM Latin America		152,507		4,061,261
Luxembourg — 0.8%
db x-trackers - MSCI Emerging Latin America TRN Index ETF†		82,500		4,888,125
United States — 1.2%
iShares MSCI South Africa Index Fund		80,157		5,519,611
iShares MSCI Turkey Index Fund		32,230		1,593,129
				7,112,740
Total EXCHANGE-TRADED FUNDS
(cost $16,960,853)				17,761,347
PREFERRED STOCK — 0.7%
Brazil — 0.1%
Banco ABC Brasil SA		30,000		201,269
Parana Banco SA		47,700		329,307
				530,576
Germany — 0.4%
ProSiebenSat.1 Media AG		111,106		2,218,494
South Korea — 0.2%
Hyundai Motor Co.		16,636		1,058,803
Total Preferred Stock
(cost $3,984,668)				3,807,873
WARRANTS — 0.0%
Malaysia — 0.0%
KSL Holdings Bhd Expires 08/19/16 (strike price MYR 1.60)† (cost $1,149)		17,275		2,519
Total Long-Term Investment Securities
(cost $555,851,372)				568,855,217

44

VALIC Company II International Small Cap Equity Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount			Value (Note 2)
SHORT-TERM INVESTMENT SECURITIES — 1.1%
Time Deposits — 1.1%
Euro Time Deposit with State Street Bank and Trust Co. 0.01% due 09/01/11
(cost $6,660,000)	$	6,660,000		$	6,660,000
TOTAL INVESTMENTS
(cost $562,511,372)(4)		98.3	%		575,515,217
Other assets less liabilities		1.7			9,841,411
NET ASSETS —		100.0	%	$	585,356,628

† Non-income producing security

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

(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, 2011, the aggregate value of these securities was $2,519 representing 0.0% of net assets.

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

ADR—American Depository Receipt

ETF—Exchange-Traded Fund

GDR—Global Depository Receipt

The following is a summary of the inputs used to value the Fund’s net assets as of August 31, 2011 (see Note 2):

	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Observable Inputs		Level 3 - Significant Unobservable Inputs		Total
ASSETS:
Long-Term Investment Securities:
Common Stock:
France	$	32,350,721	$	—	$	—	$	32,350,721
Germany		37,472,645		—		—		37,472,645
Japan		129,424,432		—		—		129,424,432
United Kingdom		81,137,480		—		—		81,137,480
Other Countries*		264,380,450		2,346,954		170,796		266,898,200
Exchange-Traded Funds		17,761,347		—		—		17,761,347
Preferred Stock		3,807,873		—		—		3,807,873
Warrants		2,519		—		—		2,519
Short-Term Investment Securities:
Time Deposits		—		6,660,000		—		6,660,000
Total	$	566,337,467	$	9,006,954	$	170,796	$	575,515,217

* Sum of all other countries each of which individually has an aggregate market value of less than 5% of net assets. For a detailed presentation of common stocks by country, please refer to the Portfolio of Investments.

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

	Common Stock			Rights
Balance as of 08/31/2010	$	119,134		$	0
Accrued discounts/premiums		—			—
Realized gain (loss)		19,518			—
Change in unrealized appreciation (depreciation)(1)		136,367			—
Net purchases (sales)		991,429			(0	)
Transfers in and/or out of Level 3		(1,095,652	)		—
Balance as of 08/31/2011	$	170,796		$	—

(1) The total change in unrealized appreciation (depreciation) included in the statement of operations attributable to level 3 investments still held at August 31, 2011 includes:

Common Stock		Rights
$	28,966	$	—

See Notes to Financial Statements

45

VALIC Company II Large Cap Value Fund

PORTFOLIO PROFILE — August 31, 2011 (Unaudited)

Industry Allocation*

Oil Companies — Exploration & Production	7.3	%
Banks — Super Regional	6.4
Medical — Drugs	5.8
Diversified Manufacturing Operations	5.0
Diversified Banking Institutions	4.3
Multimedia	3.9
Oil — Field Services	3.4
Beverages — Non-alcoholic	2.9
Medical Products	2.8
Oil Companies — Integrated	2.6
U.S. Government Agencies	2.5
Advertising Agencies	1.9
Wireless Equipment	1.8
Medical — HMO	1.7
Investment Management/Advisor Services	1.7
Food — Misc.	1.6
Insurance Brokers	1.5
Chemicals — Diversified	1.4
Networking Products	1.3
Entertainment Software	1.3
Enterprise Software/Service	1.3
Insurance — Multi-line	1.3
Medical — Biomedical/Gene	1.3
Telephone — Integrated	1.3
Retail — Drug Store	1.1
Auto/Truck Parts & Equipment — Original	1.1
Batteries/Battery Systems	1.0
Cruise Lines	0.9
Medical — Generic Drugs	0.9
Electric — Integrated	0.9
Retail — Building Products	0.9
Computer Services	0.9
Medical — Wholesale Drug Distribution	0.9
Insurance — Reinsurance	0.8
Exchange — Traded Funds	0.8
Real Estate Investment Trusts	0.8
Machinery — Construction & Mining	0.8
Metal — Copper	0.8
Retail — Discount	0.7
Medical Instruments	0.7
Finance — Credit Card	0.7
Instruments — Scientific	0.7
Insurance — Life/Health	0.6
Finance — Investment Banker/Broker	0.6
Commercial Services — Finance	0.6
Coal	0.6
Building — Residential/Commercial	0.6
Engineering/R&D Services	0.5
Building & Construction Products — Misc.	0.5
Cellular Telecom	0.5
Retail — Office Supplies	0.5
Retail — Apparel/Shoe	0.5
Home Decoration Products	0.5
Metal — Iron	0.5
Mining	0.5
Aerospace/Defense	0.4
Insurance — Property/Casualty	0.4
Pipelines	0.4
E-Commerce/Services	0.4
Banks — Fiduciary	0.4
Web Portals/ISP	0.4
Power Converter/Supply Equipment	0.4
Applications Software	0.4
Office Automation & Equipment	0.4
Tools — Hand Held	0.3
Industrial Gases	0.3
Television	0.3
Brewery	0.3

Cosmetics & Toiletries	0.3	%
Savings & Loans/Thrifts	0.3
Electronic Connectors	0.3
Internet Security	0.3
Auto — Cars/Light Trucks	0.3
Telecom Equipment — Fiber Optics	0.3
Electronic Components — Semiconductors	0.2
Food — Retail	0.2
Aerospace/Defense — Equipment	0.2
Transport — Rail	0.2
Publishing — Books	0.2
Retail — Regional Department Stores	0.2
Semiconductor Equipment	0.2
Cable/Satellite TV	0.2
Agricultural Chemicals	0.2
Non — Hazardous Waste Disposal	0.2
Medical Labs & Testing Services	0.2
Food — Wholesale/Distribution	0.2
Oil Field Machinery & Equipment	0.2
Machinery — Farming	0.2
Time Deposits	0.2
Electronic Forms	0.2
Banks — Commercial	0.2
Oil & Gas Drilling	0.2
Industrial Audio & Video Products	0.1
Retail — Consumer Electronics	0.1
Internet Infrastructure Software	0.1
Metal — Aluminum	0.1
Electronic Components — Misc.	0.1
Consumer Products — Misc.	0.1
X-Ray Equipment	0.1
Computers — Memory Devices	0.1
Computers	0.1
Retail — Restaurants	0.1
	99.9	%

* Calculated as a percentage of net assets

46

VALIC Company II Large Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011

Security Description	Shares		Value (Note 2)
COMMON STOCK — 96.4%
Advertising Agencies — 1.9%
Omnicom Group, Inc.		71,090	$	2,882,699
Aerospace/Defense — 0.4%
General Dynamics Corp.		3,000		192,240
Raytheon Co.		6,500		280,995
Rockwell Collins, Inc.		4,000		201,840
				675,075
Aerospace/Defense-Equipment — 0.2%
United Technologies Corp.		5,000		371,250
Agricultural Chemicals — 0.2%
Mosaic Co.		4,200		298,746
Applications Software — 0.4%
Microsoft Corp.		20,200		537,320
Auto-Cars/Light Trucks — 0.3%
General Motors Co.†		17,486		420,189
Auto/Truck Parts & Equipment-Original — 1.1%
Johnson Controls, Inc.		50,170		1,599,420
Banks-Commercial — 0.2%
BB&T Corp.		11,000		245,190
Banks - Fiduciary — 0.4%
State Street Corp.		16,000		568,320
Banks - Super Regional — 6.4%
Capital One Financial Corp.		28,460		1,310,583
Comerica, Inc.		46,490		1,189,679
PNC Financial Services Group, Inc.		32,370		1,623,032
SunTrust Banks, Inc.		62,130		1,236,387
US Bancorp		33,300		772,893
Wells Fargo & Co.		134,800		3,518,280
				9,650,854
Batteries/Battery Systems — 1.0%
Energizer Holdings, Inc.†		20,860		1,574,513
Beverages - Non-alcoholic — 2.9%
Dr. Pepper Snapple Group, Inc.		32,630		1,255,602
PepsiCo, Inc.		47,900		3,086,197
				4,341,799
Brewery — 0.3%
Molson Coors Brewing Co., Class B		11,500		503,125
Building & Construction Products - Misc. — 0.5%
Owens Corning†		28,530		829,082
Building - Residential/Commercial — 0.6%
NVR, Inc.†		640		407,360
Toll Brothers, Inc.†		25,580		439,720
				847,080
Cable/Satellite TV — 0.2%
Comcast Corp., Class A		14,000		301,140
Cellular Telecom — 0.5%
Vodafone Group PLC ADR		31,000		816,540
Chemicals - Diversified — 1.4%
Celanese Corp., Series A		20,600		968,406
Dow Chemical Co.		40,960		1,165,312
				2,133,718
Coal — 0.6%
Alpha Natural Resources, Inc.†		26,720		883,630

Security Description	Shares		Value (Note 2)
Commercial Services - Finance — 0.6%
Moody’s Corp.		16,520	$	509,312
Western Union Co.		23,000		379,960
				889,272
Computer Services — 0.9%
Accenture PLC, Class A		17,640		945,328
International Business Machines Corp.		2,400		412,584
				1,357,912
Computers — 0.1%
Hewlett-Packard Co.		4,000		104,120
Computers - Memory Devices — 0.1%
NetApp, Inc.†		3,300		124,146
Consumer Products - Misc. — 0.1%
Kimberly - Clark Corp.		2,400		165,984
Cosmetics & Toiletries — 0.3%
Procter & Gamble Co.		7,200		458,496
Cruise Lines — 0.9%
Carnival Corp.		43,010		1,420,620
Diversified Banking Institutions — 4.3%
Bank of America Corp.		20,000		163,400
Citigroup, Inc.		57,577		1,787,766
Goldman Sachs Group, Inc.		3,000		348,660
JPMorgan Chase & Co.		111,940		4,204,466
				6,504,292
Diversified Manufacturing Operations — 5.0%
Cooper Industries PLC		8,920		422,630
Dover Corp.		26,730		1,537,509
Eaton Corp.		17,340		744,753
General Electric Co.		217,690		3,550,524
Honeywell International, Inc.		9,610		459,454
Illinois Tool Works, Inc.		5,000		232,700
Tyco International, Ltd.		13,400		557,172
				7,504,742
E-Commerce/Services — 0.4%
eBay, Inc.†		18,460		569,860
Electric - Integrated — 0.9%
Entergy Corp.		3,900		254,319
Exelon Corp.		18,410		793,839
PPL Corp.		12,000		346,560
				1,394,718
Electronic Components - Misc. — 0.1%
Garmin, Ltd.		5,000		167,650
Electronic Components - Semiconductors — 0.2%
Intel Corp.		19,000		382,470
Electronic Connectors — 0.3%
Thomas & Betts Corp.†		10,180		444,662
Electronic Forms — 0.2%
Adobe Systems, Inc.†		10,000		252,400
Engineering/R&D Services — 0.5%
Jacobs Engineering Group, Inc.†		6,500		242,060
KBR, Inc.		9,400		282,470
URS Corp.†		8,700		305,109
				829,639

47

VALIC Company II Large Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares		Value (Note 2)
COMMON STOCK (continued)
Enterprise Software/Service — 1.3%
BMC Software, Inc.†		29,180	$	1,185,000
Oracle Corp.		27,790		780,065
				1,965,065
Entertainment Software — 1.3%
Electronic Arts, Inc.†		87,140		1,967,621
Finance - Credit Card — 0.7%
American Express Co.		11,280		560,729
Discover Financial Services		19,800		498,168
				1,058,897
Finance-Investment Banker/Broker — 0.6%
TD Ameritrade Holding Corp.		58,960		906,805
Food - Misc. — 1.6%
ConAgra Foods, Inc.		20,820		508,425
General Mills, Inc.		9,000		341,190
Kraft Foods, Inc., Class A		30,660		1,073,713
Unilever PLC ADR		15,500		522,970
				2,446,298
Food - Retail — 0.2%
Kroger Co.		8,000		188,480
Safeway, Inc.		10,300		188,799
				377,279
Food - Wholesale/Distribution — 0.2%
Sysco Corp.		10,000		279,300
Home Decoration Products — 0.5%
Newell Rubbermaid, Inc.		56,870		787,081
Industrial Audio & Video Products — 0.1%
Dolby Laboratories, Inc., Class A†		6,200		208,320
Industrial Gases — 0.3%
Air Products & Chemicals, Inc.		6,280		514,144
Instruments - Scientific — 0.7%
Thermo Fisher Scientific, Inc.†		18,000		988,740
Insurance Brokers — 1.5%
AON Corp.		24,390		1,139,745
Marsh & McLennan Cos., Inc.		39,380		1,170,373
				2,310,118
Insurance - Life/Health — 0.6%
Prudential Financial, Inc.		19,140		961,019
Insurance - Multi-line — 1.3%
Allstate Corp.		20,000		524,600
MetLife, Inc.		42,350		1,422,960
				1,947,560
Insurance - Property/Casualty — 0.4%
Chubb Corp.		5,500		340,395
Travelers Cos., Inc.		5,900		297,714
				638,109
Insurance - Reinsurance — 0.8%
Berkshire Hathaway, Inc., Class B†		7,500		547,500
Everest Re Group, Ltd.		5,000		403,500
PartnerRe, Ltd.		5,000		284,950
				1,235,950
Internet Infrastructure Software — 0.1%
Akamai Technologies, Inc.†		8,400		184,296

Security Description	Shares			Value (Note 2)
Internet Security — 0.3%
Symantec Corp.†		25,000		$	428,750
Investment Management/Advisor Services — 1.7%
Ameriprise Financial, Inc.		32,960			1,506,272
Franklin Resources, Inc.		6,800			815,456
Invesco, Ltd.		16,000			292,800
					2,614,528
Machinery - Construction & Mining — 0.8%
Caterpillar, Inc.		13,000			1,183,000
Machinery - Farming — 0.2%
Deere & Co.		3,400			274,788
Medical Instruments — 0.7%
Medtronic, Inc.		23,900			838,173
St. Jude Medical, Inc.		5,000			227,700
					1,065,873
Medical Labs & Testing Services — 0.2%
Laboratory Corp. of America Holdings†		3,400			284,002
Medical Products — 2.8%
Baxter International, Inc.		13,560			759,089
Becton, Dickinson and Co.		5,500			447,590
Johnson & Johnson		39,830			2,620,814
Zimmer Holdings, Inc.†		6,500			369,785
					4,197,278
Medical - Biomedical/Gene — 1.3%
Amgen, Inc.		28,500			1,579,042
Gilead Sciences, Inc.†		3,900			155,552
Life Technologies Corp.†		5,000			210,000
					1,944,594
Medical - Drugs — 5.8%
Abbott Laboratories		11,300	��		593,363
Merck & Co., Inc.		80,280			2,658,874
Novartis AG ADR		7,000			409,220
Pfizer, Inc.		268,550			5,097,079
					8,758,536
Medical - Generic Drugs — 0.9%
Mylan, Inc.†		25,740			534,362
Teva Pharmaceutical Industries, Ltd. ADR		7,000			289,520
Watson Pharmaceuticals, Inc.†		8,880			596,026
					1,419,908
Medical - HMO — 1.7%
CIGNA Corp.		21,650			1,011,921
UnitedHealth Group, Inc.		27,940			1,327,709
WellPoint, Inc.		4,400			278,520
					2,618,150
Medical - Wholesale Drug Distribution — 0.9%
McKesson Corp.		16,870			1,348,419
Metal - Aluminum — 0.1%
Alcoa, Inc.		14,000			179,340
Metal - Copper — 0.8%
Freeport-McMoRan Copper & Gold, Inc.		24,350			1,147,859
Metal-Iron — 0.5%
Cliffs Natural Resources, Inc.		8,720			722,452
Mining — 0.5%
Goldcorp, Inc.		13,500			700,920

48

VALIC Company II Large Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares		Value (Note 2)
COMMON STOCK (continued)
Multimedia — 3.9%
News Corp., Class A		86,110	$	1,487,120
Time Warner, Inc.		58,710		1,858,759
Viacom, Inc., Class B		17,280		833,587
Walt Disney Co.		51,070		1,739,444
				5,918,910
Networking Products — 1.3%
Cisco Systems, Inc.		129,680		2,033,382
Non - Hazardous Waste Disposal — 0.2%
Republic Services, Inc.		9,600		291,456
Office Automation & Equipment — 0.4%
Pitney Bowes, Inc.		26,380		535,778
Oil & Gas Drilling — 0.2%
Ensco PLC ADR		5,000		241,300
Oil Companies - Exploration & Production — 7.3%
Anadarko Petroleum Corp.		38,850		2,865,187
Apache Corp.		1,700		175,219
Devon Energy Corp.		5,800		393,414
EOG Resources, Inc.		11,210		1,037,934
EQT Corp.		5,000		299,100
Forest Oil Corp.†		10,300		200,541
Noble Energy, Inc.		5,700		503,652
Occidental Petroleum Corp.		55,400		4,805,396
QEP Resources, Inc.		11,000		387,310
Southwestern Energy Co.†		9,500		360,525
				11,028,278
Oil Companies - Integrated — 2.6%
Chevron Corp.		3,000		296,730
Exxon Mobil Corp.		34,370		2,544,755
Hess Corp.		17,300		1,026,582
				3,868,067
Oil Field Machinery & Equipment — 0.2%
National Oilwell Varco, Inc.		4,200		277,704
Oil - Field Services — 3.4%
Schlumberger, Ltd.		65,070		5,083,268
Pipelines — 0.4%
Enterprise Products Partners LP		3,600		151,740
Kinder Morgan, Inc.		17,200		444,620
				596,360
Power Converter/Supply Equipment — 0.4%
Hubbell, Inc., Class B		9,150		541,039
Publishing - Books — 0.2%
Reed Elsevier NV ADR		14,000		331,380
Real Estate Investment Trusts — 0.8%
Boston Properties, Inc.		3,000		312,870
Equity Residential		2,300		140,714
Public Storage		2,200		272,206
Simon Property Group, Inc.		1,700		199,750
Weyerhaeuser Co.		16,000		288,480
				1,214,020
Retail - Apparel/Shoe — 0.5%
Guess?, Inc.		23,100		787,941
Retail - Building Products — 0.9%
Home Depot, Inc.		32,520		1,085,518
Lowe’s Cos., Inc.		14,400		286,992
				1,372,510

Security Description	Shares		Value (Note 2)
Retail - Consumer Electronics — 0.1%
Best Buy Co., Inc.		7,500	$	191,925
Retail - Discount — 0.7%
Target Corp.		10,400		537,368
Wal-Mart Stores, Inc.		10,100		537,421
				1,074,789
Retail - Drug Store — 1.1%
CVS Caremark Corp.		47,260		1,697,107
Retail - Office Supplies — 0.5%
Staples, Inc.		54,580		804,509
Retail - Regional Department Stores — 0.2%
Kohl’s Corp.		7,000		324,380
Retail - Restaurants — 0.1%
McDonald’s Corp.		1,100		99,506
Savings & Loans/Thrifts — 0.3%
First Niagara Financial Group, Inc.		28,000		301,280
Washington Federal, Inc.		10,000		150,300
				451,580
Semiconductor Equipment — 0.2%
Applied Materials, Inc.		27,700		313,564
Telecom Equipment-Fiber Optics — 0.3%
Corning, Inc.		25,720		386,572
Telephone - Integrated — 1.3%
AT&T, Inc.		34,200		974,016
CenturyLink, Inc.		14,500		524,175
Verizon Communications, Inc.		11,800		426,806
				1,924,997
Television — 0.3%
CBS Corp., Class B		20,190		505,760
Tools - Hand Held — 0.3%
Stanley Black & Decker, Inc.		8,540		529,309
Transport - Rail — 0.2%
Kansas City Southern†		6,600		357,456
Web Portals/ISP — 0.4%
AOL, Inc.†		35,490		552,934
Wireless Equipment — 1.8%
QUALCOMM, Inc.		51,900		2,670,774
X-Ray Equipment — 0.1%
Hologic, Inc.†		8,000		133,120
Total Common Stock
(cost $143,530,247)				145,855,347
EXCHANGE-TRADED FUNDS — 0.8%
iShares Russell 1000 Value Index Fund (cost $1,281,651)		19,960		1,229,137
Total Long-Term Investment Securities
(cost $144,811,898)				147,084,484

49

VALIC Company II Large Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount			Value (Note 2)
SHORT-TERM INVESTMENT SECURITIES — 2.7%
Time Deposits — 0.2%
Euro Time Deposit with State Street Bank and Trust Co. 0.01% due 09/01/11	$	265,000		$	265,000
U.S. Government Agencies — 2.5%
Federal Home Loan Bank Disc. Notes 0.04% due 09/01/11		3,800,000			3,800,000
Total Short-Term Investment Securities
(cost $4,065,000)					4,065,000
TOTAL INVESTMENTS
(cost $148,876,898)(1)		99.9	%		151,149,484
Other assets less liabilities		0.1			210,949
NET ASSETS —		100.0	%	$	151,360,433

† 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, 2011 (see Note 2):

	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Observable Inputs		Level 3 - Significant Unobservable Inputs		Total
ASSETS:
Long-Term Investment Securities:
Common Stock:
Banks - Super Regional	$	9,650,854	$	—	$	—	$	9,650,854
Diversified Manufacturing Operations		7,504,742		—		—		7,504,742
Medical-Drugs		8,758,536		—		—		8,758,536
Oil Companies - Exploration & Production		11,028,278		—		—		11,028,278
Other Industries*		108,912,937		—		—		108,912,937
Exchange-Traded Funds		1,229,137		—		—		1,229,137
Short-Term Investment Securities:
Time Deposits		—		265,000		—		265,000
U.S. Government Treasuries		—		3,800,000		—		3,800,000
Total	$	147,084,484	$	4,065,000	$	—	$	151,149,484

* Sum of all other industries each of which individually has an aggregate market value of less than 5% of net assets. For a detailed presentation of common stocks by industry classification, please refer to the Portfolio of Investments.

See Notes to Financial Statements

50

VALIC Company II Mid Cap Growth Fund

PORTFOLIO PROFILE — August 31, 2011 (Unaudited)

Industry Allocation*

Oil Companies — Exploration & Production	4.3	%
Time Deposits	3.4
E-Commerce/Services	2.9
Electronic Components — Semiconductors	2.7
Retail — Apparel/Shoe	2.7
Vitamins & Nutrition Products	2.6
Commercial Services — Finance	2.5
Oil Field Machinery & Equipment	2.2
Investment Management/Advisor Services	2.1
Coal	2.0
Medical — Biomedical/Gene	2.0
Retail — Major Department Stores	1.9
Entertainment Software	1.7
Engines — Internal Combustion	1.6
Retail — Restaurants	1.6
Home Furnishings	1.5
Applications Software	1.5
Coffee	1.5
Medical — Generic Drugs	1.5
Medical Labs & Testing Services	1.4
Chemicals — Diversified	1.4
Medical — Wholesale Drug Distribution	1.4
Medical Products	1.3
Real Estate Investment Trusts	1.3
Transport — Services	1.2
Computers — Integrated Systems	1.2
Computer Services	1.2
Agricultural Chemicals	1.2
Gold Mining	1.2
Semiconductor Components — Integrated Circuits	1.2
Medical — HMO	1.2
Transactional Software	1.2
Distribution/Wholesale	1.1
Pharmacy Services	1.1
Metal — Iron	1.1
Machinery — Construction & Mining	1.0
Auto/Truck Parts & Equipment — Original	1.0
Transport — Rail	0.9
Casino Hotels	0.9
Electric Products — Misc.	0.9
Medical Information Systems	0.9
Internet Content — Information/News	0.9
Real Estate Management/Services	0.9
Hazardous Waste Disposal	0.8
Retirement/Aged Care	0.8
Intimate Apparel	0.8
Retail — Bedding	0.8
Finance — Credit Card	0.8
Containers — Metal/Glass	0.8
Machinery — Electrical	0.8
Medical Instruments	0.7
Oil & Gas Drilling	0.7
Filtration/Separation Products	0.7
Electronic Measurement Instruments	0.7
Retail — Jewelry	0.7
Electronic Components — Misc.	0.7
Transport — Air Freight	0.7
Wireless Equipment	0.7
Aerospace/Defense — Equipment	0.7
Electric — Transmission	0.7
Enterprise Software/Service	0.7
Broadcast Services/Program	0.7
Transport — Marine	0.7
Footwear & Related Apparel	0.7
Food — Retail	0.6
Industrial Automated/Robotic	0.6
Internet Infrastructure Software	0.6
Machinery — General Industrial	0.6
Retail — Petroleum Products	0.6

Chemicals — Specialty	0.6	%
Airlines	0.6
Instruments — Controls	0.6
Finance — Other Services	0.6
Oil — Field Services	0.6
Networking Products	0.6
Oil Refining & Marketing	0.6
Recreational Vehicles	0.5
Food — Misc.	0.5
Retail — Perfume & Cosmetics	0.5
Diagnostic Equipment	0.5
Cable/Satellite TV	0.5
Computer Data Security	0.5
Apparel Manufacturers	0.5
Savings & Loans/Thrifts	0.5
Telecom Equipment — Fiber Optics	0.5
Retail — Sporting Goods	0.5
Machinery — Farming	0.5
Retail — Auto Parts	0.5
Television	0.5
Human Resources	0.5
Semiconductor Equipment	0.4
Steel — Producers	0.4
Advertising Sales	0.3
Web Portals/ISP	0.3
	100.3	%

* Calculated as a percentage of net assets

51

VALIC Company II Mid Cap Growth Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011

Security Description	Shares		Value (Note 2)
COMMON STOCK — 96.9%
Advertising Sales — 0.3%
Lamar Advertising Co., Class A†		23,540	$	492,221
Aerospace/Defense-Equipment — 0.7%
BE Aerospace, Inc.†		32,040		1,115,953
Agricultural Chemicals — 1.2%
CF Industries Holdings, Inc.		10,660		1,948,861
Airlines — 0.6%
United Continental Holdings, Inc.†		51,900		964,821
Apparel Manufacturers — 0.5%
Coach, Inc.		14,400		809,568
Applications Software — 1.5%
Citrix Systems, Inc.†		21,500		1,299,245
Red Hat, Inc.†		28,160		1,113,446
				2,412,691
Auto/Truck Parts & Equipment - Original — 1.0%
Lear Corp.		33,510		1,601,108
Broadcast Services/Program — 0.7%
Discovery Communications, Inc., Class A†		25,920		1,095,898
Cable/Satellite TV — 0.5%
DISH Network Corp., Class A†		33,340		828,832
Casino Hotels — 0.9%
Wynn Resorts, Ltd.		9,680		1,497,690
Chemicals - Diversified — 1.4%
Celanese Corp., Series A		29,930		1,407,010
Solutia, Inc.†		49,040		852,315
				2,259,325
Chemicals - Specialty — 0.6%
Cabot Corp.		28,460		979,878
Coal — 2.0%
CONSOL Energy, Inc.		17,550		801,333
Peabody Energy Corp.		30,500		1,488,400
Walter Energy, Inc.		11,950		976,793
				3,266,526
Coffee — 1.5%
Green Mountain Coffee Roasters, Inc.†		22,740		2,381,788
Commercial Services-Finance — 2.5%
Alliance Data Systems Corp.†		21,750		2,031,668
Moody’s Corp.		35,410		1,091,690
Western Union Co.		57,460		949,239
				4,072,597
Computer Data Security — 0.5%
Fortinet, Inc.†		42,724		817,310
Computer Services — 1.2%
Cognizant Technology Solutions Corp., Class A†		11,230		712,544
IHS, Inc., Class A†		15,950		1,237,560
				1,950,104
Computers - Integrated Systems — 1.2%
Teradata Corp.†		37,640		1,970,830
Containers - Metal/Glass — 0.8%
Crown Holdings, Inc.†		35,210		1,248,899
Diagnostic Equipment — 0.5%
Gen - Probe, Inc.†		13,910		834,183
Distribution/Wholesale — 1.1%
Fossil, Inc.†		18,298		1,767,770

Security Description	Shares		Value (Note 2)
E-Commerce/Services — 2.9%
Ctrip.com International, Ltd. ADR†		42,790	$	1,785,199
Netflix, Inc.†		5,790		1,360,708
priceline.com, Inc.†		2,850		1,531,191
				4,677,098
Electric Products - Misc. — 0.9%
AMETEK, Inc.		36,475		1,425,443
Electric - Transmission — 0.7%
ITC Holdings Corp.		14,710		1,112,959
Electronic Components-Misc. — 0.7%
Gentex Corp.		44,050		1,142,877
Electronic Components - Semiconductors — 2.7%
Altera Corp.		31,220		1,136,096
ARM Holdings PLC ADR		30,554		842,679
Avago Technologies, Ltd.		47,200		1,562,792
Microchip Technology, Inc.		26,840		880,889
				4,422,456
Electronic Measurement Instruments — 0.7%
Agilent Technologies, Inc.†		32,030		1,180,946
Engines - Internal Combustion — 1.6%
Cummins, Inc.		28,630		2,660,300
Enterprise Software/Service — 0.7%
BMC Software, Inc.†		27,190		1,104,186
Entertainment Software — 1.7%
Electronic Arts, Inc.†		119,390		2,695,826
Filtration/Separation Products — 0.7%
Pall Corp.		23,280		1,190,306
Finance - Credit Card — 0.8%
Discover Financial Services		49,680		1,249,949
Finance - Other Services — 0.6%
IntercontinentalExchange, Inc.†		7,870		928,267
Food - Misc. — 0.5%
H.J. Heinz Co.		16,670		877,509
Food - Retail — 0.6%
Whole Foods Market, Inc.		15,780		1,041,953
Footwear & Related Apparel — 0.7%
Deckers Outdoor Corp.†		12,180		1,083,533
Gold Mining — 1.2%
Agnico-Eagle Mines, Ltd.		28,070		1,939,076
Hazardous Waste Disposal — 0.8%
Stericycle, Inc.†		15,430		1,353,365
Home Furnishings — 1.5%
Tempur - Pedic International, Inc.†		42,367		2,467,454
Human Resources — 0.5%
SuccessFactors, Inc.†		32,730		764,573
Industrial Automated/Robotic — 0.6%
Rockwell Automation, Inc.		15,700		1,006,841
Instruments - Controls — 0.6%
Sensata Technologies Holding NV†		29,080		943,355
Internet Content - Information/News — 0.9%
WebMD Health Corp.†		40,080		1,416,427
Internet Infrastructure Software — 0.6%
TIBCO Software, Inc.†		44,980		1,006,652
Intimate Apparel — 0.8%
Warnaco Group, Inc.†		24,200		1,291,070

52

VALIC Company II Mid Cap Growth Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares		Value (Note 2)
COMMON STOCK (continued)
Investment Management/Advisor Services — 2.1%
Affiliated Managers Group, Inc.†		25,147	$	2,191,813
T. Rowe Price Group, Inc.		21,430		1,146,076
				3,337,889
Machinery - Construction & Mining — 1.0%
Joy Global, Inc.		19,200		1,602,240
Machinery - Electrical — 0.8%
Regal-Beloit Corp.		20,850		1,225,772
Machinery - Farming — 0.5%
AGCO Corp.†		18,270		782,687
Machinery - General Industrial — 0.6%
Chart Industries, Inc.†		21,285		1,006,568
Medical Information Systems — 0.9%
Cerner Corp.†		21,480		1,416,821
Medical Instruments — 0.7%
Intuitive Surgical, Inc.†		3,170		1,208,880
Medical Labs & Testing Services — 1.4%
ICON PLC ADR†		56,010		1,193,573
Laboratory Corp. of America Holdings†		13,420		1,120,973
				2,314,546
Medical Products — 1.3%
Hospira, Inc.†		24,040		1,110,648
Varian Medical Systems, Inc.†		18,060		1,028,698
				2,139,346
Medical - Biomedical/Gene — 2.0%
Alexion Pharmaceuticals, Inc.†		28,990		1,679,826
Dendreon Corp.†		62,090		762,465
Illumina, Inc.†		15,730		819,533
				3,261,824
Medical - Generic Drugs — 1.5%
Watson Pharmaceuticals, Inc.†		35,260		2,366,651
Medical - HMO — 1.2%
CIGNA Corp.		40,810		1,907,459
Medical - Wholesale Drug Distribution — 1.4%
AmerisourceBergen Corp.		56,160		2,222,813
Metal - Iron — 1.1%
Cliffs Natural Resources, Inc.		21,010		1,740,679
Networking Products — 0.6%
Polycom, Inc.†		38,050		905,590
Oil & Gas Drilling — 0.7%
Ensco PLC ADR		24,920		1,202,639
Oil Companies - Exploration & Production — 4.3%
Concho Resources, Inc.†		21,820		1,897,249
Continental Resources, Inc.†		41,240		2,304,904
Denbury Resources, Inc.†		49,660		792,077
Southwestern Energy Co.†		29,340		1,113,453
Whiting Petroleum Corp.†		17,130		806,994
				6,914,677
Oil Field Machinery & Equipment — 2.2%
Cameron International Corp.†		51,240		2,662,430
Complete Production Services, Inc.†		29,660		861,920
				3,524,350
Oil Refining & Marketing — 0.6%
HollyFrontier Corp.		12,420		891,259

Security Description	Shares		Value (Note 2)
Oil - Field Services — 0.6%
Oil States International, Inc.†		13,980	$	923,798
Pharmacy Services — 1.1%
Express Scripts, Inc.†		37,110		1,741,943
Real Estate Investment Trusts — 1.3%
Digital Realty Trust, Inc.		16,020		957,195
Plum Creek Timber Co., Inc.		29,870		1,134,164
				2,091,359
Real Estate Management/Services — 0.9%
Jones Lang LaSalle, Inc.		20,740		1,387,713
Recreational Vehicles — 0.5%
Polaris Industries, Inc.		8,058		885,332
Retail - Apparel/Shoe — 2.7%
Abercrombie & Fitch Co., Class A		22,770		1,448,400
Limited Brands, Inc.		40,620		1,532,999
Lululemon Athletica, Inc.†		23,720		1,298,195
				4,279,594
Retail - Auto Parts — 0.5%
Advance Auto Parts, Inc.		12,760		774,787
Retail - Bedding — 0.8%
Bed Bath & Beyond, Inc.†		22,240		1,264,566
Retail - Jewelry — 0.7%
Tiffany & Co.		16,350		1,176,546
Retail - Major Department Stores — 1.9%
Nordstrom, Inc.		30,490		1,386,075
TJX Cos., Inc.		29,890		1,632,592
				3,018,667
Retail - Perfume & Cosmetics — 0.5%
Ulta Salon Cosmetics & Fragrance, Inc.†		14,130		834,800
Retail - Petroleum Products — 0.6%
World Fuel Services Corp.		26,940		1,000,552
Retail - Restaurants — 1.6%
Chipotle Mexican Grill, Inc.†		2,560		802,227
Panera Bread Co., Class A†		14,830		1,707,675
				2,509,902
Retail - Sporting Goods — 0.5%
Dick’s Sporting Goods, Inc.†		22,310		783,750
Retirement/Aged Care — 0.8%
Brookdale Senior Living, Inc.†		81,790		1,317,637
Savings & Loans/Thrifts — 0.5%
BankUnited, Inc.		34,160		801,052
Semiconductor Components - Integrated Circuits — 1.2%
Atmel Corp.†		73,780		672,136
Linear Technology Corp.		43,980		1,259,147
				1,931,283
Semiconductor Equipment — 0.4%
Novellus Systems, Inc.†		25,820		722,185
Steel - Producers — 0.4%
Steel Dynamics, Inc.		53,140		676,472
Telecom Equipment - Fiber Optics — 0.5%
JDS Uniphase Corp.†		61,680		799,990
Television — 0.5%
CBS Corp., Class B		30,840		772,542

53

VALIC Company II Mid Cap Growth Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares/ Principal Amount			Value (Note 2)
COMMON STOCK (continued)
Transactional Software — 1.2%
Solera Holdings, Inc.		14,870		$	872,126
VeriFone Systems, Inc.†		28,270			995,669
					1,867,795
Transport - Air Freight — 0.7%
Atlas Air Worldwide Holdings, Inc.†		22,930			1,125,404
Transport - Marine — 0.7%
Tidewater, Inc.		20,390			1,092,904
Transport - Rail — 0.9%
Kansas City Southern†		28,020			1,517,563
Transport - Services — 1.2%
C.H. Robinson Worldwide, Inc.		17,310			1,220,355
Expeditors International of Washington, Inc.		17,280			786,240
					2,006,595
Vitamins & Nutrition Products — 2.6%
Herbalife, Ltd.		47,760			2,665,008
Mead Johnson Nutrition Co.		21,010			1,496,962
					4,161,970
Web Portals/ISP — 0.3%
Yandex NV, Class A†		13,010			402,920
Wireless Equipment — 0.7%
Crown Castle International Corp.†		25,900			1,124,837
Total Long-Term Investment Securities
(cost $150,502,555)					156,266,422
SHORT-TERM INVESTMENT SECURITIES — 3.4%
Time Deposits — 3.4%
Euro Time Deposit with State Street Bank and Trust Co. 0.01% due 09/01/11 (cost $5,454,000)	$	5,454,000			5,454,000
TOTAL INVESTMENTS
(cost $155,956,555) (1)		100.3	%		161,720,422
Liabilities in excess of other assets		(0.3	)		(449,578	)
NET ASSETS —		100.0	%	$	161,270,844

† 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, 2011 (see Note 2):

	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Observable Inputs		Level 3 - Significant Unobservable Inputs		Total
ASSETS:
Long-Term Investment Securities:
Common Stock	$	156,266,422	$	—	$	—	$	156,266,422
Short-Term Investment Securities:
Time Deposits		—		5,454,000		—		5,454,000
Total	$	156,266,422	$	5,454,000	$	—	$	161,720,422

See Notes to Financial Statements

54

VALIC Company II Mid Cap Value Fund

PORTFOLIO PROFILE — August 31, 2011 (Unaudited)

Industry Allocation*

Diversified Manufacturing Operations	7.7	%
Electric — Integrated	5.2
Chemicals — Specialty	3.5
U.S. Government Treasuries	2.9
Real Estate Investment Trusts	2.7
Chemicals — Diversified	2.6
Time Deposits	2.5
Retail — Apparel/Shoe	2.5
Electronic Components — Semiconductors	2.4
Insurance — Reinsurance	2.4
Containers — Metal/Glass	2.3
Insurance — Life/Health	2.3
Oil Companies — Exploration & Production	2.1
Medical — HMO	1.7
Banks — Commercial	1.6
Real Estate Operations & Development	1.5
Banks — Super Regional	1.5
Agricultural Chemicals	1.4
Medical — Drugs	1.4
Electronic Components — Misc.	1.4
Electronic Parts Distribution	1.3
Repurchase Agreements	1.2
Aerospace/Defense	1.2
Pipelines	1.2
Investment Management/Advisor Services	1.2
Power Converter/Supply Equipment	1.2
Commercial Services	1.2
Identification Systems	1.1
Containers — Paper/Plastic	1.1
Toys	1.0
Food — Meat Products	1.0
Building — Residential/Commercial	1.0
Telecom Services	1.0
Semiconductor Equipment	0.9
Savings & Loans/Thrifts	0.9
Medical — Generic Drugs	0.9
Medical — Wholesale Drug Distribution	0.8
Brewery	0.8
Agricultural Operations	0.8
Distribution/Wholesale	0.8
Machine Tools & Related Products	0.8
Electronic Connectors	0.8
Building & Construction — Misc.	0.8
Chemicals — Plastics	0.7
Building & Construction Products — Misc.	0.7
Machinery — Farming	0.7
Tools — Hand Held	0.7
Engineering/R&D Services	0.7
Enterprise Software/Service	0.7
Finance — Investment Banker/Broker	0.7
Telecommunication Equipment	0.7
Gas — Distribution	0.6
Transport — Truck	0.6
Hotels/Motels	0.6
Machinery — General Industrial	0.5
Lighting Products & Systems	0.5
Non — Hazardous Waste Disposal	0.5
Retirement/Aged Care	0.5
Coal	0.5
Electric Products — Misc.	0.5
Semiconductor Components — Integrated Circuits	0.5
Instruments — Scientific	0.5
Consumer Products — Misc.	0.4
Medical — Hospitals	0.4
Aerospace/Defense — Equipment	0.4
Transport — Marine	0.4
Retail — Regional Department Stores	0.4
Telecom Equipment — Fiber Optics	0.4
Food — Confectionery	0.4

Medical Products	0.4	%
Tobacco	0.4
Insurance — Property/Casualty	0.4
Insurance Brokers	0.4
Finance — Consumer Loans	0.4
Paper & Related Products	0.4
Water	0.3
Oil & Gas Drilling	0.3
Theaters	0.3
Oil Refining & Marketing	0.3
Printing — Commercial	0.3
Insurance — Multi-line	0.3
Airlines	0.3
Sugar	0.3
Steel — Producers	0.3
Independent Power Producers	0.3
Human Resources	0.3
Oil Field Machinery & Equipment	0.3
Entertainment Software	0.3
Telephone — Integrated	0.3
Auto/Truck Parts & Equipment — Original	0.3
Investment Companies	0.3
Beverages — Non-alcoholic	0.3
Oil — Field Services	0.3
Food — Misc.	0.3
Television	0.3
Wire & Cable Products	0.3
Retail — Automobile	0.3
Office Supplies & Forms	0.2
Hospital Beds/Equipment	0.2
Dialysis Centers	0.2
Food — Dairy Products	0.2
Retail — Computer Equipment	0.2
Schools	0.2
Finance — Credit Card	0.2
Metal — Iron	0.2
Home Furnishings	0.2
Poultry	0.2
Cellular Telecom	0.1
Machinery — Construction & Mining	0.1
Metal Processors & Fabrication	0.1
	100.1	%

* Calculated as a percentage of net assets

55

VALIC Company II Mid Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011

Security Description	Shares		Value (Note 2)
COMMON STOCK — 93.5%
Aerospace/Defense — 1.2%
Esterline Technologies Corp.†		38,836	$	2,923,962
Teledyne Technologies, Inc.†		84,083		4,590,091
				7,514,053
Aerospace/Defense - Equipment — 0.4%
Goodrich Corp.		30,167		2,690,293
Agricultural Chemicals — 1.4%
CF Industries Holdings, Inc.		32,284		5,902,161
Incitec Pivot, Ltd.		646,317		2,611,530
				8,513,691
Agricultural Operations — 0.8%
Bunge, Ltd.		41,918		2,712,514
China Agri-Industries Holdings, Ltd.		2,482,000		2,311,180
				5,023,694
Airlines — 0.3%
Delta Air Lines, Inc.†		255,402		1,923,177
Auto/Truck Parts & Equipment - Original — 0.3%
Dana Holding Corp.†		131,108		1,671,627
Banks - Commercial — 1.6%
BOK Financial Corp.		32,132		1,580,894
East West Bancorp, Inc.		89,881		1,500,114
First Midwest Bancorp, Inc.		142,250		1,248,955
Popular, Inc.†		1,435,675		2,986,204
TCF Financial Corp.		170,500		1,780,020
Umpqua Holdings Corp.		98,424		961,603
				10,057,790
Banks - Super Regional — 1.5%
Comerica, Inc.		115,635		2,959,100
Fifth Third Bancorp		264,500		2,808,990
Huntington Bancshares, Inc.		656,941		3,304,413
				9,072,503
Beverages - Non-alcoholic — 0.3%
Dr. Pepper Snapple Group, Inc.		42,168		1,622,625
Brewery — 0.8%
Molson Coors Brewing Co., Class B		115,315		5,045,031
Building & Construction Products - Misc. — 0.7%
Louisiana-Pacific Corp.†		359,490		2,397,798
NCI Building Systems, Inc.†		66,268		640,812
Trex Co., Inc.†		77,812		1,419,291
				4,457,901
Building & Construction - Misc. — 0.8%
Insituform Technologies, Inc., Class A†		136,643		2,258,709
Multiplan Empreendimentos Imobiliarios SA		112,400		2,363,937
				4,622,646
Building - Residential/Commercial — 1.0%
MDC Holdings, Inc.		135,901		2,658,224
Toll Brothers, Inc.†		204,469		3,514,822
				6,173,046
Cellular Telecom — 0.1%
MetroPCS Communications, Inc.†		75,542		843,049
Chemicals - Diversified — 2.6%
Celanese Corp., Series A		112,936		5,309,122
FMC Corp.		116,240		8,826,103
Solutia, Inc.†		122,700		2,132,526
				16,267,751

Security Description	Shares		Value (Note 2)
Chemicals - Plastics — 0.7%
A. Schulman, Inc.		59,306	$	1,081,741
PolyOne Corp.		230,511		2,911,354
Spartech Corp.†		127,500		561,000
				4,554,095
Chemicals - Specialty — 3.5%
Ashland, Inc.		62,400		3,307,824
Cytec Industries, Inc.		55,600		2,524,240
Eastman Chemical Co.		46,500		3,846,945
Ferro Corp.†		389,731		3,262,049
Methanex Corp.		175,910		4,577,178
Minerals Technologies, Inc.		70,000		4,060,700
				21,578,936
Coal — 0.5%
CONSOL Energy, Inc.		36,705		1,675,950
Walter Energy, Inc.		15,398		1,258,633
				2,934,583
Commercial Services — 1.2%
PHH Corp.†		379,801		7,204,825
Consumer Products - Misc. — 0.4%
Jarden Corp.		94,470		2,743,409
Containers - Metal/Glass — 2.3%
Crown Holdings, Inc.†		60,945		2,161,719
Greif, Inc., Class A		57,437		3,208,431
Owens-Illinois, Inc.†		334,373		6,333,025
Rexam PLC		407,931		2,343,506
				14,046,681
Containers - Paper/Plastic — 1.1%
Packaging Corp. of America		65,838		1,668,993
Sealed Air Corp.		107,000		1,970,940
Sonoco Products Co.		98,000		3,095,820
				6,735,753
Dialysis Centers — 0.2%
DaVita, Inc.†		19,825		1,458,723
Distribution/Wholesale — 0.8%
Ingram Micro, Inc., Class A†		111,000		1,980,240
WESCO International, Inc.†		70,100		3,020,609
				5,000,849
Diversified Manufacturing Operations — 7.7%
Barnes Group, Inc.		310,378		7,144,901
Carlisle Cos., Inc.		119,161		4,672,303
Crane Co.		44,600		1,884,350
Dover Corp.		157,271		9,046,228
Federal Signal Corp.		287,318		1,565,883
Griffon Corp.†		190,267		1,662,934
Honeywell International, Inc.		84,900		4,059,069
Ingersoll-Rand PLC		135,000		4,523,850
Pentair, Inc.		133,456		4,580,210
SPX Corp.		13,378		761,074
Textron, Inc.		166,325		2,805,903
Tyco International, Ltd.		117,200		4,873,176
				47,579,881
Electric Products - Misc. — 0.5%
AMETEK, Inc.		73,735		2,881,564
Electric - Integrated — 5.2%
Northeast Utilities		178,387		6,190,029
NV Energy, Inc.		594,646		8,872,118
OGE Energy Corp.		50,648		2,534,932

56

VALIC Company II Mid Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares		Value (Note 2)
COMMON STOCK (continued)
Electric - Integrated (continued)
Pinnacle West Capital Corp.		61,833	$	2,735,492
Public Service Enterprise Group, Inc.		77,026		2,628,897
Westar Energy, Inc.		158,375		4,220,694
Wisconsin Energy Corp.		143,354		4,535,721
				31,717,883
Electronic Components - Misc. — 1.4%
Flextronics International, Ltd.†		1,030,318		5,924,329
Plexus Corp.†		90,807		2,413,650
				8,337,979
Electronic Components - Semiconductors — 2.4%
Avago Technologies, Ltd.		189,746		6,282,490
Diodes, Inc.†		67,000		1,341,340
Fairchild Semiconductor International, Inc.†		185,200		2,455,752
International Rectifier Corp.†		46,000		1,048,340
Microsemi Corp.†		245,500		3,812,615
				14,940,537
Electronic Connectors — 0.8%
Thomas & Betts Corp.†		109,678		4,790,735
Electronic Parts Distribution — 1.3%
Arrow Electronics, Inc.†		259,486		8,095,963
Engineering/R&D Services — 0.7%
Fluor Corp.		26,110		1,585,399
URS Corp.†		80,688		2,829,728
				4,415,127
Enterprise Software/Service — 0.7%
BMC Software, Inc.†		105,947		4,302,508
Entertainment Software — 0.3%
Electronic Arts, Inc.†		75,800		1,711,564
Finance - Consumer Loans — 0.4%
SLM Corp.		170,023		2,334,416
Finance - Credit Card — 0.2%
Discover Financial Services		52,503		1,320,975
Finance - Investment Banker/Broker — 0.7%
E*Trade Financial Corp.†		115,200		1,423,872
Lazard, Ltd., Class A		52,380		1,527,925
LPL Investment Holdings, Inc.†		43,800		1,274,580
				4,226,377
Finance - Other Services — 0.0%
Solar Cayman Ltd.†*(1)(2)(3)		120,200		12,020
Food - Confectionery — 0.4%
J.M. Smucker Co.		36,209		2,610,307
Food - Dairy Products — 0.2%
Dean Foods Co.†		160,344		1,385,372
Food - Meat Products — 1.0%
Maple Leaf Foods, Inc.		243,013		2,776,795
Tyson Foods, Inc., Class A		203,400		3,553,398
				6,330,193
Food - Misc. — 0.3%
Corn Products International, Inc.		33,857		1,583,153
Forestry — 0.0%
Sino-Forest Corp.†*(1)(3)		72,700		64,878
Sino-Forest Corp.†(1)(3)		80,835		72,138
				137,016

Security Description	Shares		Value (Note 2)
Gas - Distribution — 0.6%
UGI Corp.		130,611	$	3,886,983
Home Furnishings — 0.2%
Ethan Allen Interiors, Inc.		73,400		1,261,746
Hospital Beds/Equipment — 0.2%
Hill-Rom Holdings, Inc.		48,274		1,462,702
Hotel/Motels — 0.6%
Wyndham Worldwide Corp.		103,490		3,361,355
Human Resources — 0.3%
TrueBlue, Inc.†		128,600		1,806,830
Identification Systems — 1.1%
Brady Corp., Class A		97,397		2,678,418
Checkpoint Systems, Inc.†		275,509		4,196,002
				6,874,420
Independent Power Producers — 0.3%
Calpine Corp.†		125,724		1,851,914
Instruments - Scientific — 0.5%
Thermo Fisher Scientific, Inc.†		51,100		2,806,923
Insurance Brokers — 0.4%
Marsh & McLennan Cos., Inc.		79,043		2,349,158
Insurance - Life/Health — 2.3%
Lincoln National Corp.		110,470		2,292,253
Principal Financial Group, Inc.		134,377		3,407,801
Unum Group		348,212		8,196,910
				13,896,964
Insurance - Multi-line — 0.3%
ACE, Ltd.		30,244		1,953,157
Insurance - Property/Casualty — 0.4%
Arch Capital Group, Ltd.†		70,142		2,362,383
Insurance - Reinsurance — 2.4%
Endurance Specialty Holdings, Ltd.		28,740		1,039,238
Everest Re Group, Ltd.		57,999		4,680,519
Platinum Underwriters Holdings, Ltd.		78,521		2,473,412
Reinsurance Group of America, Inc.		122,407		6,532,862
				14,726,031
Investment Companies — 0.3%
Solar Capital, Ltd.		70,866		1,638,422
Investment Management/Advisor Services — 1.2%
Affiliated Managers Group, Inc.†		8,576		747,484
Ameriprise Financial, Inc.		52,999		2,422,054
Invesco, Ltd.		226,706		4,148,720
				7,318,258
Lighting Products & Systems — 0.5%
Acuity Brands, Inc.		68,600		3,158,344
Machine Tools & Related Products — 0.8%
Kennametal, Inc.		133,100		4,906,066
Machinery - Construction & Mining — 0.1%
Terex Corp.†		51,601		832,324
Machinery - Farming — 0.7%
AGCO Corp.†		103,733		4,443,922
Machinery - General Industrial — 0.5%
Albany International Corp., Class A		85,839		1,866,140
IDEX Corp.		40,200		1,494,636
				3,360,776

57

VALIC Company II Mid Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares		Value (Note 2)
COMMON STOCK (continued)
Medical Products — 0.4%
Teleflex, Inc.		43,500	$	2,502,120
Medical - Drugs — 1.4%
Almirall SA		358,031		2,931,578
Forest Laboratories, Inc.†		43,456		1,487,933
UCB SA		89,544		4,006,826
				8,426,337
Medical - Generic Drugs — 0.9%
Impax Laboratories, Inc.†		268,147		5,274,451
Medical - HMO — 1.7%
CIGNA Corp.		190,309		8,895,043
Humana, Inc.		20,416		1,585,098
				10,480,141
Medical - Hospitals — 0.4%
Universal Health Services, Inc., Class B		26,930		1,120,288
Vanguard Health Systems, Inc.†		125,300		1,621,382
				2,741,670
Medical - Wholesale Drug Distribution — 0.8%
AmerisourceBergen Corp.		128,428		5,083,180
Metal Processors & Fabrication — 0.1%
Commercial Metals Co.		50,000		587,500
Metal - Iron — 0.2%
Cliffs Natural Resources, Inc.		15,915		1,318,558
Non - Hazardous Waste Disposal — 0.5%
Republic Services, Inc.		103,494		3,142,078
Office Supplies & Forms — 0.2%
Avery Dennison Corp.		52,000		1,513,720
Oil & Gas Drilling — 0.3%
Ensco PLC ADR		43,315		2,090,382
Oil Companies - Exploration & Production — 2.1%
Bill Barrett Corp.†		23,773		1,139,915
Cobalt International Energy, Inc.†		196,465		1,899,817
Concho Resources, Inc.†		12,786		1,111,743
Japan Petroleum Exploration Co.		58,100		2,390,166
Lone Pine Resources, Inc.†		164,000		1,595,720
Newfield Exploration Co.†		43,627		2,227,158
Pioneer Natural Resources Co.		18,062		1,411,906
Whiting Petroleum Corp.†		25,308		1,192,260
				12,968,685
Oil Field Machinery & Equipment — 0.3%
Complete Production Services, Inc.†		59,341		1,724,449
Oil Refining & Marketing — 0.3%
HollyFrontier Corp.		27,970		2,007,127
Oil - Field Services — 0.3%
Oil States International, Inc.†		24,319		1,607,000
Paper & Related Products — 0.4%
MeadWestvaco Corp.		81,589		2,245,329
Pipelines — 1.2%
El Paso Corp.		302,562		5,791,037
Oneok, Inc.		23,117		1,638,995
				7,430,032
Poultry — 0.2%
Sanderson Farms, Inc.		23,381		916,535
Power Converter/Supply Equipment — 1.2%
Hubbell, Inc., Class B		123,731		7,316,214

Security Description	Shares		Value (Note 2)
Printing - Commercial — 0.3%
R.R. Donnelley & Sons Co.		131,200	$	2,000,800
Real Estate Investment Trusts — 2.7%
American Assets Trust, Inc.		83,676		1,683,561
AvalonBay Communities, Inc.		16,019		2,184,671
Boston Properties, Inc.		25,094		2,617,053
Duke Realty Corp.		69,593		826,069
Federal Realty Investment Trust		26,313		2,382,642
Kimco Realty Corp.		81,000		1,433,700
Plum Creek Timber Co., Inc.		98,369		3,735,071
Ventas, Inc.		34,260		1,832,225
				16,694,992
Real Estate Operations & Development — 1.5%
BR Properties SA		511,700		5,660,555
Forest City Enterprises, Inc., Class A†		160,255		2,129,789
Iguatemi Empresa de Shopping Centers SA		76,200		1,615,522
				9,405,866
Retail - Apparel/Shoe — 2.5%
ANN, Inc.†		68,438		1,613,084
Ascena Retail Group, Inc.†		51,089		1,451,950
Collective Brands, Inc.†		331,176		4,467,564
Foot Locker, Inc.		139,360		2,908,443
Ross Stores, Inc.		60,433		4,624,635
				15,065,676
Retail - Automobile — 0.3%
Rush Enterprises, Inc., Class A†		84,130		1,547,992
Retail - Computer Equipment — 0.2%
GameStop Corp., Class A†		57,716		1,381,144
Retail - Regional Department Stores — 0.4%
Macy’s, Inc.		103,308		2,680,843
Retirement/Aged Care — 0.5%
Brookdale Senior Living, Inc.†		189,873		3,058,854
Savings & Loans/Thrifts — 0.9%
BankUnited, Inc.		171,110		4,012,530
Beneficial Mutual Bancorp, Inc.†		182,029		1,427,107
				5,439,637
Schools — 0.2%
DeVry, Inc.		30,914		1,365,781
Semiconductor Components - Integrated Circuits — 0.5%
Linear Technology Corp.		60,000		1,717,800
Marvell Technology Group, Ltd.†		84,898		1,116,409
				2,834,209
Semiconductor Equipment — 0.9%
Brooks Automation, Inc.†		189,000		1,787,940
LTX-Credence Corp.†		248,234		1,412,451
Teradyne, Inc.†		191,000		2,311,100
				5,511,491
Steel - Producers — 0.3%
Steel Dynamics, Inc.		150,000		1,909,500
Sugar — 0.3%
Cosan, Ltd., Class A		164,828		1,921,894
Telecom Equipment - Fiber Optics — 0.4%
Corning, Inc.		178,100		2,676,843
Telecom Services — 1.0%
Amdocs, Ltd.†		69,709		1,914,906
Virgin Media, Inc.		154,828		3,926,438
				5,841,344

58

VALIC Company II Mid Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares/ Principal Amount		Value (Note 2)
COMMON STOCK (continued)
Telecommunication Equipment — 0.7%
Harris Corp.		98,700	$	3,982,545
Telephone - Integrated — 0.3%
Windstream Corp.		133,053		1,689,773
Television — 0.3%
CBS Corp., Class B		62,900		1,575,645
Theaters — 0.3%
Cinemark Holdings, Inc.		97,659		2,045,956
Tobacco — 0.4%
Lorillard, Inc.		21,787		2,427,508
Tools - Hand Held — 0.7%
Stanley Black & Decker, Inc.		71,400		4,425,372
Toys — 1.0%
Mattel, Inc.		235,745		6,334,468
Transport - Marine — 0.4%
Tidewater, Inc.		50,075		2,684,020
Transport - Truck — 0.6%
Swift Transporation Co.†		189,517		1,633,636
Werner Enterprises, Inc.		86,110		2,004,641
				3,638,277
Water — 0.3%
American Water Works Co., Inc.		70,554		2,101,098
Wire & Cable Products — 0.3%
Belden, Inc.		51,400		1,568,214
Total Long-Term Investment Securities
(cost $598,150,907)				575,914,229
SHORT-TERM INVESTMENT SECURITIES — 5.4%
Time Deposits — 2.5%
Euro Time Deposit with State Street Bank and Trust Co. 0.01 % due 09/01/11	$	15,221,000		15,221,000
U.S. Government Treasuries — 2.9%
United States Treasury Bills 0.21% due 03/08/12		18,000,000		17,997,444
Total Short-Term Investment Securities
(cost $33,200,855)				33,218,444

Security Description	Principal Amount			Value (Note 2)
REPURCHASE AGREEMENT — 1.2%
Agreement with State Street Bank and Trust Co., bearing interest at 0.00%, dated 08/31/11, to be repurchased 09/01/11 in the amount of 7,676,000 and collateralized by $7,705,000 of Federal National Mtg. Assoc. Notes bearing interest at 3.20% due 09/15/20 and having an approximate value of $7,830,206 (cost $7,676,000)	$	7,676,000		$	7,676,000
TOTAL INVESTMENTS
(cost $639,027,762)(4)		100.1	%		616,808,673
Liabilities in excess of other assets		(0.1	)		(843,229	)
NET ASSETS —		100.0	%	$	615,965,444

† 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, 2011, the aggregate value of these securities was $76,898 representing 0.0% of net assets. Unless otherwise indicated these securities are not considered to be illiquid.

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

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

(3) Illiquid security. At August 31, 2011, the aggregate value of these securities was $149,036 representing 0.0% of net assets.

(4) 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, 2011 (see Note 2):

	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Observable Inputs		Level 3 - Significant Unobservable Inputs		Total
ASSETS:
Long-Term Investment Securities:
Common Stock:
Diversified Manufacturing Operations	$	47,579,881	$	—	$	—	$	47,579,881
Electric-Integrated		31,717,883		—		—		31,717,883
Other Industries*		496,467,429		—		149,036		496,616,465
Short-Term Investment Securities:
Time Deposits		—		15,221,000		—		15,221,000
U.S. Government Treasuries		—		17,997,444		—		17,997,444
Repurchase Agreement		—		7,676,000		—		7,676,000
Total	$	575,765,193	$	40,894,444	$	149,036	$	616,808,673

* Sum of all other industries each of which individually has an aggregate market value of less than 5% of net assets. For a detailed presentation of common stocks by industry classification, please refer to the Portfolio of Investments.

59

VALIC Company II Mid Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

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

	Common Stock
Balance as of 08/31/2010	$	52,888
Accrued discounts/premiums		—
Realized gain (loss)		5,951
Change in unrealized appreciation (depreciation)(1)		7,212
Net purchases (sales)		(54,031	)
Transfers in and/or out of Level 3(2)		137,016
Balance as of 08/31/2011	$	149,036

(1) The total change in unrealized appreciation (depreciation) included in the statement of operations attributable to level 3 investments still held at August 31, 2011 includes:

Common Stock
$	7,212

(2) The Fund’s policy is to recognize transfers in and transfers out as of the end of the reporting period.

See Notes to Financial Statements

60

VALIC Company II Moderate Growth Lifestyle Fund

PORTFOLIO PROFILE — August 31, 2011 (Unaudited)

Industry Allocation*

Domestic Equity Investment Companies	49.7	%
Fixed Income Investment Companies	44.0
Real Estate Investment Companies	3.6
International Equity Investment Companies	2.6
	99.9	%

* Calculated as a percentage of net assets

61

VALIC Company II Moderate Growth Lifestyle Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011

Security Description	Shares			Value (Note 2)
AFFILIATED REGISTERED INVESTMENT COMPANIES#(1) — 99.9%
Domestic Equity Investment Companies — 49.7%
VALIC Co. I Blue Chip Growth Fund		1,695,039		$	17,797,905
VALIC Co. I Core Value Fund		1,610,110			14,007,956
VALIC Co. I Mid Cap Strategic Growth Fund		831,027			10,121,909
VALIC Co. I Nasdaq-100 Index Fund		1,488,207			9,078,065
VALIC Co. I Science & Technology Fund		610,846			9,413,134
VALIC Co. I Small Cap Special Values Fund		491,256			4,180,592
VALIC Co. I Stock Index Fund		1,471,643			35,775,652
VALIC Co. II Capital Appreciation Fund		774,714			7,259,071
VALIC Co. II Mid Cap Growth Fund†		680,184			5,393,863
VALIC Co. II Mid Cap Value Fund		1,175,622			17,963,498
VALIC Co. II Small Cap Growth Fund†		326,877			4,206,909
VALIC Co. II Small Cap Value Fund		336,885			4,180,745
Total Domestic Equity Investment Companies
(cost $129,321,708)					139,379,299
Fixed Income Investment Companies — 44.0%
VALIC Co. I Government Securities Fund		633,608			7,039,386
VALIC Co. I Inflation Protected Fund		2,078,545			23,487,559
VALIC Co. I International Government Bond Fund		214,294			2,845,818
VALIC Co. II Core Bond Fund		3,759,216			40,937,864
VALIC Co. II High Yield Bond Fund		3,668,473			26,743,167
VALIC Co. II Strategic Bond Fund		1,971,521			22,297,907
Total Fixed Income Investment Companies
(cost $118,495,607)					123,351,701
International Equity Investment Companies — 2.6%
VALIC Co. I Foreign Value Fund		279,446			2,417,204
VALIC Co. I International Equities Fund		825,514			4,961,338
Total International Equity Investment Companies
(cost $7,029,176)					7,378,542
Real Estate Investment Companies — 3.6%
VALIC Co. I Global Real Estate Fund (cost $7,845,872)		1,234,802			10,075,984
TOTAL INVESTMENTS
(cost $262,692,363)(2)		99.9	%		280,185,526
Other assets less liabilities		0.1			250,411
NET ASSETS —		100.0	%	$	280,435,937

† Non-income producing security

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

(1) See Note 3

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

The following is a summary of the inputs used to value the Fund’s net assets as of August 31, 2011 (see Note 2):

	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Observable Inputs		Level 3 - Significant Unobservable Inputs		Total
ASSETS:
Affiliated Registered Investment Companies:
Domestic Equity Investment Companies	$	139,379,299	$	—	$	—	$	139,379,299
Fixed Income Investment Companies		123,351,701		—		—		123,351,701
International Equity Investment Companies		7,378,542		—		—		7,378,542
Real Estate Investment Companies		10,075,984		—		—		10,075,984
Total	$	280,185,526	$	—	$	—	$	280,185,526

See Notes to Financial Statements

62

VALIC Company II Money Market II Fund

PORTFOLIO PROFILE — August 31, 2011 (Unaudited)

Industry Allocation*

U.S. Government Agencies	53.4	%
Repurchase Agreements	15.6
Commercial Banks	11.8
U.S. Government Treasuries	5.8
Finance — Investment Banker/Broker	5.4
Diversified Banking Institution	5.0
Diversified Financial Services	1.7
Super — Regional Banks	1.7
	100.4	%
Weighted Average Days to Maturity	50.6

Credit Quality@#

A-1 100.0 % 

* Calculated as a percentage of net assets

@ Source: Standard & Poors.

# Calculated as a percentage of total debt issues

63

VALIC Company II Money Market II Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011

Security Description	Principal Amount		Value (Note 2)
SHORT-TERM INVESTMENT SECURITIES — 84.8%
Certificates of Deposit — 15.3%
Barclays Bank PLC 0.22% due 09/08/11	$	3,800,000	$	3,800,000
Deutsche Bank AG 0.23% due 11/30/11		3,640,000		3,640,000
Rabobank Nederland NV 0.34% due 09/28/11		3,700,000		3,700,000
Royal Bank of Canada FRS 0.28% due 09/14/11		3,400,000		3,400,000
Royal Bank of Canada FRS 0.29% due 06/18/12		3,750,000		3,750,000
State Street Bank and Trust Co. 0.14% due 09/23/11		3,000,000		3,000,000
Svenska Handelsbanken 0.19% due 09/08/11		3,750,000		3,750,000
UBS AG Stamford CT FRS 0.28% due 09/09/11		4,000,000		4,000,000
UBS AG Stamford CT 0.37% due 03/06/12		3,750,000		3,750,000
Total Certificates of Deposit
(amortized cost $32,790,000)				32,790,000
Commercial Paper — 5.4%
Bear Stearns Cos. LLC FRS 0.44% due 02/01/12		4,000,000		4,003,147
Citigroup Funding, Inc. 0.18% due 09/01/11		3,800,000		3,800,000
Citigroup Funding, Inc. 0.19% due 09/07/11		3,700,000		3,699,883
Total Commercial Paper
(amortized cost $11,503,030)				11,503,030
U.S. Corporate Bonds & Notes — 4.9%
Bank of America NA 0.18% due 09/26/11		3,650,000		3,650,000
General Electric Capital Corp. FRS Senior Notes 0.37% due 04/10/12		3,670,000		3,673,040
General Electric Capital Corp. FRS Senior Notes 0.37% due 04/20/12		150,000		150,020
JPMorgan Chase & Co. FRS Senior Notes 0.39% due 02/22/12		3,000,000		3,001,618
Total U.S. Corporate Bonds & Notes
(amortized cost $10,474,678)				10,474,678
U.S. Government Agencies — 53.4%
Federal Farm Credit Bank
0.01% due 10/19/11		2,500,000		2,499,967
0.10% due 11/10/11		3,650,000		3,649,290
Federal Farm Credit Bank FRS
0.19% due 03/27/12		2,650,000		2,649,850
0.23% due 08/17/12		1,000,000		999,903
Federal Home Loan Bank
0.03% due 09/14/11		4,500,000		4,499,951
0.03% due 10/04/11		2,250,000		2,249,938
0.04% due 09/09/11		2,250,000		2,249,980
0.07% due 10/07/11		8,300,000		8,299,452
0.09% due 09/19/11		2,250,000		2,249,899
0.09% due 10/24/11		2,250,000		2,249,702
0.09% due 11/14/11		1,500,000		1,499,722
0.11% due 02/08/12		3,000,000		2,998,533
0.12% due 02/27/12		3,700,000		3,699,588
0.12% due 03/01/12		1,500,000		1,499,090
0.17% due 01/04/12		2,775,000		2,773,362
0.27% due 09/19/11		1,090,000		1,089,853

Security Description	Principal Amount			Value (Note 2)
Federal Home Loan Bank FRS
0.15% due 07/13/12	$	3,600,000		$	3,599,845
0.16% due 09/15/11		770,000			769,989
0.17% due 09/23/11		3,500,000			3,499,979
0.17% due 02/17/12		3,200,000			3,199,232
0.28% due 01/12/12		6,500,000			6,500,000
0.29% due 01/20/12		3,280,000			3,279,873
0.30% due 12/15/11		3,430,000			3,430,000
Federal Home Loan Mtg. Corp.
0.09% due 09/22/11		3,690,000			3,689,806
0.09% due 10/13/11		2,500,000			2,499,737
0.10% due 01/18/12		2,000,000			1,999,228
0.11% due 12/15/11		1,000,000			999,679
0.11% due 01/31/12		2,500,000			2,498,839
0.14% due 10/17/11		3,840,000			3,839,313
0.15% due 02/15/12		4,500,000			4,496,869
0.16% due 04/27/12		2,160,000			2,157,706
0.20% due 12/07/11		700,000			699,623
0.20% due 12/14/11		1,000,000			999,422
0.21% due 12/06/11		2,250,000			2,248,740
Federal Home Loan Mtg. Corp. FRS
0.17% due 08/10/12		3,510,000			3,509,173
Federal National Mtg. Assoc.
0.08% due 01/04/12		3,500,000			3,498,845
0.11% due 11/14/11		1,450,000			1,449,672
0.12% due 09/01/11		2,000,000			2,000,000
0.14% due 02/17/12		4,000,000			3,997,371
0.15% due 01/17/12		1,440,000			1,439,172
0.16% due 01/03/12		3,100,000			3,098,292
Total U.S. Government Agencies
(amortized cost $114,558,485)					114,558,485
U.S. Government Treasuries — 5.8%
United States Treasury Bills
0.10% due 12/22/11		2,180,000			2,179,356
0.10% due 09/01/11		5,000,000			5,000,000
0.23% due 09/22/11		2,650,000			2,649,652
0.24% due 09/22/11		1,250,000			1,249,824
United States Treasury Notes
1.88% due 06/15/12		1,460,000			1,478,904
Total U.S. Government Treasuries
(amortized cost $12,557,736)					12,557,736
Total Short-Term Investment Securities — 84.8%
(amortized cost $181,883,929)					181,883,929
REPURCHASE AGREEMENT — 15.6%
UBS Securities LLC Joint Repurchase Agreement(1) (cost $33,458,000)		33,458,000			33,458,000
TOTAL INVESTMENTS
(amortized cost $215,341,929)(2)		100.4	%		215,341,929
Liabilities in excess of other assets		(0.4	)		(934,990	)
NET ASSETS —		100.0	%	$	214,406,939

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

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

FRS—Floating Rate Security

The rates shown on FRS are the current interest rates at August 31, 2011 and unless noted otherwise, the dates shown are the original maturity dates.

64

VALIC Company II Money Market II Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

The following is a summary of the inputs used to value the Fund’s net assets as of August 31, 2011 (see Note 2):

	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Observable Inputs		Level 3 - Significant Unobservable Inputs		Total
ASSETS:
Short-Term Investment Securities:
Certificates of Deposit	$	—	$	32,790,000	$	—	$	32,790,000
Commercial Paper		—		11,503,030		—		11,503,030
Corporate Bonds & Notes		—		10,474,678		—		10,474,678
U.S. Government Agencies		—		114,558,485		—		114,558,485
U.S. Government Treasuries		—		12,557,736		—		12,557,736
Repurchase Agreement		—		33,458,000		—		33,458,000
Total	$	—	$	215,341,929	$	—	$	215,341,929

See Notes to Financial Statements

65

VALIC Company II Small Cap Growth Fund

PORTFOLIO PROFILE — August 31, 2011 (Unaudited)

Industry Allocation*

Medical — Biomedical/Gene	3.4	%
Enterprise Software/Service	3.3
Applications Software	2.9
Investment Management/Advisor Services	2.6
Machinery — General Industrial	2.5
Medical — HMO	2.4
Rental Auto/Equipment	2.3
Medical Products	2.2
Electronic Components — Semiconductors	2.1
Computer Software	2.1
Transport — Truck	2.1
Oil — Field Services	2.1
Theaters	2.1
Oil Companies — Exploration & Production	2.1
Patient Monitoring Equipment	1.9
Retail — Apparel/Shoe	1.9
Real Estate Investment Trusts	1.8
Retail — Restaurants	1.8
Schools	1.7
Building & Construction Products — Misc.	1.7
Medical — Drugs	1.7
Aerospace/Defense — Equipment	1.7
Footwear & Related Apparel	1.5
Medical Instruments	1.5
Internet Application Software	1.4
Recreational Centers	1.4
Auto/Truck Parts & Equipment — Original	1.3
Communications Software	1.3
Oil Field Machinery & Equipment	1.2
Internet Security	1.2
Retail — Automobile	1.2
Retirement/Aged Care	1.2
Lighting Products & Systems	1.2
Hotels/Motels	1.2
Banks — Commercial	1.1
Food — Retail	1.0
Semiconductor Components — Integrated Circuits	1.0
Batteries/Battery Systems	1.0
Investment Companies	1.0
Apparel Manufacturers	1.0
Wire & Cable Products	1.0
Satellite Telecom	1.0
Diversified Manufacturing Operations	0.9
Resorts/Theme Parks	0.9
Internet Incubators	0.9
Internet Infrastructure Software	0.9
Finance — Investment Banker/Broker	0.9
Wireless Equipment	0.8
Engineering/R&D Services	0.8
Internet Connectivity Services	0.8
Lasers — System/Components	0.8
Networking Products	0.8
Chemicals — Diversified	0.8
Web Hosting/Design	0.8
Commercial Services	0.8
Distribution/Wholesale	0.7
Therapeutics	0.7
Casino Hotels	0.7
Virtual Reality Products	0.7
Instruments — Scientific	0.7
Seismic Data Collection	0.7
E-Marketing/Info	0.7
Commercial Services — Finance	0.7
Computers — Memory Devices	0.6
Metal Processors & Fabrication	0.6
Consulting Services	0.6
E-Commerce/Services	0.6
Internet Telephone	0.6
Power Converter/Supply Equipment	0.6

MRI/Medical Diagnostic Imaging	0.6	%
Computer Data Security	0.6
Research & Development	0.5
Time Deposits	0.5
Medical — Generic Drugs	0.5
Auction Houses/Art Dealers	0.5
Electronic Components — Misc.	0.5
Machinery — Pumps	0.5
Computers — Integrated Systems	0.5
Auto — Cars/Light Trucks	0.5
Retail — Building Products	0.4
Drug Delivery Systems	0.4
Audio/Video Products	0.2
Medical Imaging Systems	0.1
	98.5	%

* Calculated as a percentage of net assets

66

VALIC Company II Small Cap Growth Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011

Security Description	Shares		Value (Note 2)
COMMON STOCK — 98.0%
Aerospace/Defense - Equipment — 1.7%
HEICO Corp.		23,975	$	1,307,117
Apparel Manufacturers — 1.0%
Oxford Industries, Inc.		22,060		790,189
Applications Software — 2.9%
NetSuite, Inc.†		26,060		837,829
Nuance Communications, Inc.†		35,190		653,126
RealPage, Inc.†		37,280		776,170
				2,267,125
Auction House/Art Dealers — 0.5%
Sotheby’s		10,890		405,217
Audio/Video Products — 0.2%
Skullcandy, Inc.†		8,300		137,282
Auto - Cars/Light Trucks — 0.5%
Tesla Motors, Inc.†		14,300		353,782
Auto/Truck Parts & Equipment - Original — 1.3%
Tenneco, Inc.†		16,400		538,084
Titan International, Inc.		24,000		516,000
				1,054,084
Banks - Commercial — 1.1%
City National Corp.		9,700		435,433
Signature Bank†		7,300		405,953
				841,386
Batteries/Battery Systems — 1.0%
EnerSys†		35,290		792,966
Building & Construction Products - Misc. — 1.7%
Simpson Manufacturing Co., Inc.		27,070		769,600
Trex Co., Inc.†		30,700		559,968
				1,329,568
Casino Hotels — 0.7%
Boyd Gaming Corp.†		91,770		573,563
Chemicals - Diversified — 0.8%
Innospec, Inc.†		22,790		616,470
Commercial Services — 0.8%
ServiceSource International, Inc.†		32,600		589,082
Commercial Services - Finance — 0.7%
Morningstar, Inc.		8,590		512,479
Communications Software — 1.3%
SolarWinds, Inc.†		41,720		1,033,404
Computer Data Security — 0.6%
Fortinet, Inc.†		23,260		444,964
Computer Software — 2.1%
Cornerstone OnDemand, Inc.†		32,800		509,056
DynaVox, Inc., Class A†		87,500		590,625
Envestnet, Inc.†		49,150		580,953
				1,680,634
Computers - Integrated Systems — 0.5%
Riverbed Technology, Inc.†		15,230		377,399
Computers - Memory Devices — 0.6%
Fusion-io, Inc.†		19,850		497,044
Consulting Services — 0.6%
Corporate Executive Board Co.		14,980		493,142
Distribution/Wholesale — 0.7%
Watsco, Inc.		9,700		578,605

Security Description	Shares		Value (Note 2)
Diversified Manufacturing Operations — 0.9%
Carlisle Cos., Inc.		18,790	$	736,756
Drug Delivery Systems — 0.4%
Nektar Therapeutics†		49,000		280,525
E-Commerce/Services — 0.6%
OpenTable, Inc.†		7,700		469,623
E-Marketing/Info — 0.7%
ReachLocal, Inc.†		36,000		523,800
Electronic Components - Misc. — 0.5%
Gentex Corp.		15,170		393,586
Electronic Components - Semiconductors — 2.1%
Cavium, Inc.†		19,520		628,349
Inphi Corp.†		38,230		307,369
Mellanox Technologies, Ltd.†		25,510		751,269
				1,686,987
Engineering/R&D Services — 0.8%
Mistras Group, Inc.†		32,700		660,540
Enterprise Software/Service — 3.3%
Concur Technologies, Inc.†		14,100		589,662
Omnicell, Inc.†		73,160		1,144,223
Taleo Corp., Class A†		34,440		888,896
				2,622,781
Finance - Investment Banker/Broker — 0.9%
Greenhill & Co., Inc.		9,900		351,747
Stifel Financial Corp.†		10,900		327,872
				679,619
Food - Retail — 1.0%
Fresh Market, Inc.†		21,000		810,810
Footwear & Related Apparel — 1.5%
CROCS, Inc.†		10,900		298,224
Deckers Outdoor Corp.†		10,340		919,846
				1,218,070
Hotels/Motels — 1.2%
Gaylord Entertainment Co.†		7,250		182,265
Morgans Hotel Group Co.†		105,630		725,678
				907,943
Instruments - Scientific — 0.7%
Fluidigm Corp.†		40,100		540,949
Internet Application Software — 1.4%
DealerTrack Holdings, Inc.†		41,340		773,885
IntraLinks Holdings, Inc.†		35,340		331,136
				1,105,021
Internet Connectivity Services — 0.8%
Boingo Wireless, Inc.†		74,800		654,500
Internet Incubators — 0.9%
HomeAway, Inc.†		16,500		690,360
Internet Infrastructure Software — 0.9%
TIBCO Software, Inc.†		30,710		687,290
Internet Security — 1.2%
Sourcefire, Inc.†		35,320		975,538
Internet Telephone — 0.6%
BroadSoft, Inc.†		15,500		468,875
Investment Companies — 1.0%
PennantPark Investment Corp.		77,207		790,600

67

VALIC Company II Small Cap Growth Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares		Value (Note 2)
COMMON STOCK (continued)
Investment Management/Advisor Services — 2.6%
Affiliated Managers Group, Inc.†		8,330	$	726,043
Cohen & Steers, Inc.		17,200		665,296
Financial Engines, Inc.†		31,200		695,136
				2,086,475
Lasers - System/Components — 0.8%
Cymer, Inc.†		15,900		643,314
Lighting Products & Systems — 1.2%
Acuity Brands, Inc.		20,290		934,152
Machinery - General Industrial — 2.5%
Middleby Corp.†		12,800		1,031,232
Wabtec Corp.		16,000		974,240
				2,005,472
Machinery - Pumps — 0.5%
Graco, Inc.		9,900		390,852
Medical Imaging Systems — 0.1%
MELA Sciences, Inc.†		43,300		95,260
Medical Instruments — 1.5%
Bruker Corp.†		48,420		689,017
Thoratec Corp.†		15,190		520,409
				1,209,426
Medical Products — 2.2%
Syneron Medical, Ltd.†		78,440		818,129
Tornier BV†		39,500		923,905
				1,742,034
Medical - Biomedical/Gene — 3.4%
Acorda Therapeutics, Inc.†		15,800		411,590
Aegerion Pharmaceuticals, Inc.†		27,500		399,300
Ariad Pharmaceuticals, Inc.†		46,420		456,773
Cubist Pharmaceuticals, Inc.†		24,430		847,476
Halozyme Therapeutics, Inc.†		79,730		542,164
				2,657,303
Medical - Drugs — 1.7%
Idenix Pharmaceuticals, Inc.†		50,300		292,243
Sagent Pharmaceuticals, Inc.†		27,780		638,662
Viropharma, Inc.†		19,170		379,758
				1,310,663
Medical - Generic Drugs — 0.5%
Impax Laboratories, Inc.†		20,650		406,186
Medical - HMO — 2.4%
Health Net, Inc.†		27,400		676,506
Healthspring, Inc.†		31,160		1,216,486
				1,892,992
Metal Processors & Fabrication — 0.6%
Commercial Metals Co.		42,180		495,615
MRI/Medical Diagnostic Imaging — 0.6%
Imris, Inc.†		108,530		465,594
Networking Products — 0.8%
LogMeIn, Inc.†		19,800		618,750
Oil Companies-Exploration & Production — 2.1%
Lone Pine Resources, Inc.†		50,200		488,446
Magnum Hunter Resources Corp.†		121,500		545,535
Petroleum Development Corp.†		25,510		607,393
				1,641,374

Security Description	Shares		Value (Note 2)
Oil Field Machinery & Equipment — 1.2%
Dril-Quip, Inc.†		15,090	$	976,323
Oil - Field Services — 2.1%
CARBO Ceramics, Inc.		4,600		736,690
Superior Energy Services, Inc.†		26,500		935,980
				1,672,670
Patient Monitoring Equipment — 1.9%
Insulet Corp.†		53,790		940,249
Masimo Corp.		22,845		563,586
				1,503,835
Power Converter/Supply Equipment — 0.6%
Generac Holdings, Inc.†		22,700		467,847
Real Estate Investment Trusts — 1.8%
BRE Properties, Inc.		9,500		477,470
Douglas Emmett, Inc.		23,500		423,940
Home Properties, Inc.		7,600		508,212
				1,409,622
Recreational Centers — 1.4%
Life Time Fitness, Inc.†		28,400		1,088,856
Rental Auto/Equipment — 2.3%
Avis Budget Group, Inc.†		70,100		921,815
Zipcar, Inc.†		41,500		872,745
				1,794,560
Research & Development — 0.5%
AVEO Pharmaceuticals, Inc.†		24,580		417,368
Resort/Theme Parks — 0.9%
Vail Resorts, Inc.		17,400		703,482
Retail - Apparel/Shoe — 1.9%
Francesca’s Holdings Corp.†		17,500		401,275
Vera Bradley, Inc.†		31,050		1,089,855
				1,491,130
Retail - Automobile — 1.2%
Rush Enterprises, Inc., Class A†		52,600		967,840
Retail - Building Products — 0.4%
Lumber Liquidators Holdings, Inc.†		18,900		286,146
Retail - Restaurants — 1.8%
BJ’s Restaurants, Inc.†		14,040		648,227
Bravo Brio Restaurant Group, Inc.†		35,910		745,132
				1,393,359
Retirement/Aged Care — 1.2%
Emeritus Corp.†		53,730		939,738
Satellite Telecom — 1.0%
DigitalGlobe, Inc.†		33,480		758,657
Schools — 1.7%
American Public Education, Inc.†		23,870		983,921
Strayer Education, Inc.		3,700		350,205
				1,334,126
Seismic Data Collection — 0.7%
Global Geophysical Services, Inc.†		43,630		526,614
Semiconductor Components-Integrated Circuits — 1.0%
Hittite Microwave Corp.†		14,640		795,245
Theaters — 2.1%
National CineMedia, Inc.		67,390		954,916
Regal Entertainment Group, Class A		53,860		703,950
				1,658,866

68

VALIC Company II Small Cap Growth Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares/ Principal Amount			Value (Note 2)
COMMON STOCK (continued)
Therapeutics — 0.7%
Onyx Pharmaceuticals, Inc.†		16,930		$	576,128
Transport - Truck — 2.1%
Marten Transport, Ltd.		36,300			667,194
Old Dominion Freight Line, Inc.†		31,355			1,007,123
					1,674,317
Virtual Reality Products — 0.7%
RealD, Inc.†		40,620			570,711
Web Hosting/Design — 0.8%
Rackspace Hosting, Inc.†		16,740			612,014
Wire & Cable Products — 1.0%
General Cable Corp.†		25,230			760,685
Wireless Equipment — 0.8%
Aruba Networks, Inc.†		30,990			661,017
Total Long-Term Investment Securities
(cost $77,295,095)					77,216,293
SHORT-TERM INVESTMENT SECURITIES — 0.5%
Time Deposits — 0.5%
Euro Time Deposit with State Street Bank and Trust Co. 0.01% due 09/01/11 (cost $408,000)	$	408,000			408,000
TOTAL INVESTMENTS
(cost $77,703,095) (1)		98.5	%		77,624,293
Other assets less liabilities		1.5			1,214,941
NET ASSETS —		100.0	%	$	78,839,234

† 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, 2011 (see Note 2):

	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Observable Inputs		Level 3 - Significant Unobservable Inputs		Total
ASSETS:
Long-Term Investment Securities:
Common Stock	$	77,216,293	$	—	$	—	$	77,216,293
Short-Term Investment Securities:
Time Deposits		—		408,000		—		408,000
Total	$	77,216,293	$	408,000	$	—	$	77,624,293

See Notes to Financial Statements

69

VALIC Company II Small Cap Value Fund

PORTFOLIO PROFILE — August 31, 2011 (Unaudited)

Industry Allocation*

Banks — Commercial	8.7	%
Real Estate Investment Trusts	6.7
Electronic Components — Misc.	4.4
Telecom Services	3.4
Transport — Marine	3.2
Electric — Integrated	2.7
Medical — Biomedical/Gene	2.4
Food — Misc.	2.2
Repurchase Agreements	2.0
Apparel Manufacturers	1.8
Semiconductor Equipment	1.8
Human Resources	1.7
Oil Companies — Exploration & Production	1.6
Finance — Investment Banker/Broker	1.6
Gas — Distribution	1.6
Gold Mining	1.5
Retail — Office Supplies	1.5
Retail — Apparel/Shoe	1.5
Transport — Truck	1.4
Building & Construction — Misc.	1.4
Machinery — General Industrial	1.2
Oil Field Machinery & Equipment	1.2
Insurance — Life/Health	1.2
Distribution/Wholesale	1.1
Consumer Products — Misc.	1.1
Electronic Components — Semiconductors	1.0
Diversified Manufacturing Operations	1.0
Oil — Field Services	1.0
Retail — Restaurants	1.0
Investment Companies	1.0
Investment Management/Advisor Services	1.0
Auction Houses/Art Dealers	0.9
Telecommunication Equipment	0.9
Savings & Loans/Thrifts	0.9
Insurance — Property/Casualty	0.9
Theaters	0.8
Food — Retail	0.8
Computers — Periphery Equipment	0.8
Medical Labs & Testing Services	0.8
Paper & Related Products	0.8
Footwear & Related Apparel	0.7
Steel — Producers	0.7
Time Deposits	0.7
Oil & Gas Drilling	0.7
Medical Sterilization Products	0.6
Web Portals/ISP	0.6
Data Processing/Management	0.6
Medical — HMO	0.6
Insurance — Multi-line	0.6
Coal	0.5
Beverages — Non-alcoholic	0.5
Metal Processors & Fabrication	0.5
Internet Content — Information/News	0.5
Commercial Services — Finance	0.5
Building — Mobile Home/Manufactured Housing	0.5
Finance — Consumer Loans	0.5
Chemicals — Diversified	0.4
Building Products — Cement	0.4
Medical — Outpatient/Home Medical	0.4
Retail — Regional Department Stores	0.4
Retail — Jewelry	0.4
Lasers — System/Components	0.4
Home Furnishings	0.4
Airlines	0.4
Internet Application Software	0.4
Computer Software	0.4
Building & Construction Products — Misc.	0.3
Precious Metals	0.3
Diversified Operations/Commercial Services	0.3

Insurance — Reinsurance	0.3	%
Food — Canned	0.3
Medical Products	0.3
Television	0.3
Aerospace/Defense	0.3
Telephone — Integrated	0.3
Motion Pictures & Services	0.3
Engineering/R&D Services	0.3
Retail — Drug Store	0.3
Chemicals — Specialty	0.3
Instruments — Controls	0.3
Commercial Services	0.3
Retail — Automobile	0.3
Food — Wholesale/Distribution	0.3
Auto/Truck Parts & Equipment — Original	0.3
Building — Residential/Commercial	0.2
Industrial Automated/Robotic	0.2
Computer Aided Design	0.2
Retail — Appliances	0.2
Rental Auto/Equipment	0.2
Office Furnishings — Original	0.2
Internet Infrastructure Software	0.2
Casino Hotels	0.2
Networking Products	0.2
Medical — Nursing Homes	0.2
Engines — Internal Combustion	0.2
Auto/Truck Parts & Equipment — Replacement	0.2
Toys	0.2
Drug Delivery Systems	0.2
Machinery — Farming	0.2
Transport — Equipment & Leasing	0.2
E-Commerce/Services	0.2
Electronic Parts Distribution	0.1
Silver Mining	0.1
United States Treasury Notes	0.1
Publishing — Books	0.1
Machinery — Material Handling	0.1
Medical — Hospitals	0.1
Consulting Services	0.1
Linen Supply & Related Items	0.1
Aerospace/Defense — Equipment	0.1
Semiconductor Components — Integrated Circuits	0.1
Funeral Services & Related Items	0.1
Advanced Materials	0.1
Chemicals — Plastics	0.1
Energy — Alternate Sources	0.1
Circuit Boards	0.1
Storage/Warehousing	0.1
Schools	0.1
Hazardous Waste Disposal	0.1
Computers — Memory Devices	0.1
Gambling (Non-Hotel)	0.1
Audio/Video Products	0.1
Metal Products — Distribution	0.1
Rubber/Plastic Products	0.1
Multilevel Direct Selling	0.1
Power Converter/Supply Equipment	0.1
Diagnostic Equipment	0.1
Miscellaneous Manufacturing	0.1
Non-Ferrous Metals	0.1
Telecom Equipment — Fiber Optics	0.1
Radio	0.1
Wireless Equipment	0.1
Computer Services	0.1
Water	0.1
Publishing — Newspapers	0.1
Containers — Paper/Plastic	0.1
Transport — Services	0.1
Medical — Drugs	0.1

70

VALIC Company II Small Cap Value Fund

PORTFOLIO PROFILE — August 31, 2011 (Unaudited) — (continued)

Industry Allocation* (continued)

Hotels/Motels	0.1	%
Finance — Auto Loans	0.1
Wire & Cable Products	0.1
Applications Software	0.1
Transport — Air Freight	0.1
Recreational Vehicles	0.1
Enterprise Software/Service	0.1
Office Supplies & Forms	0.1
Financial Guarantee Insurance	0.1
	99.2	%

* Calculated as a percentage of net assets

71

VALIC Company II Small Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011

Security Description	Shares		Value (Note 2)
COMMON STOCK — 96.4%
Advanced Materials — 0.1%
Ceradyne, Inc.†		15,200	$	476,672
Aerospace/Defense — 0.3%
Cubic Corp.		30,918		1,296,392
Aerospace/Defense-Equipment — 0.1%
GenCorp, Inc.†		109,900		489,055
Agricultural Operations — 0.0%
MGP Ingredients, Inc.		11,554		70,826
Airlines — 0.4%
Alaska Air Group, Inc.†		7,100		409,883
Hawaiian Holdings, Inc.†		39,240		164,023
Republic Airways Holdings, Inc.†		68,618		219,578
Skywest, Inc.		52,380		667,845
				1,461,329
Apparel Manufacturers — 1.8%
Carter’s, Inc.†		45,000		1,391,850
Hanesbrands, Inc.†		48,445		1,383,589
Jones Group, Inc.		345,046		4,054,291
Oxford Industries, Inc.		17,800		637,596
				7,467,326
Applications Software — 0.1%
EPIQ Systems, Inc.		16,918		211,813
Tangoe, Inc.†		2,400		26,568
				238,381
Auction Houses/Art Dealers — 0.9%
KAR Auction Services, Inc.†		148,000		2,171,160
Sotheby’s		45,500		1,693,055
				3,864,215
Audio/Video Products — 0.1%
Audiovox Corp., Class A†		23,060		147,815
Skullcandy, Inc.†		13,700		226,598
				374,413
Auto/Truck Parts & Equipment - Original — 0.3%
Meritor, Inc.†		45,978		388,514
Superior Industries International, Inc.		37,300		642,306
				1,030,820
Auto/Truck Parts & Equipment-Replacement — 0.2%
Douglas Dynamics, Inc.		49,500		718,740
Banks - Commercial — 8.7%
1st Source Corp.		15,428		350,987
1st United Bancorp, Inc.†		20,540		109,889
Associated Banc-Corp.		156,500		1,721,500
Bancfirst Corp.		12,640		451,501
Bank of Hawaii Corp.		25,780		1,071,675
Banner Corp.		9,700		149,962
Cathay General Bancorp, Class B		233,110		2,988,470
Centerstate Banks, Inc.		9,400		56,024
Central Pacific Financial Corp.†		10,300		125,557
Century Bancorp, Inc., Class A		1,118		29,862
Chemical Financial Corp.		11,400		197,106
Citizens & Northern Corp.		2,300		37,513
Citizens Republic Bancorp, Inc.†		4,870		38,522
City Holding Co.		27,700		841,249
Community Bank System, Inc.		21,480		537,644
Community Trust Bancorp, Inc.		17,580		443,895
Cullen/Frost Bankers, Inc.		7,120		363,049
CVB Financial Corp.		198,500		1,730,920
East West Bancorp, Inc.		136,909		2,285,011

Security Description	Shares		Value (Note 2)
Banks-Commercial (continued)
Financial Institutions, Inc.		22,100	$	348,296
First Busey Corp.		30,780		149,899
First Citizens BancShares, Inc., Class A		1,240		197,160
First Commonwealth Financial Corp.		209,200		941,400
First Community Bancshares, Inc.		6,900		81,972
First Financial Bancorp		40,598		648,350
First Financial Bankshares, Inc.		5,880		174,107
First Interstate BancSystem, Inc.		18,300		223,077
First Merchants Corp.		7,080		53,737
First Midwest Bancorp, Inc.		58,900		517,142
FirstMerit Corp.		62,975		784,668
FNB Corp.		73,540		659,654
Fulton Financial Corp.		439		4,026
Glacier Bancorp, Inc.		139,000		1,599,890
Hancock Holding Co.		64,821		2,024,360
Heartland Financial USA, Inc.		8,640		129,946
Lakeland Bancorp, Inc.		8,817		74,415
Lakeland Financial Corp.		4,380		95,396
MainSource Financial Group, Inc.		46,700		415,163
MB Financial, Inc.		18,920		308,396
Metro Bancorp, Inc.†		9,300		93,372
Nara Bancorp., Inc.†		21,120		149,952
Oriental Financial Group, Inc.		47,400		524,244
PacWest Bancorp		17,000		272,850
S&T Bancorp, Inc.		3,480		64,554
Sierra Bancorp		2,720		28,614
Simmons First National Corp., Class A		15,220		350,364
Southwest Bancorp, Inc.†		31,880		162,588
State Bancorp, Inc.		9,200		106,812
StellarOne Corp.		5,600		65,856
Sterling Bancorp		281,175		2,412,481
Sterling Financial Corp.†		13,800		193,890
Suffolk Bancorp		2,720		22,304
Susquehanna Bancshares, Inc.		61,600		413,336
SVB Financial Group†		37,020		1,705,881
TCF Financial Corp.		69,540		725,998
Tompkins Financial Corp.		6,248		242,735
Trustmark Corp.		22,800		490,200
UMB Financial Corp.		29,560		1,146,337
Umpqua Holdings Corp.		14,900		145,573
United Community Banks, Inc.†		5,048		52,247
Washington Trust Bancorp, Inc.		5,980		129,108
West Bancorporation, Inc.		2,880		25,402
West Coast Bancorp†		7,920		117,216
Westamerica Bancorporation		8,724		369,985
Wilshire Bancorp, Inc.†		65,000		200,200
Zions Bancorporation		110,000		1,918,400
				35,091,889
Beverages - Non-alcoholic — 0.5%
Cott Corp.†		247,600		1,963,468
Broadcast Services/Program — 0.0%
Crown Media Holdings, Inc., Class A†		15,800		20,856
Nexstar Broadcasting Group, Inc., Class A†		7,500		45,750
Outdoor Channel Holdings, Inc.†		17,000		117,130
				183,736
Building & Construction Products - Misc. — 0.3%
Gibraltar Industries, Inc.†		63,880		567,254
Interline Brands, Inc.†		4,400		63,800
NCI Building Systems, Inc.†		1,568		15,163
Quanex Building Products Corp.		51,720		667,705
Trex Co., Inc.†		5,778		105,391
				1,419,313

72

VALIC Company II Small Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares		Value (Note 2)
COMMON STOCK (continued)
Building & Construction - Misc. — 1.4%
MasTec, Inc.†		260,193	$	5,776,285
Building Products - Cement — 0.4%
Texas Industries, Inc.		48,500		1,727,085
Building Products - Light Fixtures — 0.0%
LSI Industries, Inc.		19,200		141,504
Building - Mobile Home/Manufactured Housing — 0.5%
Thor Industries, Inc.		84,000		1,867,320
Building - Residential/Commercial — 0.2%
MDC Holdings, Inc.		52,500		1,026,900
Casino Hotels — 0.2%
Boyd Gaming Corp.†		128,800		805,000
Casino Services — 0.0%
Scientific Games Corp., Class A†		5,500		48,510
Chemicals - Diversified — 0.4%
Georgia Gulf Corp.†		32,300		684,437
Innophos Holdings, Inc.		25,300		1,052,733
				1,737,170
Chemicals - Plastics — 0.1%
PolyOne Corp.		11,520		145,498
Spartech Corp.†		68,240		300,256
				445,754
Chemicals - Specialty — 0.3%
Minerals Technologies, Inc.		19,980		1,159,040
Circuit Boards — 0.1%
Park Electrochemical Corp.		17,040		421,740
Coal — 0.5%
Cloud Peak Energy, Inc.†		15,400		308,000
James River Coal Co.†		165,100		1,786,382
				2,094,382
Coffee — 0.0%
Farmer Brothers Co.		3,800		21,546
Commercial Services — 0.3%
Convergys Corp.†		28,700		305,655
PHH Corp.†		35,580		674,953
ServiceSource International, Inc.†		7,100		128,297
				1,108,905
Commercial Services - Finance — 0.5%
Advance America Cash Advance Centers, Inc.		35,540		297,114
DFC Global Corp.†		50,257		1,109,172
Euronet Worldwide, Inc.†		19,200		312,384
Global Cash Access Holdings, Inc.†		49,620		148,860
				1,867,530
Computer Aided Design — 0.2%
Aspen Technology, Inc.†		58,058		974,794
Computer Services — 0.1%
Ciber, Inc.†		29,060		95,317
Stream Global Services, Inc.†		10,100		27,674
Unisys Corp.†		9,846		173,191
				296,182
Computer Software — 0.4%
Avid Technology, Inc.†		147,100		1,447,464
Computers - Integrated Systems — 0.0%
Agilysys, Inc.†		15,400		139,370

Security Description	Shares		Value (Note 2)
Computers - Memory Devices — 0.1%
Fusion-io, Inc.†		10,600	$	265,424
Imation Corp.†		16,800		116,592
				382,016
Computers - Periphery Equipment — 0.8%
Electronics for Imaging, Inc.†		227,420		3,231,638
Consulting Services — 0.1%
FTI Consulting, Inc.†		1,400		50,932
ICF International, Inc.†		14,400		326,448
Zillow, Inc.†		4,200		156,156
				533,536
Consumer Products - Misc. — 1.1%
American Greetings Corp., Class A		29,220		620,048
Blyth, Inc.		20,292		1,155,021
Central Garden and Pet Co., Class A†		158,360		1,246,293
CSS Industries, Inc.		3,500		62,125
Helen of Troy, Ltd.†		23,220		697,065
Prestige Brands Holdings, Inc.†		55,740		600,320
				4,380,872
Containers - Paper/Plastic — 0.1%
Graphic Packaging Holding Co.†		64,500		271,545
Data Processing/Management — 0.6%
CSG Systems International, Inc.†		48,042		641,841
Fair Isaac Corp.		16,920		432,306
Schawk, Inc.		99,600		1,212,132
				2,286,279
Diagnostic Equipment — 0.1%
Affymetrix, Inc.†		62,880		352,128
Distribution/Wholesale — 1.1%
Beacon Roofing Supply, Inc.†		19,500		361,920
School Specialty, Inc.†		212,400		2,019,924
United Stationers, Inc.		68,400		2,157,336
				4,539,180
Diversified Manufacturing Operations — 1.0%
Federal Signal Corp.		15,848		86,372
Leggett & Platt, Inc.		45,598		1,011,820
Standex International Corp.		14,600		424,860
Tredegar Corp.		38,160		638,798
Trinity Industries, Inc.		73,500		2,025,660
				4,187,510
Diversified Operations/Commercial Services — 0.3%
Chemed Corp.		23,500		1,364,175
Drug Delivery Systems — 0.2%
Alkermes, Inc.†		38,900		674,526
E-Commerce/Services — 0.2%
Orbitz Worldwide, Inc.†		100,400		255,016
United Online, Inc.		69,758		378,088
				633,104
Educational Software — 0.0%
Renaissance Learning, Inc.		9,500		147,820
Electric-Integrated — 2.7%
Avista Corp.		56,080		1,423,311
Black Hills Corp.		10,740		328,644
El Paso Electric Co.		48,300		1,670,697
NorthWestern Corp.		46,018		1,560,470
Pike Electric Corp.†		224,400		1,893,936
Portland General Electric Co.		57,400		1,384,488
Unisource Energy Corp.		16,540		626,204

73

VALIC Company II Small Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares		Value (Note 2)
COMMON STOCK (continued)
Electric-Integrated (continued)
Westar Energy, Inc.		70,500	$	1,878,825
				10,766,575
Electronic Components - Misc. — 4.4%
Bel Fuse, Inc., Class B		5,200		90,168
CTS Corp.		18,340		176,064
Jabil Circuit, Inc.		139,500		2,350,575
Methode Electronics, Inc.		26,980		263,595
Vishay Intertechnology, Inc.†		147,700		1,683,780
Zagg, Inc.†		894,430		13,443,283
				18,007,465
Electronic Components-Semiconductors — 1.0%
DSP Group, Inc.†		17,880		115,684
IXYS Corp.†		10,800		129,600
Lattice Semiconductor Corp.†		50,080		281,950
Microsemi Corp.†		11,000		170,830
MIPS Technologies, Inc.†		16,380		91,728
OmniVision Technologies, Inc.†		89,800		1,652,320
Semtech Corp.†		76,500		1,631,745
Supertex, Inc.†		7,300		142,423
				4,216,280
Electronic Parts Distribution — 0.1%
Tech Data Corp.†		12,918		608,179
Energy - Alternate Sources — 0.1%
Headwaters, Inc.†		8,820		18,963
KiOR, Inc., Class A†		25,200		347,760
Solazyme, Inc.†		4,200		58,842
				425,565
Engineering/R&D Services — 0.3%
Argan, Inc.†		4,211		43,668
EMCOR Group, Inc.†		49,698		1,138,581
				1,182,249
Engines - Internal Combustion — 0.2%
Briggs & Stratton Corp.		46,200		746,130
Enterprise Software/Service — 0.1%
MicroStrategy, Inc., Class A†		1,840		226,099
Entertainment Software — 0.0%
THQ, Inc.†		11,400		22,230
Finance - Auto Loans — 0.1%
Credit Acceptance Corp.†		3,530		244,064
Finance - Consumer Loans — 0.5%
Ocwen Financial Corp.†		24,440		337,272
World Acceptance Corp.†		23,158		1,508,744
				1,846,016
Finance - Investment Banker/Broker — 1.6%
Interactive Brokers Group, Inc., Class A		89,000		1,335,890
Investment Technology Group, Inc.†		51,500		586,070
Knight Capital Group, Inc., Class A†		171,444		2,213,342
Oppenheimer Holdings, Inc., Class A		9,000		178,650
Piper Jaffray Cos.†		7,860		187,304
Stifel Financial Corp.†		62,500		1,880,000
				6,381,256
Finance - Mortgage Loan/Banker — 0.0%
Doral Financial Corp.†		26,600		43,358
Finance - Other Services — 0.0%
Imperial Holdings, Inc.†		9,800		72,716

Security Description	Shares		Value (Note 2)
Financial Guarantee Insurance — 0.1%
MGIC Investment Corp.†		73,100	$	190,060
PMI Group, Inc.†		75,920		19,739
				209,799
Food - Canned — 0.3%
TreeHouse Foods, Inc.†		24,700		1,353,066
Food - Misc. — 2.2%
B&G Foods, Inc.		213,504		3,887,908
J&J Snack Foods Corp.		25,000		1,265,250
M&F Worldwide Corp.†		3,580		78,402
RalCorp Holdings, Inc.†		42,500		3,679,225
				8,910,785
Food - Retail — 0.8%
Fresh Market, Inc.†		14,900		575,289
Winn-Dixie Stores, Inc.†		357,700		2,757,867
				3,333,156
Food - Wholesale/Distribution — 0.3%
Chefs’ Warehouse Holdings LLC†		38,100		552,450
Nash Finch Co.		2,320		73,776
Spartan Stores, Inc.		26,100		421,254
				1,047,480
Footwear & Related Apparel — 0.7%
Deckers Outdoor Corp.†		32,289		2,872,430
Funeral Services & Related Items — 0.1%
Stewart Enterprises, Inc., Class A		80,420		487,345
Gambling (Non-Hotel) — 0.1%
Isle of Capri Casinos, Inc.†		57,980		379,189
Gas - Distribution — 1.6%
Laclede Group, Inc.		41,900		1,663,430
New Jersey Resources Corp.		3,760		177,133
Nicor, Inc.		33,260		1,849,256
Piedmont Natural Gas Co., Inc.		7,460		230,514
South Jersey Industries, Inc.		27,791		1,432,070
Southwest Gas Corp.		24,440		904,769
UGI Corp.		1,680		49,997
				6,307,169
Gold Mining — 1.5%
Midway Gold Corp.†		751,497		1,998,982
US Gold Corp.†		674,022		4,172,196
				6,171,178
Hazardous Waste Disposal — 0.1%
EnergySolutions, Inc.		109,300		385,829
Home Furnishings — 0.4%
Ethan Allen Interiors, Inc.		72,000		1,237,680
La-Z-Boy, Inc.†		35,800		315,040
				1,552,720
Hotel/Motels — 0.1%
Wyndham Worldwide Corp.		7,800		253,344
Housewares — 0.0%
Lifetime Brands, Inc.		3,900		41,340
Human Resources — 1.7%
AMN Healthcare Services, Inc.†		228,800		1,260,688
Barrett Business Services, Inc.		3,600		51,516
Cross Country Healthcare, Inc.†		69,748		343,858
Korn/Ferry International†		65,500		1,065,030
Resources Connection, Inc.		234,700		2,454,962
TrueBlue, Inc.†		119,392		1,677,457
				6,853,511

74

VALIC Company II Small Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares		Value (Note 2)
COMMON STOCK (continued)
Industrial Automated/Robotic — 0.2%
Cognex Corp.		25,140	$	804,480
Hurco Cos., Inc.†		7,044		193,569
				998,049
Instruments - Controls — 0.3%
Watts Water Technologies, Inc., Class A		39,860		1,128,835
Insurance - Life/Health — 1.2%
American Equity Investment Life Holding Co.		108,298		1,093,810
CNO Financial Group, Inc.†		66,820		429,652
Delphi Financial Group, Inc., Class A		30,816		745,131
FBL Financial Group, Inc., Class A		3,706		108,104
StanCorp Financial Group, Inc.		67,958		2,076,117
Symetra Financial Corp.		16,557		177,491
Universal American Corp.		9,400		103,306
				4,733,611
Insurance - Multi-line — 0.6%
Horace Mann Educators Corp.		169,180		2,253,478
Insurance - Property/Casualty — 0.9%
American Safety Insurance Holdings, Ltd.†		2,354		44,632
Arch Capital Group, Ltd.†		16,600		559,088
Hallmark Financial Services, Inc.†		11,800		81,892
Harleysville Group, Inc.		22,060		632,460
Meadowbrook Insurance Group, Inc.		16,480		154,582
ProAssurance Corp.†		9,440		684,967
Selective Insurance Group, Inc.		87,018		1,323,544
				3,481,165
Insurance - Reinsurance — 0.3%
Axis Capital Holdings, Ltd.		10,440		299,210
Platinum Underwriters Holdings, Ltd.		33,600		1,058,400
				1,357,610
Internet Application Software — 0.4%
DealerTrack Holdings, Inc.†		73,200		1,370,304
S1 Corp.†		8,420		77,380
				1,447,684
Internet Connectivity Services — 0.0%
Boingo Wireless, Inc.†		9,300		81,375
Internet Content - Information/News — 0.5%
WebMD Health Corp.†		53,000		1,873,020
Internet Infrastructure Software — 0.2%
Responsys, Inc.†		6,200		90,272
TIBCO Software, Inc.†		32,940		737,197
				827,469
Investment Companies — 1.0%
Fifth Street Finance Corp.		347,532		3,444,042
Gladstone Capital Corp.		14,540		117,629
Gladstone Investment Corp.		13,000		88,790
MCG Capital Corp.		58,040		275,109
NGP Capital Resources Co.		16,501		117,322
				4,042,892
Investment Management/Advisor Services — 1.0%
Affiliated Managers Group, Inc.†		6,320		550,851
GAMCO Investors, Inc., Class A		5,700		278,274
Janus Capital Group, Inc.		229,360		1,674,328
U.S. Global Investors, Inc., Class A		218,498		1,514,191
				4,017,644

Security Description	Shares		Value (Note 2)
Lasers - System/Components — 0.4%
Coherent, Inc.†		31,840	$	1,407,646
Newport Corp.†		13,322		172,387
				1,580,033
Leisure Products — 0.0%
Brunswick Corp.		8,400		133,476
Linen Supply & Related Items — 0.1%
G&K Services, Inc., Class A		17,760		501,187
Machinery - Farming — 0.2%
AGCO Corp.†		15,360		658,022
Machinery - General Industrial — 1.2%
Applied Industrial Technologies, Inc.		40,300		1,233,986
Flow International Corp.†		620,100		1,581,255
Kadant, Inc.†		10,100		235,330
Wabtec Corp.		28,500		1,735,365
				4,785,936
Machinery - Material Handling — 0.1%
Cascade Corp.		3,140		134,235
NACCO Industries, Inc., Class A		5,580		428,042
				562,277
Machinery - Pumps — 0.0%
Tecumseh Products Co., Class A†		3,880		30,962
Medical Information Systems — 0.0%
ePocrates, Inc.†		2,900		30,827
Medical Labs & Testing Services — 0.8%
Covance, Inc.†		63,500		3,147,060
Medical Laser Systems — 0.0%
LCA - Vision, Inc.†		25,800		73,014
Medical Products — 0.3%
Greatbatch, Inc.†		60,400		1,349,940
Medical Sterilization Products — 0.6%
STERIS Corp.		78,000		2,510,040
Medical - Biomedical/Gene — 2.4%
Bio-Rad Laboratories, Inc., Class A†		18,210		1,827,191
Charles River Laboratories International, Inc.†		65,500		2,169,360
Exelixis, Inc.†		56,400		421,872
Incyte Corp., Ltd.†		222,749		3,579,577
InterMune, Inc.†		14,200		381,980
Lexicon Pharmaceuticals, Inc.†		271,700		369,512
Medicines Co.†		51,500		750,870
Pacific Biosciences of California, Inc.†		8,800		62,304
				9,562,666
Medical - Drugs — 0.1%
Achillion Pharmaceuticals, Inc.†		17,700		108,855
Sagent Pharmaceuticals, Inc.†		6,600		151,734
				260,589
Medical - HMO — 0.6%
Magellan Health Services, Inc.†		41,642		2,076,687
WellCare Health Plans, Inc.†		4,000		183,320
				2,260,007
Medical - Hospitals — 0.1%
Vanguard Health Systems, Inc.†		42,000		543,480
Medical - Nursing Homes — 0.2%
Skilled Healthcare Group, Inc. Class A†		138,700		753,141
Medical - Outpatient/Home Medical — 0.4%
Amedisys, Inc.†		101,000		1,713,970

75

VALIC Company II Small Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares		Value (Note 2)
COMMON STOCK (continued)
Metal Processors & Fabrication — 0.5%
LB Foster Co., Class A		4,900	$	120,050
Mueller Industries, Inc.		11,260		530,796
Worthington Industries, Inc.		75,640		1,229,150
				1,879,996
Metal Products - Distribution — 0.1%
A.M. Castle & Co.†		30,300		367,842
Metal - Aluminum — 0.0%
Noranda Aluminium Holding Corp.†		8,900		101,193
Miscellaneous Manufacturing — 0.1%
American Railcar Industries, Inc.†		19,100		349,721
Motion Pictures & Services — 0.3%
DreamWorks Animation SKG, Inc., Class A†		57,000		1,203,840
Multilevel Direct Selling — 0.1%
Nu Skin Enterprises, Inc., Class A		8,540		361,157
Multimedia — 0.0%
Demand Media, Inc.†		4,500		38,925
Journal Communications, Inc., Class A†		29,080		107,305
				146,230
Networking Products — 0.2%
Anixter International, Inc.		5,600		330,456
Black Box Corp.		17,480		432,106
				762,562
Non - Ferrous Metals — 0.1%
Uranerz Energy Corp.†		139,558		332,148
Office Furnishings - Original — 0.2%
HNI Corp.		19,120		394,254
Knoll, Inc.		8,860		140,165
Steelcase, Inc., Class A		40,938		338,967
				873,386
Office Supplies & Forms — 0.1%
ACCO Brands Corp.†		31,320		213,602
Oil & Gas Drilling — 0.7%
Hercules Offshore, Inc.†		560,114		2,363,681
Pioneer Drilling Co.†		25,840		326,618
				2,690,299
Oil Companies - Exploration & Production — 1.6%
Energy Partners, Ltd.†		53,800		716,616
Gastar Exploration, Ltd.†		546,448		2,267,759
Oasis Petroleum, Inc.†		31,000		819,020
Panhandle Oil and Gas, Inc., Class A		1,822		51,727
Petroquest Energy, Inc.†		118,400		899,840
Stone Energy Corp.†		26,920		710,957
W&T Offshore, Inc.		44,900		948,288
				6,414,207
Oil Field Machinery & Equipment — 1.2%
Complete Production Services, Inc.†		88,300		2,565,998
Dril - Quip, Inc.†		31,000		2,005,700
Gulf Island Fabrication, Inc.		7,000		172,200
				4,743,898
Oil Refining & Marketing — 0.0%
Alon USA Energy, Inc.		7,800		72,462
Oil - Field Services — 1.0%
C&J Energy Services, Inc.†		9,200		240,488
Cal Dive International, Inc.†		140,860		409,902
Helix Energy Solutions Group, Inc.†		7,440		125,662

Security Description	Shares		Value (Note 2)
Oil - Field Services (continued)
Oceaneering International, Inc.		44,000	$	1,878,360
Tesco Corp.†		14,500		242,150
Tetra Technologies, Inc.†		124,400		1,275,100
				4,171,662
Paper & Related Products — 0.8%
Buckeye Technologies, Inc.		10,978		298,492
Domtar Corp.		5,720		459,430
Neenah Paper, Inc.		25,440		444,691
P.H. Glatfelter Co.		132,800		1,907,008
				3,109,621
Physical Therapy/Rehabilitation Centers — 0.0%
U.S. Physical Therapy, Inc.		8,100		160,866
Power Converter/Supply Equipment — 0.1%
Powell Industries, Inc.†		2,811		105,188
Power-One, Inc.†		33,200		250,992
				356,180
Precious Metals — 0.3%
Coeur d’Alene Mines Corp.†		49,300		1,402,585
Printing - Commercial — 0.0%
American Reprographics Co.†		19,200		75,072
Publishing - Books — 0.1%
Cambium Learning Group, Inc.†		5,400		16,146
Scholastic Corp.		19,900		552,424
				568,570
Publishing - Newspapers — 0.1%
McClatchy Co., Class A†		162,300		275,910
Publishing - Periodicals — 0.0%
Value Line, Inc.		1,200		14,652
Radio — 0.1%
Entercom Communications Corp., Class A†		48,940		299,023
Real Estate Investment Trusts — 6.7%
Anworth Mortgage Asset Corp.		262,740		1,889,101
Apartment Investment & Management Co., Class A		31,879		847,025
Ashford Hospitality Trust, Inc.		106,580		863,298
Brandywine Realty Trust		5,956		59,203
Capstead Mortgage Corp.		151,800		2,020,458
CBL & Associates Properties, Inc.		101,240		1,489,240
Colonial Properties Trust		6,493		136,483
DCT Industrial Trust, Inc.		310,240		1,399,182
DiamondRock Hospitality Co.		51,734		400,421
EastGroup Properties, Inc.		4,060		164,065
Education Realty Trust, Inc.		96,018		864,162
Equity Lifestyle Properties, Inc.		19,500		1,343,940
Extra Space Storage, Inc.		122,900		2,642,350
FelCor Lodging Trust, Inc.†		56,700		194,481
First Industrial Realty Trust, Inc.†		20,418		192,746
Getty Realty Corp.		13,400		254,734
Home Properties, Inc.		64,000		4,279,680
Hospitality Properties Trust		31,240		733,515
LaSalle Hotel Properties		12,978		243,986
Lexington Realty Trust		115,576		852,951
LTC Properties, Inc.		16,020		432,380
MFA Financial, Inc.		48,658		364,448
Mission West Properties, Inc.		58,460		457,157
MPG Office Trust, Inc.†		54,000		150,120
Parkway Properties, Inc.		24,500		332,710
Pennsylvania Real Estate Investment Trust		30,880		318,373
Potlatch Corp.		9,400		315,464
PS Business Parks, Inc.		21,500		1,175,405
RLJ Lodging Trust		14,566		193,145

76

VALIC Company II Small Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares		Value (Note 2)
COMMON STOCK (continued)
Real Estate Investment Trusts (continued)
Strategic Hotels & Resorts, Inc.†		24,038	$	114,902
Sunstone Hotel Investors, Inc.†		70,368		425,023
Taubman Centers, Inc.		10,300		593,589
U-Store-It Trust		120,860		1,298,036
				27,041,773
Recreational Centers — 0.0%
Town Sports International Holdings, Inc.†		3,900		29,289
Recreational Vehicles — 0.1%
Arctic Cat, Inc.†		14,500		227,360
Rental Auto/Equipment — 0.2%
Electro Rent Corp.		600		8,874
Rent-A-Center, Inc.		27,940		787,349
Zipcar, Inc.†		3,800		79,914
				876,137
Retail - Apparel/Shoe — 1.5%
Aeropostale, Inc.†		92,000		1,028,560
Destination Maternity Corp.		100,574		1,413,065
Finish Line, Inc., Class A		35,540		714,354
JOS. A. Bank Clothiers, Inc.†		35,500		1,819,375
Liz Claiborne, Inc.†		58,700		306,414
Talbots, Inc.†		222,300		653,562
				5,935,330
Retail - Appliances — 0.2%
Conn’s, Inc.†		163,191		935,084
Retail - Automobile — 0.3%
Group 1 Automotive, Inc.		26,500		1,106,375
Retail - Convenience Store — 0.0%
Pantry, Inc.†		1,500		18,750
Retail - Drug Store — 0.3%
Rite Aid Corp.†		1,056,800		1,162,480
Retail-Hair Salons — 0.0%
Regis Corp.		6,920		102,208
Retail - Jewelry — 0.4%
Signet Jewelers, Ltd.†		40,965		1,595,177
Retail - Leisure Products — 0.0%
Steinway Musical Instruments, Inc.†		2,540		63,170
Retail - Misc./Diversified — 0.0%
Teavana Holdings, Inc.†		2,800		72,660
Retail-Office Supplies — 1.5%
OfficeMax, Inc.†		981,000		6,150,870
Retail-Regional Department Stores — 0.4%
Bon-Ton Stores, Inc.		32,500		227,825
Dillard’s, Inc., Class A		29,840		1,380,995
				1,608,820
Retail - Restaurants — 1.0%
Biglari Holdings, Inc.†		3,600		1,185,336
Dunkin’ Brands Group, Inc.†		4,200		110,628
O’Charley’s, Inc.†		65,540		368,335
Papa John’s International, Inc.†		5,150		153,212
PF Chang’s China Bistro, Inc.		68,500		2,064,590
Ruth’s Hospitality Group, Inc.†		44,272		234,199
				4,116,300
Rubber/Plastic Products — 0.1%
Myers Industries, Inc.		33,658		366,199

Security Description		Shares		Value (Note 2)
Savings & Loans/Thrifts — 0.9%
Astoria Financial Corp.			39,638	$	404,704
BankFinancial Corp.			3,148		24,334
BankUnited, Inc.			56,200		1,317,890
Capitol Federal Financial, Inc.			3,400		36,482
Dime Community Bancshares, Inc.			139,752		1,685,409
ESB Financial Corp.			3,800		46,132
First Financial Holdings, Inc.			3,600		22,680
OceanFirst Financial Corp.			8,720		103,768
WSFS Financial Corp.			3,958		138,530
					3,779,929
Schools — 0.1%	��
Lincoln Educational Services Corp.			39,600		389,268
Seismic Data Collection — 0.0%
Geokinetics, Inc.†			5,900		26,904
Semiconductor Components-Integrated Circuits — 0.1%
Emulex Corp.†			10,000		68,900
Exar Corp.†			20,500		124,230
Integrated Device Technology, Inc.†			23,560		133,350
Sigma Designs, Inc.†			20,000		161,200
					487,680
Semiconductor Equipment — 1.8%
ATMI, Inc.†			82,000		1,404,660
Brooks Automation, Inc.†			22,380		211,715
Entegris, Inc.†			535,332		4,025,697
LTX-Credence Corp.†			103,200		587,208
Novellus Systems, Inc.†			18,960		530,311
Photronics, Inc.†			9,500		61,560
Rudolph Technologies, Inc.†			16,380		111,548
Tessera Technologies, Inc.†			29,400		413,952
					7,346,651
Silver Mining — 0.1%
Hecla Mining Co.†			75,500		579,085
Steel Pipe & Tube — 0.0%
Mueller Water Products, Inc., Class A			47,740		110,757
Steel - Producers — 0.7%
AK Steel Holding Corp.			309,500		2,782,405
Storage/Warehousing — 0.1%
Wesco Aircraft Holdings, Inc.†			32,200		396,382
Telecom Equipment-Fiber Optics — 0.1%
Oplink Communications, Inc.†			18,720		309,442
Telecom Services — 3.4%
Consolidated Communications Holdings, Inc.			12,913		246,767
USA Mobility, Inc.			46,500		705,405
Vonage Holdings Corp.†			3,588,798		12,991,449
					13,943,621
Telecommunication Equipment — 0.9%
Arris Group, Inc.†			31,600		345,072
Comtech Telecommunications Corp.			60,700		1,689,888
Plantronics, Inc.			54,000		1,730,700
Tekelec†			6,400		46,080
					3,811,740
Telephone - Integrated — 0.3%
Alaska Communications Systems Group, Inc.			34,800		264,480
General Communication, Inc., Class A†			116,000		1,030,080
					1,294,560
Television — 0.3%
Belo Corp., Class A			32,018		174,498

77

VALIC Company II Small Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares		Value (Note 2)
COMMON STOCK (continued)
Television (continued)
LIN TV Corp., Class A†		45,100	$	139,359
Sinclair Broadcast Group, Inc., Class A		127,840		998,431
				1,312,288
Textile - Apparel — 0.0%
Cherokee, Inc.		8,900		123,265
Unifi, Inc.†		3,366		37,767
				161,032
Theaters — 0.8%
Regal Entertainment Group, Class A		261,900		3,423,033
Toys — 0.2%
JAKKS Pacific, Inc.†		40,698		691,866
Transport - Air Freight — 0.1%
Atlas Air Worldwide Holdings, Inc.†		4,838		237,449
Transport - Equipment & Leasing — 0.2%
Aircastle, Ltd.		26,100		307,197
Amerco, Inc.†		600		43,986
TAL International Group, Inc.		10,000		292,100
				643,283
Transport - Marine — 3.2%
DHT Holdings, Inc.		59,900		178,502
Excel Maritime Carriers, Ltd.†		34,100		68,541
Frontline, Ltd.		3,960		30,848
Golar LNG, Ltd.		378,287		12,479,688
International Shipholding Corp.		9,478		173,448
				12,931,027
Transport - Rail — 0.0%
RailAmerica, Inc.†		10,800		147,420
Transport - Services — 0.1%
Pacer International, Inc.†		58,300		263,516
Transport - Truck — 1.4%
Arkansas Best Corp.		9,320		192,458
Celadon Group, Inc.†		8,020		93,994
Forward Air Corp.		67,000		1,903,470
Heartland Express, Inc.		6,400		97,280
Landstar System, Inc.		61,500		2,490,135
Saia, Inc.†		46,820		560,436
Werner Enterprises, Inc.		23,380		544,286
				5,882,059
Water — 0.1%
California Water Service Group		10,460		197,485
Consolidated Water Co., Ltd.		10,300		83,945
				281,430

Security Description	Shares/ Principal Amount			Value (Note 2)
Web Portals/ISP — 0.6%
EarthLink, Inc.		301,600		$	2,225,808
Pandora Media, Inc.†		7,600			100,320
					2,326,128
Wire & Cable Products — 0.1%
Insteel Industries, Inc.		22,903			240,023
Wireless Equipment — 0.1%
InterDigital, Inc.		2,680			188,672
RF Micro Devices, Inc.†		17,700			109,917
					298,589
Total Common Stock
(cost $378,980,024)					390,335,600
U.S. GOVERNMENT TREASURIES — 0.1%
United States Treasury Notes — 0.1%
0.75% due 11/30/11(1)
(cost $572,490)	$	570,000			571,002
Total Long-Term Investment Securities
(cost $379,552,514)					390,906,602
SHORT-TERM INVESTMENT SECURITIES — 0.7%
Time Deposits — 0.7%
Euro Time Deposit with State Street Bank and Trust Co. 0.01% due 09/01/11
(cost $2,749,000)		2,749,000			2,749,000
REPURCHASE AGREEMENTS — 2.0%
Agreement with State Street Bank and Trust Co., bearing interest at 0.00%, dated 08/31/11, to be repurchased 09/01/11 in the amount of $1,120,000 and collateralized by $1,140,000 of Federal National Mtg. Assoc. Notes bearing interest at 3.20% due 09/15/20 and having an approximate value of $1,158,525		1,120,000			1,120,000
State Street Bank and Trust Co. Joint Repurchase Agreement(2)		6,918,000			6,918,000
Total Repurchase Agreements
(cost $8,038,000)					8,038,000
TOTAL INVESTMENTS
(cost $390,339,514)(3)		99.2	%		401,693,602
Other assets less liabilities		0.8			3,054,769
NET ASSETS —		100.0	%	$	404,748,371

† Non-income producing security

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

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

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

Open Futures Contracts
Number of Contracts		Type	Description	Expiration Month		Value at Trade Date		Value as of August 31, 2011		Unrealized Appreciation (Depreciation)
	68	Long	Russell 2000 Mini Index		September 2011	$	5,074,730	$	4,938,160	$	(136,570	)

78

VALIC Company II Small Cap Value Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

The following is a summary of the inputs used to value the Fund’s net assets as of August 31, 2011 (see Note 2):

	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Observable Inputs		Level 3 - Significant Unobservable Inputs		Total
ASSETS:
Long-Term Investment Securities:
Common Stock:
Banks - Commercial	$	35,091,889	$	—	$	—	$	35,091,889
Real Estate Investment Trusts		27,041,773		—		—		27,041,773
Other Industries*		328,201,938		—		—		328,201,938
U.S. Government Treasuries		—		571,002		—		571,002
Short-Term Investment Securities:
Time Deposits		—		2,749,000		—		2,749,000
Repurchase Agreements		—		8,038,000		—		8,038,000
Total Assets	$	390,335,600	$	11,358,002	$	—	$	401,693,602
LIABILITIES:
Other Financial Instruments:@
Open Futures Contracts - Depreciation	$	136,570	$	—	$	—	$	136,570

* Sum of all other industries each of which individually has an aggregate market value of less than 5% of net assets. For a detailed presentation of common stocks by industry classification, please refer to the Portfolio of Investments.

@ 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

79

VALIC Company II Socially Responsible Fund

PORTFOLIO PROFILE — August 31, 2011 (Unaudited)

Industry Allocation*

Computers	4.4	%
Repurchase Agreements	4.3
Diversified Banking Institutions	4.1
Oil Companies — Exploration & Production	3.6
Applications Software	3.4
Cosmetics & Toiletries	3.4
Banks — Super Regional	3.1
Multimedia	3.0
Computer Services	2.8
Medical Products	2.7
Electric — Integrated	2.7
Beverages — Non-alcoholic	2.5
Medical — Biomedical/Gene	2.4
Medical — Drugs	2.2
Electronic Components — Semiconductors	2.1
Oil — Field Services	2.0
Food — Misc.	2.0
Oil Companies — Integrated	1.9
Wireless Equipment	1.8
Medical — HMO	1.8
Telephone — Integrated	1.8
Insurance — Multi-line	1.7
Commercial Services — Finance	1.6
Cable/Satellite TV	1.5
Web Portals/ISP	1.4
Pipelines	1.4
Industrial Gases	1.4
Finance — Credit Card	1.4
Transport — Services	1.2
Enterprise Software/Service	1.2
Diversified Manufacturing Operations	1.2
Insurance — Property/Casualty	1.2
Real Estate Investment Trusts	1.1
Investment Management/Advisor Services	1.0
Transport — Rail	1.0
Food — Wholesale/Distribution	1.0
E-Commerce/Services	0.9
Banks — Fiduciary	0.9
Retail — Drug Store	0.8
E-Commerce/Products	0.8
Computers — Memory Devices	0.7
Oil Field Machinery & Equipment	0.7
Gas — Distribution	0.7
Electric Products — Misc.	0.7
Medical Instruments	0.6
Non-Hazardous Waste Disposal	0.6
Banks — Commercial	0.6
Insurance Brokers	0.6
Retail-Building Products	0.5
Retail — Restaurants	0.5
Insurance — Life/Health	0.5
Retail — Discount	0.5
U.S. Government Treasuries	0.5
Medical — Wholesale Drug Distribution	0.5
Semiconductor Equipment	0.4
Auto/Truck Parts & Equipment — Original	0.4
Apparel Manufacturers	0.4
Cruise Lines	0.4
Retail — Apparel/Shoe	0.4
Finance — Other Services	0.4
Athletic Footwear	0.4
Chemicals — Diversified	0.3
Pharmacy Services	0.3
Engines — Internal Combustion	0.3
Oil & Gas Drilling	0.3
Instruments — Scientific	0.3
Hotels/Motels	0.3
Television	0.2
Cellular Telecom	0.2

Chemicals — Specialty	0.2	%
Industrial Automated/Robotic	0.2
Metal — Iron	0.2
Food — Retail	0.2
Aerospace/Defense	0.2
Vitamins & Nutrition Products	0.2
Distribution/Wholesale	0.2
Retail — Office Supplies	0.2
Electronic Measurement Instruments	0.2
Retail — Bedding	0.2
Medical — Generic Drugs	0.2
Electronics — Military	0.2
Tools — Hand Held	0.2
Office Automation & Equipment	0.2
Motorcycle/Motor Scooter	0.2
Semiconductor Components — Integrated Circuits	0.2
Internet Security	0.2
Machinery — General Industrial	0.2
Commercial Services	0.2
Coal	0.1
Engineering/R&D Services	0.1
Machinery — Construction & Mining	0.1
Food — Confectionery	0.1
Finance — Investment Banker/Broker	0.1
Retail — Jewelry	0.1
Retail — Automobile	0.1
Machinery — Pumps	0.1
Telecommunication Equipment	0.1
Medical Information Systems	0.1
Toys	0.1
Electronic Components — Misc.	0.1
Networking Products	0.1
Dialysis Centers	0.1
Containers — Metal/Glass	0.1
Computers — Integrated Systems	0.1
Advertising Agencies	0.1
Hazardous Waste Disposal	0.1
Filtration/Separation Products	0.1
Electronic Connectors	0.1
Retail — Regional Department Stores	0.1
Data Processing/Management	0.1
	99.9	%

* Calculated as a percentage of net assets

80

VALIC Company II Socially Responsible Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011

Security Description	Shares		Value (Note 2)
COMMON STOCK — 95.1%
Advertising Agencies — 0.1%
Omnicom Group, Inc.		12,530	$	508,091
Aerospace/Defense — 0.2%
Rockwell Collins, Inc.		28,887		1,457,638
Apparel Manufacturers — 0.4%
Coach, Inc.		23,961		1,347,087
Ralph Lauren Corp.		3,406		466,997
VF Corp.		8,179		957,434
				2,771,518
Applications Software — 3.4%
Citrix Systems, Inc.†		4,573		276,346
Intuit, Inc.†		5,273		260,117
Microsoft Corp.		801,941		21,331,631
Salesforce.com, Inc.†		5,144		662,290
				22,530,384
Athletic Footwear — 0.4%
NIKE, Inc., Class B		26,349		2,283,141
Audio/Video Products — 0.0%
Harman International Industries, Inc.		2,051		74,226
Auto - Heavy Duty Trucks — 0.0%
PACCAR, Inc.		5,653		212,722
Auto/Truck Parts & Equipment-Original — 0.4%
Johnson Controls, Inc.		87,795		2,798,905
Banks - Commercial — 0.6%
BB&T Corp.		151,765		3,382,842
Regions Financial Corp.		92,045		417,884
				3,800,726
Banks - Fiduciary — 0.9%
Bank of New York Mellon Corp.		87,086		1,800,068
Northern Trust Corp.		40,951		1,573,747
State Street Corp.		64,843		2,303,223
				5,677,038
Banks - Super Regional — 3.1%
Capital One Financial Corp.		57,401		2,643,316
KeyCorp		171,923		1,141,569
PNC Financial Services Group, Inc.		53,519		2,683,443
US Bancorp		156,378		3,629,533
Wells Fargo & Co.		388,559		10,141,390
				20,239,251
Beverages - Non-alcoholic — 2.5%
PepsiCo, Inc.		256,651		16,536,024
Cable/Satellite TV — 1.5%
Cablevision Systems Corp., Class A		26,379		476,405
Comcast Corp., Class A		238,911		5,138,976
DIRECTV, Class A†		98,247		4,319,920
				9,935,301
Cellular Telecom — 0.2%
MetroPCS Communications, Inc.†		51,659		576,515
Sprint Nextel Corp.†		272,270		1,023,735
				1,600,250
Chemicals - Diversified — 0.3%
FMC Corp.		2,934		222,778
PPG Industries, Inc.		25,474		1,951,054
				2,173,832

Security Description	Shares		Value (Note 2)
Chemicals - Specialty — 0.2%
International Flavors & Fragrances, Inc.		10,075	$	584,551
Sigma-Aldrich Corp.		14,422		928,633
				1,513,184
Coal — 0.1%
Alpha Natural Resources, Inc.†		29,139		963,627
Commercial Services — 0.2%
Iron Mountain, Inc.		30,185		982,220
Commercial Services-Finance — 1.6%
Automatic Data Processing, Inc.		46,498		2,326,295
H&R Block, Inc.		67,083		1,014,295
Mastercard, Inc., Class A		7,469		2,462,604
Moody’s Corp.		15,164		467,506
Paychex, Inc.		55,420		1,495,232
Visa, Inc., Class A		26,518		2,330,402
Western Union Co.		31,003		512,169
				10,608,503
Computer Aided Design — 0.0%
Autodesk, Inc.†		6,018		169,708
Computer Services — 2.8%
Accenture PLC, Class A		47,936		2,568,890
Cognizant Technology Solutions Corp., Class A†		19,101		1,211,959
Computer Sciences Corp.		31,102		953,587
International Business Machines Corp.		81,075		13,937,603
				18,672,039
Computers — 4.4%
Apple, Inc.†		54,870		21,115,622
Dell, Inc.†		165,092		2,454,092
Hewlett-Packard Co.		192,454		5,009,578
				28,579,292
Computers - Integrated Systems — 0.1%
Teradata Corp.†		9,783		512,238
Computers - Memory Devices — 0.7%
EMC Corp.†		141,230		3,190,385
NetApp, Inc.†		20,161		758,457
SanDisk Corp.†		8,520		312,258
Western Digital Corp.†		10,967		323,417
				4,584,517
Containers - Metal/Glass — 0.1%
Ball Corp.		14,860		533,771
Cosmetics & Toiletries — 3.4%
Colgate-Palmolive Co.		25,821		2,323,115
Estee Lauder Cos., Inc., Class A		6,766		660,768
Procter & Gamble Co.		303,275		19,312,552
				22,296,435
Cruise Lines — 0.4%
Carnival Corp.		80,159		2,647,652
Data Processing/Management — 0.1%
Fidelity National Information Services, Inc.		11,321		319,026
Dialysis Centers — 0.1%
DaVita, Inc.†		7,617		560,459
Distribution/Wholesale — 0.2%
Fastenal Co.		19,379		648,809
WW Grainger, Inc.		4,486		691,293
				1,340,102

81

VALIC Company II Socially Responsible Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares		Value (Note 2)
COMMON STOCK (continued)
Diversified Banking Institutions — 4.1%
Citigroup, Inc.		360,274	$	11,186,508
JPMorgan Chase & Co.		337,970		12,694,153
Morgan Stanley		181,058		3,168,515
				27,049,176
Diversified Manufacturing Operations — 1.2%
Danaher Corp.		57,645		2,640,717
Eaton Corp.		33,446		1,436,506
Ingersoll-Rand PLC		46,472		1,557,277
ITT Corp.		6,154		291,330
Parker Hannifin Corp.		27,988		2,055,159
				7,980,989
E-Commerce/Products — 0.8%
Amazon.com, Inc.†		24,100		5,188,489
E-Commerce/Services — 0.9%
eBay, Inc.†		86,640		2,674,577
Expedia, Inc.		20,640		625,598
Netflix, Inc.†		2,636		619,486
priceline.com, Inc.†		3,376		1,813,790
				5,733,451
Electric Products - Misc. — 0.7%
Emerson Electric Co.		91,763		4,271,568
Molex, Inc.		2,443		53,379
				4,324,947
Electric - Integrated — 2.7%
CMS Energy Corp.		74,213		1,461,996
Consolidated Edison, Inc.		136,563		7,676,206
Integrys Energy Group, Inc.		99,908		5,002,394
Northeast Utilities		50,018		1,735,625
TECO Energy, Inc.		82,310		1,506,273
Wisconsin Energy Corp.		5,722		181,044
				17,563,538
Electronic Components - Misc. — 0.1%
Jabil Circuit, Inc.		37,905		638,699
Electronic Components - Semiconductors — 2.1%
Altera Corp.		26,722		972,413
Broadcom Corp., Class A†		28,462		1,014,670
Intel Corp.		517,421		10,415,685
LSI Corp.†		32,459		221,046
National Semiconductor Corp.		21,764		541,924
NVIDIA Corp.†		43,022		572,623
Xilinx, Inc.		7,511		233,892
				13,972,253
Electronic Connectors — 0.1%
Amphenol Corp., Class A		7,492		351,974
Electronic Forms — 0.0%
Adobe Systems, Inc.†		9,067		228,851
Electronic Measurement Instruments — 0.2%
Agilent Technologies, Inc.†		35,264		1,300,184
Electronics - Military — 0.2%
L-3 Communications Holdings, Inc.		17,444		1,183,052
Energy - Alternate Sources — 0.0%
First Solar, Inc.†		2,296		229,554
Engineering/R&D Services — 0.1%
Fluor Corp.		15,510		941,767

Security Description	Shares		Value (Note 2)
Engines - Internal Combustion — 0.3%
Cummins, Inc.		22,909	$	2,128,704
Enterprise Software/Service — 1.2%
BMC Software, Inc.†		83		3,371
CA, Inc.		13,309		279,356
Oracle Corp.		276,116		7,750,576
				8,033,303
Filtration/Separation Products — 0.1%
Pall Corp.		7,536		385,316
Finance - Consumer Loans — 0.0%
SLM Corp.		21,186		290,884
Finance - Credit Card — 1.4%
American Express Co.		150,244		7,468,629
Discover Financial Services		58,683		1,476,465
				8,945,094
Finance - Investment Banker/Broker — 0.1%
Charles Schwab Corp.		62,981		776,556
Finance - Other Services — 0.4%
CME Group, Inc.		5,680		1,517,242
NASDAQ OMX Group, Inc.†		7,016		166,209
NYSE Euronext		28,221		769,869
				2,453,320
Food - Confectionery — 0.1%
Hershey Co.		9,586		562,219
J.M. Smucker Co.		4,972		358,431
				920,650
Food - Dairy Products — 0.0%
Dean Foods Co.†		26,354		227,699
Food - Meat Products — 0.0%
Hormel Foods Corp.		7,331		202,409
Food - Misc. — 2.0%
Campbell Soup Co.		111,738		3,561,090
General Mills, Inc.		84,177		3,191,150
H.J. Heinz Co.		42,123		2,217,355
Kellogg Co.		70,800		3,845,856
				12,815,451
Food - Retail — 0.2%
SUPERVALU, Inc.		39,747		316,784
Whole Foods Market, Inc.		17,649		1,165,363
				1,482,147
Food - Wholesale/Distribution — 1.0%
Sysco Corp.		224,803		6,278,748
Gas - Distribution — 0.7%
CenterPoint Energy, Inc.		114,901		2,299,169
Nicor, Inc.		15,217		846,065
NiSource, Inc.		61,721		1,318,361
				4,463,595
Hazardous Waste Disposal — 0.1%
Stericycle, Inc.†		5,270		462,232
Hotels/Motels — 0.3%
Marriott International, Inc., Class A		50,182		1,469,329
Starwood Hotels & Resorts Worldwide, Inc.		9,302		414,497
				1,883,826

82

VALIC Company II Socially Responsible Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares		Value (Note 2)
COMMON STOCK (continued)
Industrial Automated/Robotic — 0.2%
Rockwell Automation, Inc.		23,388	$	1,499,872
Industrial Gases — 1.4%
Air Products & Chemicals, Inc.		49,973		4,091,290
Praxair, Inc.		52,035		5,124,927
				9,216,217
Instruments - Scientific — 0.3%
Thermo Fisher Scientific, Inc.†		36,117		1,983,907
Insurance Brokers — 0.6%
AON Corp.		33,243		1,553,445
Marsh & McLennan Cos., Inc.		74,129		2,203,114
				3,756,559
Insurance - Life/Health — 0.5%
Principal Financial Group, Inc.		3,184		80,746
Prudential Financial, Inc.		61,781		3,102,024
				3,182,770
Insurance - Multi-line — 1.7%
ACE, Ltd.		57,015		3,682,029
Hartford Financial Services Group, Inc.		139,112		2,662,603
Loews Corp.		61,056		2,296,927
MetLife, Inc.		68,972		2,317,459
				10,959,018
Insurance - Property/Casualty — 1.2%
Chubb Corp.		48,573		3,006,183
Progressive Corp.		57,762		1,107,875
Travelers Cos., Inc.		73,362		3,701,847
				7,815,905
Internet Security — 0.2%
Symantec Corp.†		59,836		1,026,187
Investment Management/Advisor Services — 1.0%
Ameriprise Financial, Inc.		27,401		1,252,226
BlackRock, Inc.		13,122		2,161,850
Franklin Resources, Inc.		12,221		1,465,542
Invesco, Ltd.		55,141		1,009,080
T. Rowe Price Group, Inc.		13,487		721,285
				6,609,983
Machinery - Construction & Mining — 0.1%
Joy Global, Inc.		11,112		927,296
Machinery - General Industrial — 0.2%
Roper Industries, Inc.		13,044		1,003,736
Machinery - Pumps — 0.1%
Flowserve Corp.		7,647		721,418
Medical Information Systems — 0.1%
Cerner Corp.†		9,839		648,980
Medical Instruments — 0.6%
Edwards Lifesciences Corp.†		1,663		125,473
Intuitive Surgical, Inc.†		743		283,343
Medtronic, Inc.		85,520		2,999,186
St. Jude Medical, Inc.		12,599		573,759
				3,981,761
Medical Products — 2.7%
Johnson & Johnson		257,447		16,940,013
Stryker Corp.		16,930		826,861
				17,766,874

Security Description	Shares		Value (Note 2)
Medical - Biomedical/Gene — 2.4%
Amgen, Inc.		124,149	$	6,878,475
Biogen Idec, Inc.†		20,324		1,914,521
Celgene Corp.†		57,474		3,417,979
Gilead Sciences, Inc.†		84,725		3,379,257
				15,590,232
Medical - Drugs — 2.2%
Allergan, Inc.		13,193		1,079,319
Bristol - Myers Squibb Co.		417,328		12,415,508
Forest Laboratories, Inc.†		26,734		915,372
				14,410,199
Medical - Generic Drugs — 0.2%
Mylan, Inc.†		26,222		544,369
Watson Pharmaceuticals, Inc.†		10,114		678,851
				1,223,220
Medical - HMO — 1.8%
Aetna, Inc.		39,229		1,570,337
CIGNA Corp.		30,334		1,417,811
Coventry Health Care, Inc.†		22,436		737,696
Humana, Inc.		16,987		1,318,871
UnitedHealth Group, Inc.		87,682		4,166,648
WellPoint, Inc.		38,461		2,434,581
				11,645,944
Medical - Hospitals — 0.0%
Tenet Healthcare Corp.†		2,441		12,888
Medical - Wholesale Drug Distribution — 0.5%
AmerisourceBergen Corp.		9,560		378,385
Cardinal Health, Inc.		33,184		1,410,320
McKesson Corp.		14,917		1,192,316
				2,981,021
Metal - Iron — 0.2%
Cliffs Natural Resources, Inc.		17,940		1,486,329	��
Motorcycle/Motor Scooter — 0.2%
Harley - Davidson, Inc.		28,455		1,100,070
Multimedia — 3.0%
McGraw - Hill Cos., Inc.		22,804		960,276
News Corp., Class A		174,199		3,008,417
Time Warner, Inc.		190,019		6,016,002
Viacom, Inc., Class B		61,855		2,983,885
Walt Disney Co.		202,164		6,885,706
				19,854,286
Networking Products — 0.1%
Juniper Networks, Inc.†		29,424		615,844
Non - Hazardous Waste Disposal — 0.6%
Republic Services, Inc.		129,882		3,943,218
Office Automation & Equipment — 0.2%
Xerox Corp.		140,195		1,163,618
Oil & Gas Drilling — 0.3%
Diamond Offshore Drilling, Inc.		5,865		373,776
Helmerich & Payne, Inc.		10,683		609,145
Nabors Industries, Ltd.†		27,486		506,842
Noble Corp.		8,784		296,548
Rowan Cos., Inc.†		6,252		225,509
				2,011,820

83

VALIC Company II Socially Responsible Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares		Value (Note 2)
COMMON STOCK (continued)
Oil Companies - Exploration & Production — 3.6%
Anadarko Petroleum Corp.		40,731	$	3,003,911
Apache Corp.		39,229		4,043,333
Cabot Oil & Gas Corp.		8,817		668,858
Chesapeake Energy Corp.		54,949		1,779,798
Denbury Resources, Inc.†		32,982		526,063
Devon Energy Corp.		49,327		3,345,850
EOG Resources, Inc.		19,259		1,783,191
EQT Corp.		22,027		1,317,655
Newfield Exploration Co.†		10,986		560,835
Noble Energy, Inc.		17,907		1,582,263
Pioneer Natural Resources Co.		12,216		954,925
QEP Resources, Inc.		71,283		2,509,875
Range Resources Corp.		11,754		761,189
Southwestern Energy Co.†		21,053		798,961
				23,636,707
Oil Companies - Integrated — 1.9%
Hess Corp.		58,447		3,468,245
Marathon Petroleum Corp.		119,897		4,443,383
Murphy Oil Corp.		88,676		4,751,260
				12,662,888
Oil Field Machinery & Equipment — 0.7%
Cameron International Corp.†		18,858		979,862
FMC Technologies, Inc.†		25,366		1,127,772
National Oilwell Varco, Inc.		36,236		2,395,924
				4,503,558
Oil - Field Services — 2.0%
Baker Hughes, Inc.		37,140		2,269,626
Halliburton Co.		71,622		3,177,868
Schlumberger, Ltd.		97,035		7,580,374
				13,027,868
Pharmacy Services — 0.3%
Express Scripts, Inc.†		22,451		1,053,850
Medco Health Solutions, Inc.†		20,474		1,108,462
				2,162,312
Pipelines — 1.4%
El Paso Corp.		105,280		2,015,059
Oneok, Inc.		20,875		1,480,037
Spectra Energy Corp.		147,744		3,836,912
Williams Cos., Inc.		71,811		1,938,179
				9,270,187
Real Estate Investment Trusts — 1.1%
Boston Properties, Inc.		315		32,851
Equity Residential		17,290		1,057,802
Host Hotels & Resorts, Inc.		103,649		1,226,168
Prologis, Inc.		34,861		949,265
Public Storage		1,383		171,119
Simon Property Group, Inc.		32,015		3,761,762
				7,198,967
Real Estate Management/Services — 0.0%
CB Richard Ellis Group, Inc., Class A†		12,304		186,529
Retail - Apparel/Shoe — 0.4%
Abercrombie & Fitch Co., Class A		5,576		354,689
Gap, Inc.		16,198		267,591
Limited Brands, Inc.		35,474		1,338,789
Ross Stores, Inc.		8,677		664,008
				2,625,077

Security Description	Shares		Value (Note 2)
Retail - Automobile — 0.1%
CarMax, Inc.†		26,578	$	747,108
Retail - Bedding — 0.2%
Bed Bath & Beyond, Inc.†		21,625		1,229,597
Retail - Building Products — 0.5%
Lowe’s Cos., Inc.		175,120		3,490,142
Retail - Discount — 0.5%
Costco Wholesale Corp.		38,365		3,013,187
Retail - Drug Store — 0.8%
CVS Caremark Corp.		150,001		5,386,536
Retail - Jewelry — 0.1%
Tiffany & Co.		10,767		774,793
Retail - Office Supplies — 0.2%
Staples, Inc.		89,492		1,319,112
Retail - Regional Department Stores — 0.1%
Kohl’s Corp.		7,085		328,319
Retail - Restaurants — 0.5%
Chipotle Mexican Grill, Inc.†		1,946		609,818
Darden Restaurants, Inc.		1,631		78,451
Starbucks Corp.		65,715		2,537,913
				3,226,182
Savings & Loans/Thrifts — 0.0%
Hudson City Bancorp, Inc.		44,575		276,811
Schools — 0.0%
DeVry, Inc.		671		29,645
Semiconductor Components - Integrated Circuits — 0.2%
Analog Devices, Inc.		32,274		1,065,687
Semiconductor Equipment — 0.4%
Applied Materials, Inc.		159,638		1,807,102
KLA-Tencor Corp.		19,841		727,768
Teradyne, Inc.†		22,198		268,596
				2,803,466
Telecom Equipment - Fiber Optics — 0.0%
JDS Uniphase Corp.†		20,239		262,500
Telecommunication Equipment — 0.1%
Harris Corp.		17,466		704,753
Telephone - Integrated — 1.8%
CenturyLink, Inc.		171,024		6,182,518
Frontier Communications Corp.		402,941		3,018,028
Windstream Corp.		180,076		2,286,965
				11,487,511
Television — 0.2%
CBS Corp., Class B		64,226		1,608,861
Tools - Hand Held — 0.2%
Snap-On, Inc.		1,410		74,603
Stanley Black & Decker, Inc.		17,597		1,090,662
				1,165,265
Toys — 0.1%
Mattel, Inc.		24,090		647,298
Transport - Rail — 1.0%
CSX Corp.		124,618		2,734,119
Norfolk Southern Corp.		55,126		3,730,928
				6,465,047

84

VALIC Company II Socially Responsible Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares		Value (Note 2)
COMMON STOCK (continued)
Transport - Services — 1.2%
C.H. Robinson Worldwide, Inc.		8,850	$	623,925
Expeditors International of Washington, Inc.		24,123		1,097,596
FedEx Corp.		76,543		6,025,465
Ryder System, Inc.		7,495		352,865
				8,099,851
Vitamins & Nutrition Products — 0.2%
Mead Johnson Nutrition Co.		19,833		1,413,101
Web Portals/ISP — 1.4%
Google, Inc., Class A†		16,603		8,981,559
Yahoo!, Inc.†		29,718		404,313
				9,385,872
Wireless Equipment — 1.8%
American Tower Corp., Class A†		57,609		3,102,821
Motorola Mobility Holdings, Inc.†		11,243		424,086
Motorola Solutions, Inc.†		33,664		1,416,918
QUALCOMM, Inc.		132,058		6,795,704
				11,739,529
Total Long-Term Investment Securities
(cost $591,521,412)				624,402,116

Security Description	Principal Amount			Value (Note 2)
SHORT-TERM INVESTMENT SECURITIES — 0.5%
U.S. Government Treasuries — 0.5%
United States Treasury Bills 0.05% due 09/15/11(1) (cost $2,999,948)	$	3,000,000		$	2,999,948
REPURCHASE AGREEMENT — 4.3%
State Street Bank and Trust Co. Joint Repurchase Agreement(2) (cost $28,283,000)		28,283,000			28,283,000
TOTAL INVESTMENTS
(cost $622,804,360)(3)		99.9	%		655,685,064
Other assets less liabilities		0.1			709,547
NET ASSETS —		100.0	%	$	656,394,611

† Non-income producing security

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

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

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

Open Futures Contracts
Number of Contracts		Type	Description	Expiration Month		Value at Trade Date		Value as of August 31, 2011		Unrealized Appreciation (Depreciation)
	530	Long	S&P 500 E-Mini Index		September 2011	$	31,756,141	$	32,269,050	$	512,909

The following is a summary of the inputs used to value the Fund’s net assets as of August 31, 2011 (see Note 2):

	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Observable Inputs		Level 3 - Significant Unobservable Inputs		Total
ASSETS:
Long-Term Investment Securities:
Common Stock	$	624,402,116	$	—	$	—	$	624,402,116
Short-Term Investment Securities:
U.S. Government Treasuries		—		2,999,948		—		2,999,948
Repurchase Agreement		—		28,283,000		—		28,283,000
Other Financial Instruments:@
Open Futures Contracts —Appreciation		512,909		—		—		512,909
Total	$	624,915,025	$	31,282,948	$	—	$	656,197,973

@ 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

85

VALIC Company II Strategic Bond Fund

PORTFOLIO PROFILE — August 31, 2011 (Unaudited)

Industry Allocation*

Sovereign	15.9	%
Federal National Mtg. Assoc.	8.5
Diversified Financial Services	5.8
United States Treasury Notes	5.1
Time Deposits	4.8
Federal Home Loan Mtg. Corp.	3.6
Oil Companies — Exploration & Production	3.0
Diversified Banking Institutions	2.4
Banks — Commercial	2.1
Cellular Telecom	1.6
Telephone-Integrated	1.6
Cable/Satellite TV	1.4
Coal	1.3
Pipelines	1.2
Medical — Hospitals	1.1
Casino Hotels	1.0
United States Treasury Bonds	0.9
Oil Companies — Integrated	0.9
Electric — Generation	0.9
Paper & Related Products	0.9
Auto — Cars/Light Trucks	0.9
Banks — Super Regional	0.9
Independent Power Producers	0.9
Electric — Integrated	0.9
Steel — Producers	0.9
Real Estate Investment Trusts	0.8
Insurance — Multi-line	0.8
Rental Auto/Equipment	0.8
Government National Mtg. Assoc.	0.7
Finance — Investment Banker/Broker	0.7
Real Estate Operations & Development	0.7
Containers — Metal/Glass	0.6
Chemicals — Plastics	0.6
Telecom Services	0.5
Finance — Auto Loans	0.5
Building & Construction Products — Misc.	0.5
Broadcast Services/Program	0.5
Finance — Other Services	0.5
Medical — Biomedical/Gene	0.4
Medical Products	0.4
Building — Residential/Commercial	0.4
Banks-Special Purpose	0.4
Diversified Manufacturing Operations	0.4
Commercial Services	0.4
Decision Support Software	0.4
Airlines	0.4
Auto/Truck Parts & Equipment — Original	0.4
Financial Guarantee Insurance	0.4
Retail — Drug Store	0.4
Transport — Services	0.4
Building Products — Cement	0.4
Chemicals — Diversified	0.4
Oil — Field Services	0.3
Therapeutics	0.3
Consumer Products-Misc.	0.3
Containers — Paper/Plastic	0.3
Real Estate Management/Services	0.3
Retail — Restaurants	0.3
Insurance — Life/Health	0.3
Advertising Services	0.3
Insurance — Mutual	0.3
Sovereign Agency	0.3
Electronic Components — Semiconductors	0.3
Medical — Drugs	0.3
Computer Services	0.3
Medical Instruments	0.3
Banks — Money Center	0.3
Marine Services	0.3
Multimedia	0.3

Gold Mining	0.3	%
Music	0.3
Building — Heavy Construction	0.3
Retail — Toy Stores	0.2
Oil Refining & Marketing	0.2
Publishing — Newspapers	0.2
Satellite Telecom	0.2
Computers — Memory Devices	0.2
Food — Canned	0.2
Auto — Heavy Duty Trucks	0.2
Dialysis Centers	0.2
Food — Misc.	0.2
Aerospace/Defense — Equipment	0.2
Distribution/Wholesale	0.2
MRI/Medical Diagnostic Imaging	0.2
Electronic Components — Misc.	0.2
Retail — Jewelry	0.2
Computer Graphics	0.2
Retail — Discount	0.2
Web Hosting/Design	0.2
Special Purpose Entities	0.2
Funeral Services & Related Items	0.2
Data Processing/Management	0.2
Firearms & Ammunition	0.2
Advanced Materials	0.2
Non — Hazardous Waste Disposal	0.2
Diversified Operations	0.2
Capacitors	0.2
Transport — Rail	0.2
Theaters	0.2
Oil Field Machinery & Equipment	0.2
Private Corrections	0.2
Cosmetics & Toiletries	0.2
Retail-Regional Department Stores	0.2
Food — Meat Products	0.2
Oil & Gas Drilling	0.2
Gas — Transportation	0.2
Retail — Propane Distribution	0.2
Chemicals — Specialty	0.2
Municipal Bonds	0.1
Printing — Commercial	0.1
Aerospace/Defense	0.1
Food — Retail	0.1
Seismic Data Collection	0.1
Consulting Services	0.1
Home Furnishings	0.1
Metal — Aluminum	0.1
Metal — Diversified	0.1
Wire & Cable Products	0.1
Transport — Marine	0.1
Casino Services	0.1
Storage/Warehousing	0.1
Regional Authority	0.1
Retail — Apparel/Shoe	0.1
Petrochemicals	0.1
Investment Companies	0.1
Motion Pictures & Services	0.1
Electric — Distribution	0.1
Diversified Minerals	0.1
Beverages — Non-alcoholic	0.1
Medical Labs & Testing Services	0.1
Banks — Mortgage	0.1
Import/Export	0.1
Banks — Fiduciary	0.1
Office Automation & Equipment	0.1
Television	0.1
Electronics — Military	0.1
Gambling (Non-Hotel)	0.1
Finance — Leasing Companies	0.1

86

VALIC Company II Strategic Bond Fund

PORTFOLIO PROFILE — August 31, 2011 (Unaudited) — (continued)

Industry Allocation* (continued)

Metal — Copper	0.1	%
Schools	0.1
Gas — Distribution	0.1
	98.8	%

Credit Quality†#

AAA	5.5	%
AA	22.7
A	6.1
BBB	15.3
BB	20.5
B	21.3
CCC	3.5
CC	0.1
C	0.1
Not Rated@	4.9
	100.0	%

* Calculated as a percentage of net assets.

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

† Source: Standard and Poors

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

87

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011

Security Description	Principal Amount(15)		Value (Note 2)
ASSET BACKED SECURITIES — 5.6%
Diversified Financial Services — 5.6%
Avis Budget Rental Car Funding AESOP LLC Series 2010-5A, Class A 3.15% due 03/20/17*	$	500,000	$	515,752
Banc of America Merril Lynch Commercial Mtg., Inc. Series 2006-5, Class AM 5.45% due 09/10/47(1)		500,000		424,697
Cajun Global LLC Series 2011-1A, Class A2 5.96% due 02/20/41*		492,045		523,988
Citibank Omni Master Trust Series 2009-A17, Class A17 4.90% due 11/15/18*		1,500,000		1,639,095
Commercial Mtg. Pass Through Certs. VRS Series 2005-C6, Class B 5.42% due 06/10/44(1)		1,000,000		823,858
Countrywide Asset-Backed Certs. VRS Series 2004-BC2, Class M2 1.79% due 02/25/34		86,444		75,737
Dominos Pizza Master Issuer LLC Series 2007-1, Class A2 5.26% due 04/25/37*		275,000		277,063
Entergy Arkansas Restoration Funding LLC Series 2010A, Class A1 2.30% due 08/01/21		193,319		199,442
Extended Stay America Trust Series 2010-ESHA, Class D 5.50% due 11/05/27*(1)		1,000,000		947,737
FDIC Structured Sale Guar. Notes Series 2010-S1, Class 2A 3.25% due 04/25/38*(2)		2,349,209		2,439,885
Ford Credit Floorplan Master Owner Trust Series 2010-3, Class A1 4.20% due 02/15/17*		1,125,000		1,226,399
GE Capital Commercial Mtg. Corp. Series 2007-C1, Class A4 5.54% due 12/10/49(1)		1,900,000		1,978,637
GMAC Mtg. Corp Loan Trust Series 2010-1, Class A 4.25% due 07/25/40*(2)		25,810		25,869
GS Mtg. Securities Trust VRS Series 2007-GG10, Class A4 6.00% due 08/10/45(1)		2,422,744		2,558,379
GSAA Trust VRS Series 2006-11, Class 2A2 0.38% due 07/25/36		5,446,893		2,368,467
Harborview Mtg. Loan Trust VRS Series 2006-14, Class 2A1A 0.36% due 01/25/47(2)		2,249,542		1,241,217
JP Morgan Chase Commercial Mtg. Securities Corp. VRS Series 2010-RR1, Class WBB 5.93% due 06/20/49*(1)		1,929,000		1,800,042
JP Morgan Mtg. Acquisition Corp. VRS Series 2006-CH2, Class AV3 0.32% due 10/25/36		1,500,000		1,222,650
LB-UBS Commercial Mtg. Trust VRS Series 2007-C7, Class AM 6.37% due 09/15/45(1)		1,500,000		1,272,577
Merrill Lynch Mtg. Investors, Inc. VRS Series 2005-A9, Class 3A1 2.79% due 12/25/35(2)		1,031,532		793,834
Merrill Lynch/Countrywide Commercial Mtg. Trust VRS Series 2007-8, Class AM 6.17% due 08/12/49(1)		500,000		429,471

Security Description	Principal Amount(15)		Value (Note 2)
Diversified Financial Services — (continued)
Morgan Stanley Capital I VRS Series 2006-IQ12, Class AJ 5.40% due 12/15/43(1)	$	2,000,000	$	1,200,718
Morgan Stanley Capital I VRS Series 2005-IQ10, Class B 5.49% due 09/15/42(1)		150,000		142,399
Morgan Stanley Capital I VRS Series 2006-HQ9, Class B 5.83% due 07/12/44(1)		1,112,000		893,609
Sierra Receivables Funding Co. LLC Series 2010-3A, Class A 3.51% due 11/20/25*		127,205		128,912
Sonic Capital LLC Series 2011-1A, Class A2 5.44% due 05/20/41*		260,035		265,561
Wachovia Bank Commercial Mtg. Trust VRS Series 2003-C7, Class J 5.36% due 10/15/35*(1)		2,750,000		1,968,392
Wells Fargo Mtg. Backed Securities Trust VRS Series 2006-8, Class A2 0.62% due 07/25/36(2)		527,143		510,169
Total Asset Backed Securities
(cost $29,973,687)				27,894,556
U.S. CORPORATE BONDS & NOTES — 43.0%
Advanced Materials — 0.2%
Polymer Group, Inc. Senior Sec. Notes 7.75% due 02/01/19*		900,000		891,000
Advertising Services — 0.3%
Checkout Holding Corp. Senior Notes zero coupon due 11/15/15*		1,065,000		628,350
Visant Corp. Company Guar. Notes 10.00% due 10/01/17		1,035,000		1,009,125
				1,637,475
Aerospace/Defense — 0.1%
Lockheed Martin Corp. Senior Notes 4.25% due 11/15/19		331,000		361,594
Lockheed Martin Corp. Senior Notes 6.15% due 09/01/36		306,000		351,429
				713,023
Aerospace/Defense - Equipment — 0.2%
BE Aerospace, Inc. Senior Notes 6.88% due 10/01/20		1,110,000		1,137,750
Airlines — 0.3%
Atlas Air, Inc. Pass Through Certs. Series 1991-1, Class A-2 6.88% due 04/02/14(3)		47,458		45,085
Atlas Air, Inc. Pass Through Certs. Series 1991-1, Class A-1 7.20% due 01/02/19(3)		343,998		326,798
Atlas Air, Inc. Pass Through Certs. Series 1991-1, Class B 7.63% due 01/02/15(3)		345,110		293,344

88

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount(15)		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Airlines (continued)
Delta Air Lines, Inc. Senior Sec. Notes 9.50% due 09/15/14*	$	978,000	$	1,002,450
				1,667,677
Applications Software — 0.0%
SS&C Technologies, Inc. Company Guar. Notes 11.75% due 12/01/13		125,000		126,875
Auto - Cars/Light Trucks — 0.6%
Chrysler Group LLC/CG Co-Issuer, Inc. Senior Sec. Notes 8.25% due 06/15/21*		1,965,000		1,699,725
Daimler Finance North America LLC FRS Company Guar. Notes 0.86% due 03/28/14*		800,000		800,194
Daimler Finance North America LLC Company Guar. Notes 3.00% due 03/28/16*		568,000		591,275
				3,091,194
Auto - Heavy Duty Trucks — 0.2%
Navistar International Corp. Company Guar. Notes 8.25% due 11/01/21		1,150,000		1,190,250
Auto/Truck Parts & Equipment - Original — 0.4%
Cooper-Standard Automotive, Inc. Company Guar. Notes 8.50% due 05/01/18		930,000		948,600
Dana Holding Corp. Senior Notes 6.75% due 02/15/21		1,000,000		980,000
				1,928,600
Auto/Truck Parts & Equipment - Replacement — 0.0%
Exide Corp. Escrow Notes 10.00% due 04/15/05†(3)(4)		150,000		0
Banks - Commercial — 0.7%
Associated Banc-Corp. Senior Notes 5.13% due 03/28/16		854,000		891,504
Branch Banking & Trust Co. FRS Sub. Notes 0.60% due 05/23/17		168,000		151,927
CIT Group, Inc. Sec. Notes 7.00% due 05/01/17		1,908,138		1,884,286
KeyBank NA Sub. Notes 7.41% due 10/15/27		52,000		59,498
US Bank NA FRS Sub. Notes 3.78% due 04/29/20		153,000		160,844
Zions Bancorp Senior Notes 7.75% due 09/23/14		356,000		379,039
				3,527,098
Banks - Fiduciary — 0.1%
State Street Capital Trust IV FRS Ltd. Guar. Notes 1.25% due 06/15/37		454,000		344,286

Security Description	Principal Amount(15)		Value (Note 2)
Banks - Money Center — 0.2%
Comerica Bank Sub. Notes 5.20% due 08/22/17	$	276,000	$	304,116
Dresdner Funding Trust I Jr. Sub. Bonds 8.15% due 06/30/31*		965,000		810,600
				1,114,716
Banks - Super Regional — 0.8%
Bank of America NA Sub. Notes 5.30% due 03/15/17		309,000		302,449
Capital One Capital VI Ltd. Guar. Notes 8.88% due 05/15/40		294,000		297,879
Capital One Financial Corp. FRS Senior Notes 1.40% due 07/15/14		359,000		357,764
Capital One Financial Corp. Senior Notes 3.15% due 07/15/16		166,000		165,234
Fifth Third Bancorp Senior Notes 3.63% due 01/25/16		185,000		187,560
Huntington Bancshares, Inc. Sub. Notes 7.00% due 12/15/20		183,000		209,588
JPMorgan Chase Bank NA Sub. Notes 5.88% due 06/13/16		175,000		194,702
PNC Financial Services Group, Inc. Jr. Sub. Notes 6.75% due 08/01/21(5)		674,000		647,040
PNC Preferred Funding Trust II FRS Jr. Sub. Bonds 6.11% due 03/15/12*(5)		30,000		23,400
SunTrust Banks, Inc. Senior Notes 6.00% due 09/11/17		135,000		147,398
SunTrust Banks, Inc. Sub. Notes 6.00% due 02/15/26		28,000		29,329
Wachovia Capital Trust III FRS Ltd. Guar. Notes 5.57% due 10/14/11(5)		259,000		226,625
Wachovia Corp. FRS Senior Notes 0.52% due 06/15/17		330,000		299,379
Wells Fargo & Co. FRS Senior Notes 0.45% due 10/28/15		392,000		371,982
Wells Fargo & Co. FRS Jr. Sub. Bonds 7.98% due 03/15/18(5)		150,000		154,125
Wells Fargo Bank NA FRS Sub. Notes 0.50% due 05/16/16		290,000		264,233
				3,878,687
Beverages - Non-alcoholic — 0.1%
PepsiCo, Inc. Senior Notes 3.00% due 08/25/21		368,000		368,946

89

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount(15)		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Broadcast Services/Program — 0.5%
Clear Channel Communications, Inc. Senior Sec. Notes 9.00% due 03/01/21	$	1,450,000	$	1,167,250
Fisher Communications, Inc. Company Guar. Notes 8.63% due 09/15/14		409,000		399,797
Nexstar Broadcasting, Inc./Mission Broadcasting, Inc. Sec. Notes 8.88% due 04/15/17		1,000,000		1,025,000
				2,592,047
Building & Construction Products - Misc. — 0.3%
Building Materials Corp. of America Senior Notes 6.75% due 05/01/21*		1,080,000		1,034,100
Interline Brands, Inc. Company Guar. Notes 7.00% due 11/15/18		450,000		450,000
				1,484,100
Building Products - Cement — 0.3%
Cemex Finance LLC Senior Sec. Notes 9.50% due 12/14/16		1,615,000		1,400,178
Building - Heavy Construction — 0.2%
New Enterprise Stone & Lime Co. Senior Notes 11.00% due 09/01/18*		1,020,000		902,700
Building - Residential/Commercial — 0.4%
Beazer Homes USA, Inc. Company Guar. Notes 9.13% due 05/15/19		675,000		464,063
KB Home Company Guar. Notes 9.10% due 09/15/17		400,000		359,000
Standard Pacific Corp. Sec. Notes 8.38% due 05/15/18		1,475,000		1,294,312
				2,117,375
Cable/Satellite TV — 1.4%
CCO Holdings LLC/CCO Holdings Capital Corp. Company Guar. Notes 6.50% due 04/30/21		1,600,000		1,564,000
Comcast Corp. Company Guar. Notes 5.65% due 06/15/35		205,000		210,050
Comcast Corp. Company Guar. Notes 5.90% due 03/15/16		1,200,000		1,390,624
COX Communications, Inc. Notes 7.13% due 10/01/12		188,000		200,122
CSC Holdings LLC Senior Notes 8.63% due 02/15/19		910,000		1,003,275
DIRECTV Holdings LLC/DIRECTV Financing Co., Inc. Company Guar. Notes 6.38% due 03/01/41		190,000		210,455
Echostar DBS Corp. Company Guar. Notes 7.75% due 05/31/15		1,305,000		1,376,775
Insight Communications Co., Inc. Senior Notes 9.38% due 07/15/18*		950,000		1,085,375

Security Description	Principal Amount(15)		Value (Note 2)
Cable/Satellite TV (continued)
TCI Communications, Inc. Senior Notes 7.13% due 02/15/28	$	210,000	$	252,402
				7,293,078
Capacitors — 0.2%
Kemet Corp. Senior Sec. Notes 10.50% due 05/01/18		825,000		878,625
Casino Hotels — 1.0%
CityCenter Holdings LLC/CityCenter Finance Corp. Sec. Notes 10.75% due 01/15/17*(6)		1,293,089		1,241,365
Downstream Development Authority of the Quapaw Tribe of Oklahoma Senior Sec. Notes 10.50% due 07/01/19*		1,400,000		1,344,000
Harrah’s Operating Co., Inc. Senior Sec. Notes 11.25% due 06/01/17		1,735,000		1,869,463
MGM Mirage, Inc. Senior Sec. Notes 11.13% due 11/15/17		480,000		535,200
				4,990,028
Casino Services — 0.1%
Chukchansi Economic Development Authority Senior Notes 8.00% due 11/15/13*		715,000		521,950
Cellular Telecom — 1.1%
Nextel Communications, Inc. Company Guar. Notes 7.38% due 08/01/15		4,355,000		4,284,231
NII Capital Corp. Company Guar. Notes 7.63% due 04/01/21		1,250,000		1,275,000
				5,559,231
Chemicals - Diversified — 0.1%
PPG Industries, Inc. Senior Notes 1.90% due 01/15/16		53,000		53,101
PPG Industries, Inc. Senior Notes 3.60% due 11/15/20		235,000		242,616
PPG Industries, Inc. Senior Notes 5.50% due 11/15/40		108,000		118,839
				414,556
Chemicals - Plastics — 0.3%
Hexion US Finance Corp./Hexion Nova Scotia Finance ULC Senior Sec. Notes 8.88% due 02/01/18		1,600,000		1,496,000
Chemicals - Specialty — 0.2%
Eastman Chemical Co. Senior Notes 7.25% due 01/15/24		408,000		499,048
Lubrizol Corp. Company Guar. Notes 6.50% due 10/01/34		214,000		264,649
				763,697

90

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount(15)		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Coal — 1.3%
Alpha Natural Resources, Inc. Company Guar. Notes 6.00% due 06/01/19	$	1,305,000	$	1,285,425
CONSOL Energy, Inc. Company Guar. Notes 8.25% due 04/01/20		785,000		843,875
Foresight Energy LLC/Foresight Energy Corp. Company Guar. Notes 9.63% due 08/15/17*		1,300,000		1,306,500
James River Escrow, Inc. Senior Notes 7.88% due 04/01/19*		1,200,000		1,086,000
Patriot Coal Corp. Company Guar. Notes 8.25% due 04/30/18		1,230,000		1,156,200
SunCoke Energy, Inc. Company Guar. Notes 7.63% due 08/01/19*		810,000		795,825
				6,473,825
Commercial Services — 0.4%
Ceridian Corp. Company Guar. Notes 11.25% due 11/15/15		2,100,000		1,958,250
Computer Graphics — 0.2%
Eagle Parent, Inc. Senior Notes 8.63% due 05/01/19*		1,135,000		1,044,200
Computer Services — 0.3%
Affiliated Computer Services, Inc. Senior Notes 5.20% due 06/01/15		234,000		258,657
Compucom Systems, Inc. Senior Sub. Notes 12.50% due 10/01/15*		900,000		906,750
International Business Machines Corp. Senior Notes 6.22% due 08/01/27		280,000		343,537
				1,508,944
Consulting Services — 0.1%
FTI Consulting, Inc. Company Guar. Notes 6.75% due 10/01/20		650,000		641,063
Consumer Products - Misc. — 0.3%
American Achievement Corp. Sec. Notes 10.88% due 04/15/16*		760,000		608,000
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC Senior Sec. Notes 7.88% due 08/15/19*		1,110,000		1,098,900
				1,706,900
Containers - Metal/Glass — 0.6%
Ball Corp. Company Guar. Notes 7.38% due 09/01/19		1,416,000		1,536,360
Crown Americas LLC/Crown Americas Capital Corp. III Senior Notes 6.25% due 02/01/21*		850,000		854,250
Crown Cork & Seal Co., Inc. Senior Notes 7.38% due 12/15/26		755,000		739,900
				3,130,510

Security Description	Principal Amount(15)		Value (Note 2)
Containers - Paper/Plastic — 0.3%
Graphic Packaging International, Inc. Company Guar. Notes 9.50% due 06/15/17	$	400,000	$	435,000
Packaging Dynamics Corp. Senior Sec. Notes 8.75% due 02/01/16*		1,225,000		1,228,062
				1,663,062
Cosmetics & Toiletries — 0.2%
Revlon Consumer Products Corp. Sec. Notes 9.75% due 11/15/15		775,000		825,375
Data Processing/Management — 0.2%
Audatex North America, Inc. Company Guar. Notes 6.75% due 06/15/18*		970,000		953,025
Decision Support Software — 0.4%
PGS Solutions Company Guar. Notes 9.63% due 02/15/15		1,855,000		1,943,112
Dialysis Centers — 0.2%
DaVita, Inc. Company Guar. Notes 6.38% due 11/01/18		1,200,000		1,179,000
Distribution/Wholesale — 0.2%
McJunkin Red Man Corp. Senior Sec. Notes Notes 9.50% due 12/15/16		1,105,000		1,110,525
Diversified Banking Institutions — 1.7%
Bank of America Corp. FRS Senior Notes 1.80% due 07/11/14		360,000		343,931
Bank of America Corp. Senior Notes 3.75% due 07/12/16		245,000		241,857
Bank of America Corp. Sub. Notes 5.42% due 03/15/17		277,000		270,256
Bank of America Corp. FRS Jr. Sub. Notes 8.13% due 05/15/18(5)		1,005,000		950,228
Citigroup, Inc. Sub. Notes 4.88% due 05/07/15		291,000		290,227
Citigroup, Inc. Sub. Notes 5.50% due 02/15/17		1,250,000		1,273,278
Citigroup, Inc. Senior Notes 6.00% due 08/15/17		120,000		130,115
GMAC LLC Sub. Notes 8.00% due 12/31/18		1,500,000		1,462,500
Goldman Sachs Group, Inc. Senior Notes 5.25% due 07/27/21		324,000		328,475
Goldman Sachs Group, Inc. Sub. Notes 5.63% due 01/15/17		96,000		99,454
Goldman Sachs Group, Inc. Senior Notes 5.95% due 01/18/18		171,000		181,956
Goldman Sachs Group, Inc. Sub. Notes 6.75% due 10/01/37		334,000		317,041

91

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount(15)		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Diversified Banking Institutions (continued)
JPMorgan Chase & Co. FRS Sub. Notes 1.51% due 09/01/15	$	162,000	$	158,727
JPMorgan Chase & Co. Senior Notes 3.45% due 03/01/16		212,000		218,467
JPMorgan Chase & Co. Senior Notes 4.35% due 08/15/21		361,000		372,466
JPMorgan Chase & Co. Sub. Notes 6.13% due 06/27/17		365,000		405,760
JPMorgan Chase & Co. FRS Jr. Sub Notes 7.90% due 04/30/18(5)		150,000		159,104
JPMorgan Chase Capital XXIII FRS Ltd. Guar. Bonds 1.29% due 05/15/77		65,000		44,863
Morgan Stanley Senior Notes 5.55% due 04/27/17		492,000		502,629
Morgan Stanley Senior Notes 5.63% due 09/23/19		208,000		211,423
Morgan Stanley Senior Notes 6.63% due 04/01/18		378,000		405,030
Nationsbank Corp. Sub. Notes 7.25% due 10/15/25		49,000		47,239
				8,415,026
Diversified Financial Services — 0.2%
General Electric Capital Corp. Senior Notes 4.38% due 09/16/20		290,000		295,525
General Electric Capital Corp. Senior Notes 5.88% due 01/14/38		162,000		165,094
General Electric Capital Corp. Senior Notes 6.15% due 08/07/37		740,000		772,125
				1,232,744
Diversified Manufacturing Operations — 0.3%
General Electric Co. Senior Notes 5.25% due 12/06/17		85,000		95,291
Harland Clarke Holdings Corp. Company Guar. Notes 9.50% due 05/15/15		700,000		570,500
Harsco Corp. Senior Notes 2.70% due 10/15/15		377,000		386,543
Illinois Tool Works, Inc. Senior Notes 3.38% due 09/15/21*		104,000		104,475
Illinois Tool Works, Inc. Senior Notes 4.88% due 09/15/41*		156,000		157,265
Pentair, Inc. Company Guar. Notes 5.00% due 05/15/21		230,000		238,936
				1,553,010

Security Description	Principal Amount(15)		Value (Note 2)
Electric - Distribution — 0.1%
Oglethorpe Power Corp. 1st. Mtg. Notes 5.25% due 09/01/50	$	203,000	$	203,225
Oglethorpe Power Corp. 1st. Mtg. Notes 5.38% due 11/01/40		180,000		188,497
				391,722
Electric - Generation — 0.7%
AES Corp. Senior Notes 8.00% due 10/15/17		1,340,000		1,407,000
Edison Mission Energy Senior Notes 7.63% due 05/15/27		1,230,000		774,900
Homer City Funding LLC Senior Sec. Notes 8.14% due 10/01/19		208,000		170,560
Midwest Generation LLC Pass Through Certs., Series B 8.56% due 01/02/16(3)		183,590		180,836
Reliant Energy Mid-Atlantic Power Holdings LLC Pass Through Certs., Series B 9.24% due 07/02/17(3)		425,889		432,277
Sithe/Independence Funding Corp. Senior Sec. Notes 9.00% due 12/30/13		607,512		674,897
				3,640,470
Electric - Integrated — 0.8%
Arizona Public Service Co. Senior Notes 5.05% due 09/01/41		123,000		119,790
Cleco Power LLC Senior Notes 6.00% due 12/01/40		187,000		208,639
Commonwealth Edison Co. 1st. Mtg. Notes 1.95% due 09/01/16		164,000		163,745
Dominion Resources, Inc. Senior Notes 5.25% due 08/01/33		336,000		382,858
Duke Energy Corp. Senior Notes 3.55% due 09/15/21		264,000		260,919
Entergy Mississippi, Inc. 1st Mtg. Notes 3.25% due 06/01/16		92,000		96,488
Exelon Corp. Senior Notes 5.63% due 06/15/35		190,000		193,797
Georgia Power Co. Senior Notes 3.00% due 04/15/16		153,000		161,062
Great Plains Energy, Inc. Senior Notes 4.85% due 06/01/21		138,000		145,436
Mirant Mid-Atlantic LLC Pass Through Certs., Series B 9.13% due 06/30/17(3)		236,996		242,921
Nevada Power Co. Bonds 5.45% due 05/15/41		160,000		178,457
Nisource Finance Corp. Company Guar. Notes 5.95% due 06/15/41		172,000		176,011

92

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount(15)		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Electric - Integrated (continued)
Oncor Electric Delivery Co. LLC Senior Sec. Notes 7.00% due 09/01/22	$	390,000	$	498,401
Pacific Gas & Electric Co. Senior Notes 6.05% due 03/01/34		238,000		274,229
PPL Electric Utilities Corp. 1st Mtg. Notes 5.20% due 07/15/41		62,000		68,293
SCANA Corp. Senior Notes 4.75% due 05/15/21		213,000		224,492
Southern Energy, Inc. Escrow Notes 7.90% due 07/15/09†(3)(4)		725,000		0
Texas Competitive Electric Holdings Co. LLC/TCEH Finance, Inc. Senior Sec. Notes 11.50% due 10/01/20*		705,000		595,725
				3,991,263
Electronic Components - Misc. — 0.2%
Jabil Circuit, Inc. Senior Notes 5.63% due 12/15/20		1,112,000		1,068,910
Electronic Components - Semiconductors — 0.3%
Freescale Semiconductor, Inc. Senior Sec. Notes 9.25% due 04/15/18*		1,255,000		1,320,887
National Semiconductor Corp. Senior Notes 6.60% due 06/15/17		214,000		261,505
				1,582,392
Electronics - Military — 0.1%
L-3 Communications Corp. Company Guar. Notes 4.75% due 07/15/20		299,000		310,597
Finance - Auto Loans — 0.5%
Ford Motor Credit Co., LLC Senior Notes 5.88% due 08/02/21		1,721,000		1,726,648
General Motors Financial Co., Inc. Company Guar. Notes 6.75% due 06/01/18*		910,000		905,450
				2,632,098
Finance - Commercial — 0.0%
Textron Financial Corp. Senior Notes 5.40% due 04/28/13		153,000		159,933
Finance - Credit Card — 0.0%
Capital One Capital III Ltd. Guar. Bonds 7.69% due 08/15/36		108,000		107,865
Finance - Investment Banker/Broker — 0.6%
GFI Group, Inc. Senior Notes 8.38% due 07/19/18*		284,000		281,160
Jefferies Group, Inc. Senior Notes 5.13% due 04/13/18		373,000		371,845

Security Description	Principal Amount(15)		Value (Note 2)
Finance - Investment Banker/Broker (continued)
Lehman Brothers Holdings Capital Trust VII FRS Ltd. Guar. Notes 0.00% due 05/31/12†(5)(10)(12)	$	101,000	$	10
Lehman Brothers Holdings, Inc. Senior Notes 5.50% due 04/04/16†(10)(12)		97,000		24,129
Lehman Brothers Holdings, Inc. Sub. Notes 6.75% due 12/28/17†(10)(12)		111,000		55
Lehman Brothers Holdings, Inc. Sub. Notes 7.50% due 05/11/38†(10)(12)		143,000		71
Merrill Lynch & Co., Inc. Sub. Notes 6.05% due 05/16/16		283,000		285,808
Merrill Lynch & Co., Inc. Sub. Notes 6.22% due 09/15/26		424,000		372,686
Merrill Lynch & Co., Inc. Sub. Notes 7.75% due 05/14/38		106,000		105,709
MF Global Holdings, Ltd. Senior Notes 6.25% due 08/08/16		178,000		173,854
Oppenheimer Holdings, Inc. Senior Sec. Notes 8.75% due 04/15/18		920,000		920,000
Scottrade Financial Services, Inc. Senior Notes 6.13% due 07/11/21*		297,000		308,322
				2,843,649
Finance - Leasing Companies — 0.1%
Boeing Capital Corp. Senior Notes 2.13% due 08/15/16		122,000		123,848
Boeing Capital Corp. Senior Notes 2.90% due 08/15/18		144,000		148,158
				272,006
Finance - Other Services — 0.3%
SquareTwo Financial Corp. Sec. Notes 11.63% due 04/01/17		1,290,000		1,270,650
Financial Guarantee Insurance — 0.4%
Assured Guaranty Municipal Holdings, Inc. FRS Company Guar. Notes 6.40% due 12/15/66*		2,630,000		1,867,300
Firearms & Ammunition — 0.2%
FGI Operating Co, Inc. Senior Sec. Notes 10.25% due 08/01/15		887,000		940,220
Food - Canned — 0.2%
Blue Merger Sub, Inc. Company Guar. Notes 7.63% due 02/15/19*		1,200,000		1,191,000
Food-Meat Products — 0.2%
Smithfield Foods, Inc. Senior Sec. Notes 10.00% due 07/15/14		725,000		819,250

93

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount(15)		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Food - Misc. — 0.2%
Kraft Foods, Inc. Senior Notes 5.38% due 02/10/20	$	260,000	$	295,308
Kraft Foods, Inc. Senior Notes 6.50% due 02/09/40		736,000		857,332
				1,152,640
Food - Retail — 0.1%
Ahold Finance USA LLC Company Guar. Notes 6.88% due 05/01/29		241,000		288,083
Ingles Markets, Inc. Senior Notes 8.88% due 05/15/17		400,000		416,000
				704,083
Funeral Services & Related Items — 0.2%
Carriage Services, Inc. Company Guar. Notes 7.88% due 01/15/15		1,025,000		1,009,625
Gambling (Non - Hotel) — 0.1%
Waterford Gaming LLC Senior Notes 8.63% due 09/15/14*		619,398		309,699
Gas - Distribution — 0.1%
Southern Union Co. Senior Notes 7.60% due 02/01/24		198,000		240,617
Gas - Transportation — 0.2%
Sabine Pass LNG LP Senior Sec. Notes 7.25% due 11/30/13		820,000		811,800
Gold Mining — 0.1%
Barrick North America Finance LLC Company Guar. Notes 4.40% due 05/30/21*		263,000		275,289
Home Furnishings — 0.1%
Norcraft Cos. LP/Norcraft Finance Corp. Sec. Notes 10.50% due 12/15/15		666,000		636,030
Independent Power Producers — 0.9%
Calpine Corp. Senior Sec. Notes 7.88% due 07/31/20*		995,000		1,019,875
Calpine Corp. Escrow Notes 8.75% due 07/15/13†(3)(4)		1,615,000		0
GenOn Energy, Inc. Senior Notes 9.50% due 10/15/18		1,450,000		1,450,000
NGC Corp. Capital Trust I Company Guar. Notes 8.32% due 06/01/27†		750,000		270,000
NRG Energy, Inc. Company Guar. Notes 7.63% due 01/15/18*		575,000		569,250
NRG Energy, Inc. Company Guar. Notes 8.25% due 09/01/20		925,000		934,250
				4,243,375

Security Description	Principal Amount(15)		Value (Note 2)
Insurance - Life/Health — 0.3%
Jefferson - Pilot Corp. Senior Notes 4.75% due 01/30/14	$	145,000	$	154,134
Nationwide Financial Services, Inc. Senior Notes 5.90% due 07/01/12		187,000		192,371
Protective Life Corp. Senior Notes 8.45% due 10/15/39		396,000		451,431
Prudential Financial, Inc. Senior Notes 3.00% due 05/12/16		230,000		229,167
Prudential Financial, Inc. Senior Notes 4.50% due 11/15/20		304,000		306,948
Prudential Financial, Inc. Senior Notes 4.75% due 09/17/15		287,000		307,023
				1,641,074
Insurance - Multi-line — 0.4%
Genworth Financial, Inc. Senior Notes 7.63% due 09/24/21		184,000		163,305
Hartford Financial Services Group, Inc. FRS Jr. Sub. Debentures 8.13% due 06/15/68		1,600,000		1,616,000
				1,779,305
Insurance - Mutual — 0.3%
Liberty Mutual Group, Inc. Senior Notes 5.75% due 03/15/14*		135,000		142,225
Liberty Mutual Group, Inc. Senior Notes 6.50% due 03/15/35*		182,000		176,190
Liberty Mutual Group, Inc. Company Guar. Notes 7.80% due 03/07/87*		295,000		277,300
Liberty Mutual Group, Inc. FRS Company Guar. Notes 10.75% due 06/15/88*		840,000		1,033,200
				1,628,915
Investment Companies — 0.1%
Fox Acquisition Sub LLC Senior Notes 13.38% due 07/15/16*		410,000		433,575
Marine Services — 0.3%
Great Lakes Dredge & Dock Corp. Company Guar. Notes 7.38% due 02/01/19*		1,546,000		1,468,700
Medical Instruments — 0.3%
Accellent, Inc. Senior Sec. Notes 8.38% due 02/01/17		1,510,000		1,500,562
Medical Labs & Testing Services — 0.1%
Quest Diagnostics, Inc. Company Guar. Notes 4.70% due 04/01/21		328,000		350,945
Medical Products — 0.4%
Becton Dickinson and Co. Senior Notes 7.00% due 08/01/27		244,000		308,791

94

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount(15)		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Medical Products (continued)
Johnson & Johnson Notes 5.55% due 08/15/17	$	330,000	$	397,925
LVB Acquisition Holding LLC Company Guar. Notes 10.00% due 10/15/17		840,000		879,900
Universal Hospital Services, Inc. Sec. Notes 8.50% due 06/01/15(6)		600,000		595,500
				2,182,116
Medical - Biomedical/Gene — 0.4%
Amgen, Inc. Senior Notes 2.30% due 06/15/16		354,000		362,012
Amgen, Inc. Senior Notes 5.65% due 06/15/42		410,000		448,670
Bio-Rad Laboratories, Inc. Senior Sub. Notes 8.00% due 09/15/16		1,090,000		1,190,825
Genzyme Corp. Company Guar. Notes 3.63% due 06/15/15		205,000		220,512
				2,222,019
Medical - Drugs — 0.2%
Endo Pharmaceuticals Holdings, Inc. Company Guar. Notes 7.00% due 07/15/19*		1,220,000		1,235,250
Medical - Hospitals — 1.1%
Capella Healthcare, Inc. Company Guar. Notes 9.25% due 07/01/17*		800,000		782,000
HCA, Inc. Senior Notes 7.50% due 11/15/95		1,625,000		1,259,375
HCA, Inc. Senior Sec. Notes 8.50% due 04/15/19		1,210,000		1,318,900
IASIS Healthcare LLC/IASIS Capital Corp. Senior Notes 8.38% due 05/15/19*		675,000		590,625
Select Medical Corp. Company Guar. Notes 7.63% due 02/01/15		648,000		596,160
Tenet Healthcare Corp. Senior Sec. Notes 10.00% due 05/01/18		931,000		1,024,100
				5,571,160
Metal - Aluminum — 0.1%
Alcoa, Inc. Senior Notes 5.55% due 02/01/17		318,000		339,289
Alcoa, Inc. Senior Notes 5.90% due 02/01/27		266,000		266,704
				605,993
Metal - Copper — 0.1%
Freeport-McMoRan Copper & Gold, Inc. Senior Notes 8.38% due 04/01/17		225,000		242,719

Security Description	Principal Amount(15)		Value (Note 2)
Metal - Iron — 0.0%
Cliffs Natural Resources, Inc. Senior Notes 6.25% due 10/01/40	$	120,000	$	118,834
Motion Pictures & Services — 0.1%
NAI Entertainment Holdings LLC Senior Sec. Notes 8.25% due 12/15/17*		425,000		429,250
MRI/Medical Diagnostic Imaging — 0.2%
Radnet Management, Inc. Company Guar. Notes 10.38% due 04/01/18		1,085,000		1,071,437
Multimedia — 0.3%
Haights Cross Operating Co. FRS Limited Guar. Notes 16.00% due 03/15/14†(3)(4)(12)		57,636		7,204
Historic TW, Inc. Company Guar. Notes 6.63% due 05/15/29		140,000		159,147
NBCUniversal Media LLC Senior Notes 2.88% due 04/01/16		310,000		317,648
NBCUniversal Media LLC Senior Notes 4.38% due 04/01/21		194,000		199,111
News America, Inc. Company Guar. Notes 6.20% due 12/15/34		205,000		215,298
Time Warner Cos., Inc. Company Guar. Notes 6.95% due 01/15/28		286,000		327,884
Walt Disney Co. Senior Notes 2.75% due 08/16/21		209,000		206,130
				1,432,422
Music — 0.3%
WMG Acquisition Corp. Senior Sec. Notes 9.50% due 06/15/16		1,240,000		1,264,800
Non - Ferrous Metals — 0.0%
Renco Metals, Inc. Company Guar. Notes 11.50% due 07/01/03†(3)(4)(7)(8)		75,000		0
Non - Hazardous Waste Disposal — 0.2%
Republic Services, Inc. Company Guar. Notes 3.80% due 05/15/18		389,000		408,449
Republic Services, Inc. Company Guar. Notes 5.70% due 05/15/41		82,000		85,201
Republic Services, Inc. Company Guar. Notes 6.20% due 03/01/40		185,000		205,443
Waste Management, Inc. Company Guar. Notes 2.60% due 09/01/16		178,000		180,392
				879,485
Office Automation & Equipment — 0.1%
CDW LLC/CDW Finance Corp. Company Guar. Notes 11.00% due 10/12/15		38,000		38,760
Xerox Corp. Senior Notes 4.50% due 05/15/21		276,000		285,413
				324,173

95

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount(15)		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Oil Companies - Exploration & Production — 2.7%
Alta Mesa Holdings/Alta Mesa Finance Services Corp. Company Guar. Notes 9.63% due 10/15/18	$	855,000	$	812,250
Anadarko Petroleum Corp. Senior Notes 6.45% due 09/15/36		245,000		261,068
Carrizo Oil & Gas, Inc. Company Guar. Notes 8.63% due 10/15/18		775,000		790,500
Chaparral Energy, Inc. Company Guar. Notes 8.25% due 09/01/21		990,000		945,450
Chesapeake Energy Corp. Company Guar. Notes 6.13% due 02/15/21		425,000		431,375
Chesapeake Energy Corp. Company Guar. Notes 6.63% due 08/15/20		1,015,000		1,060,675
Chesapeake Energy Corp. Company Guar. Notes 6.88% due 08/15/18		360,000		376,200
Denbury Resources, Inc. Company Guar. Notes 6.38% due 08/15/21		445,000		436,100
Encore Acquisition Co. Company Guar. Notes 9.50% due 05/01/16		490,000		536,550
EV Energy Partners LP / EV Energy Finance Corp. Company Guar. Notes 8.00% due 04/15/19*		1,080,000		1,058,400
Hilcorp Energy I LP/Hilcorp Finance Co. Senior Notes 7.63% due 04/15/21*		450,000		454,500
Linn Energy LLC/Linn Energy Finance Corp. Company Guar. Notes 8.63% due 04/15/20		1,850,000		1,979,500
Milagro Oil & Gas Sec. Notes 10.50% due 05/15/16*		1,590,000		1,363,425
Noble Energy, Inc. Senior Notes 6.00% due 03/01/41		282,000		305,807
Pioneer Natural Resources Co. Senior Notes 7.50% due 01/15/20		515,000		576,998
Plains Exploration & Production Co. Company Guar. Notes 10.00% due 03/01/16		325,000		359,125
QEP Resources, Inc. Senior Notes 6.88% due 03/01/21		847,000		889,350
SandRidge Energy, Inc. Company Guar. Notes 7.50% due 03/15/21*		565,000		550,875
Union Pacific Resources Group, Inc. Senior Notes 7.15% due 05/15/28		442,000		498,948
				13,687,096
Oil Companies - Integrated — 0.3%
BP Capital Markets PLC Company Guar. Notes 4.74% due 03/11/21		645,000		706,613
Hess Corp. Senior Notes 5.60% due 02/15/41		147,000		151,901

Security Description	Principal Amount(15)		Value (Note 2)
Oil Companies - Integrated (continued)
Hess Corp. Senior Notes 7.88% due 10/01/29	$	495,000	$	639,077
				1,497,591
Oil Field Machinery & Equipment — 0.2%
Cameron International Corp. Senior Notes 4.50% due 06/01/21		322,000		345,882
Dresser-Rand Group, Inc. Company Guar. Notes 6.50% due 05/01/21*		505,000		494,900
				840,782
Oil Refining & Marketing — 0.2%
Sunoco Logistics Partners Operations LP Company Guar. Notes 6.10% due 02/15/42		189,000		187,096
Western Refining, Inc. Senior Sec. Notes 11.25% due 06/15/17*		945,000		1,034,775
				1,221,871
Oil - Field Services — 0.3%
Exterran Holdings, Inc. Company Guar. Notes 7.25% due 12/01/18*		615,000		596,550
Helix Energy Solutions Group, Inc. Company Guar. Notes 9.50% due 01/15/16*		530,000		540,600
Oil States International, Inc. Company Guar. Notes 6.50% due 06/01/19*		580,000		580,000
				1,717,150
Paper & Related Products — 0.6%
Longview Fibre Paper & Packaging, Inc. Senior Sec. Notes 8.00% due 06/01/16*		1,290,000		1,277,100
Mercer International, Inc. Company Guar. Notes 9.50% due 12/01/17		689,000		685,555
Westvaco Corp. Company Guar. Notes 8.20% due 01/15/30		980,000		1,055,521
				3,018,176
Pipelines — 1.2%
Copano Energy LLC/Copano Energy Finance Corp. Company Guar. Notes 7.75% due 06/01/18		600,000		610,500
Energy Transfer Equity LP Senior Sec. Notes 7.50% due 10/15/20		950,000		973,750
Energy Transfer Partners LP Senior Notes 6.05% due 06/01/41		591,000		567,105
Enterprise Products Operating LLC Company Guar. Notes 5.20% due 09/01/20		90,000		98,298
Enterprise Products Operating LLC Company Guar. Notes 5.95% due 02/01/41		194,000		201,631
Genesis Energy LP/Genesis Energy Finance Corp. Company Guar. Notes 7.88% due 12/15/18*		1,075,000		1,037,375

96

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount(15)		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Pipelines (continued)
IFM US Colonial Pipeline 2 LLC Senior Sec. Notes 6.45% due 05/01/21*	$	470,000	$	520,874
Kinder Morgan Energy Partners LP Senior Notes 5.63% due 09/01/41		170,000		164,074
Kinder Morgan Energy Partners LP Senior Notes 6.38% due 03/01/41		75,000		79,699
MarkWest Energy Partners LP/MarkWest Energy Finance Corp. Company Guar. Notes 6.50% due 08/15/21		265,000		270,300
MarkWest Energy Partners LP/MarkWest Energy Finance Corp. Company Guar. Notes 6.75% due 11/01/20		310,000		317,750
Plains All American Pipeline LP/PAA Finance Corp. Company Guar. Notes 6.50% due 05/01/18		249,000		286,285
Regency Energy Partners LP/Regency Energy Finance Corp. Company Guar. Notes 6.88% due 12/01/18		520,000		530,400
Southern Natural Gas Co./Southern Natural Issuing Corp. Senior Notes 4.40% due 06/15/21*		186,000		196,359
Southern Star Central Corp. Senior Notes 6.75% due 03/01/16		350,000		343,000
				6,197,400
Printing - Commercial — 0.1%
Valassis Communications, Inc. Company Guar. Notes 6.63% due 02/01/21		770,000		729,575
Private Corrections — 0.2%
Geo Group, Inc. Company Guar. Notes 6.63% due 02/15/21		850,000		837,250
Publishing - Newspapers — 0.2%
McClatchy Co. Senior Sec. Notes 11.50% due 02/15/17		1,260,000		1,215,900
Real Estate Investment Trusts — 0.8%
BioMed Realty LP Company Guar. Notes 3.85% due 04/15/16		308,000		310,932
Brandywine Operating Partnership LP Company Guar. Notes 4.95% due 04/15/18		308,000		302,036
Brandywine Operating Partnership LP Company Guar. Notes 5.70% due 05/01/17		695,000		727,594
DuPont Fabros Technology LP Company Guar. Notes 8.50% due 12/15/17		925,000		975,875
HCP, Inc. Senior Notes 3.75% due 02/01/16		175,000		176,745
HCP, Inc. Senior Notes 5.38% due 02/01/21		189,000		192,551
Kilroy Realty LP Company Guar. Notes 4.80% due 07/15/18		140,000		139,584

Security Description	Principal Amount(15)		Value (Note 2)
Real Estate Investment Trusts (continued)
National Retail Properties, Inc. Senior Notes 5.50% due 07/15/21	$	191,000	$	197,032
Sabra Health Care LP / Sabra Capital Corp. Company Guar. Notes 8.13% due 11/01/18		1,170,000		1,114,425
				4,136,774
Real Estate Management/Services — 0.3%
Kennedy-Wilson, Inc. Company Guar. Notes 8.75% due 04/01/19*		1,735,000		1,659,094
Real Estate Operations & Development — 0.3%
First Industrial LP Senior Notes 5.75% due 01/15/16		1,255,000		1,257,145
Recycling — 0.0%
Aleris International, Inc. Escrow Notes 9.00% due 12/15/14†(3)(4)(6)		1,625,000		163
Rental Auto/Equipment — 0.8%
Avis Budget Car Rental LLC/Avis Budget Finance, Inc. Company Guar. Notes 9.63% due 03/15/18		650,000		664,625
B-Corp Merger Sub, Inc. Senior Notes 8.25% due 06/01/19*		925,000		860,250
Hertz Corp. Company Guar. Notes 7.50% due 10/15/18*		800,000		784,000
RSC Equipment Rental Inc/RSC Holdings III LLC Company Guar. Notes 8.25% due 02/01/21		1,000,000		932,500
United Rentals North America, Inc. Company Guar. Notes 8.38% due 09/15/20		800,000		730,000
				3,971,375
Retail-Apparel/Shoe — 0.1%
Limited Brands, Inc. Company Guar. Notes 6.63% due 04/01/21		460,000		465,750
Retail-Discount — 0.2%
Target Corp. Senior Notes 1.13% due 07/18/14		128,000		128,936
Wal-Mart Stores, Inc. Senior Notes 3.63% due 07/08/20		386,000		401,551
Wal-Mart Stores, Inc. Senior Notes 4.25% due 04/15/21		263,000		287,502
Wal-Mart Stores, Inc. Senior Notes 5.25% due 09/01/35		208,000		224,258
				1,042,247
Retail-Drug Store — 0.4%
CVS Caremark Corp. Senior Notes 6.25% due 06/01/27		362,000		425,076
CVS Pass-Through Trust Pass Through Certs. 5.77% due 01/10/33*		266,383		287,659

97

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount(15)		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Retail - Drug Store (continued)
Rite Aid Corp. Senior Sec. Notes 8.00% due 08/15/20	$	1,075,000	$	1,128,750
				1,841,485
Retail - Jewelry — 0.2%
Claire’s Stores, Inc. Sec. Notes 8.88% due 03/15/19		1,250,000		1,067,188
Retail - Propane Distribution — 0.2%
Inergy LP/Inergy Finance Corp. Company Guar. Notes 6.88% due 08/01/21*		615,000		590,400
Inergy LP/Inergy Finance Corp. Company Guar. Notes 7.00% due 10/01/18		215,000		209,088
				799,488
Retail - Regional Department Stores — 0.2%
Macy’s Retail Holdings, Inc. Company Guar. Notes 6.90% due 04/01/29		720,000		821,753
Retail - Restaurants — 0.3%
Dave & Buster’s, Inc. Company Guar. Notes 11.00% due 06/01/18		880,000		915,200
Landry’s Restaurants, Inc. Sec. Notes 11.63% due 12/01/15		700,000		736,750
				1,651,950
Retail - Toy Stores — 0.2%
Toys R Us Property Co. II LLC Senior Sec. Notes 8.50% due 12/01/17		1,200,000		1,224,000
Rubber/Plastic Products — 0.0%
Venture Holdings Co. LLC Company Guar. Notes 11.00% due 06/01/07†(3)(4)(7)(8)		25,000		0
Schools — 0.1%
Massachusetts Institute of Technology Notes 5.60% due 07/01/11		200,000		241,457
Seismic Data Collection — 0.1%
Geokinetics Holdings USA, Inc. Senior Sec. Notes 9.75% due 12/15/14		745,000		651,875
Special Purpose Entities — 0.1%
FUEL Trust Sec. Notes 3.98% due 06/15/16*		269,000		268,224
FUEL Trust Sec. Notes 4.21% due 04/15/16*		220,000		221,219
				489,443
Steel Pipe & Tube — 0.0%
Valmont Industries, Inc. Company Guar. Notes 6.63% due 04/20/20		109,000		126,070

Security Description	Principal Amount(15)		Value (Note 2)
Steel - Producers — 0.5%
JMC Steel Group Senior Notes 8.25% due 03/15/18*	$	825,000	$	806,437
Ryerson, Inc. Senior Sec. Notes 12.00% due 11/01/15		450,000		461,813
Steel Dynamics, Inc. Company Guar. Notes 7.75% due 04/15/16		1,000,000		1,021,250
				2,289,500
Storage/Warehousing — 0.1%
Mobile Mini, Inc. Company Guar. Notes 7.88% due 12/01/20		533,000		518,343
Telecom Services — 0.4%
BellSouth Telecommunications, Inc. Senior Notes 6.38% due 06/01/28		270,000		298,012
Cincinnati Bell Telephone Co. LLC Company Guar. Notes 7.18% due 12/15/23		25,000		21,375
Cincinnati Bell Telephone Co. LLC Company Guar. Notes 7.20% due 11/29/23		125,000		106,875
Cincinnati Bell Telephone Co. LLC Company Guar. Notes 7.27% due 12/11/23		250,000		213,750
Embarq Corp. Senior Notes 7.08% due 06/01/16		217,000		236,269
PAETEC Holding Corp. Senior Sec. Notes 8.88% due 06/30/17		1,200,000		1,281,000
				2,157,281
Telephone - Integrated — 1.2%
AT&T, Inc. Senior Notes 5.35% due 09/01/40		321,000		327,051
AT&T, Inc. Senior Notes 5.55% due 08/15/41		162,000		170,733
AT&T, Inc. Senior Notes 6.45% due 06/15/34		208,000		235,723
BellSouth Corp. Senior Notes 6.55% due 06/15/34		182,000		205,526
Century Telephone Enterprise Senior Notes 6.88% due 01/15/28		210,000		187,346
CenturyLink, Inc. Senior Notes 6.45% due 06/15/21		593,000		577,453
CenturyLink, Inc. Senior Notes 7.60% due 09/15/39		473,000		436,075
Cincinnati Bell, Inc. Company Guar. Notes 8.25% due 10/15/17		775,000		773,063
Cincinnati Bell, Inc. Company Guar. Notes 8.38% due 10/15/20		270,000		265,950

98

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount(15)		Value (Note 2)
U.S. CORPORATE BONDS & NOTES (continued)
Telephone - Integrated (continued)
Frontier Communications Corp. Senior Notes 8.13% due 10/01/18	$	1,575,000	$	1,628,156
Qwest Communications International, Inc. Company Guar. Notes, Series B 7.50% due 02/15/14		105,000		106,313
Verizon Communications, Inc. Senior Notes 1.95% due 03/28/14		410,000		419,132
Verizon Communications, Inc. Senior Notes 6.35% due 04/01/19		354,000		430,551
				5,763,072
Television — 0.1%
Local TV Finance LLC Senior Notes 9.25% due 06/15/15*(6)		273,848		252,625
Theaters — 0.2%
Cinemark USA, Inc. Company Guar. Notes 7.38% due 06/15/21*		885,000		856,238
Therapeutics — 0.3%
Warner Chilcott Co. LLC/Warner Chilcott Finance LLC Company Guar. Notes 7.75% due 09/15/18*		1,740,000		1,709,550
Transport-Rail — 0.1%
Burlington Northern Santa Fe LLC Senior Notes 4.95% due 09/15/41		119,000		117,653
Norfolk Southern Corp. Senior Notes 6.00% due 05/23/11		200,000		215,240
				332,893
Transport-Services — 0.3%
Bristow Group, Inc. Company Guar. Notes 7.50% due 09/15/17		1,055,000		1,076,100
Ryder System, Inc. Senior Notes 3.15% due 03/02/15		116,000		121,937
Ryder System, Inc. Senior Notes 3.60% due 03/01/16		117,000		121,405
				1,319,442
Web Hosting/Design — 0.2%
Equinix, Inc. Senior Notes 8.13% due 03/01/18		970,000		1,028,200
Wire & Cable Products — 0.1%
Coleman Cable, Inc. Company Guar. Notes 9.00% due 02/15/18		550,000		548,625
Wireless Equipment — 0.0%
Motorola, Inc. Senior Notes 6.63% due 11/15/37		10,220		11,538
Total U.S. CORPORATE BONDS & NOTES
(cost $220,193,940)				215,422,285

Security Description	Principal Amount(15)		Value (Note 2)
FOREIGN CORPORATE BONDS & NOTES — 9.5%
Airlines — 0.1%
TAM Capital 3, Inc. Company Guar. Notes 8.38% due 06/03/21*	$	270,000	$	268,650
Auto - Cars/Light Trucks — 0.3%
Jaguar Land Rover PLC Company Guar. Notes 8.13% due 05/15/21*		1,375,000		1,289,062
Banks - Commercial — 1.3%
Banco ABC Brasil SA Sub. Notes 7.88% due 04/08/20*		430,000		414,950
Banco Cruzeiro do Sul SA Sub. Notes 8.88% due 09/22/20*		450,000		408,624
Banco de Galicia y Buenos Aires Senior Notes 8.75% due 05/04/18*		340,000		333,200
Banco do Brasil SA Sub. Notes 5.88% due 01/26/22*		390,000		390,975
Banco Internacional del Peru SAA Senior Notes 5.75% due 10/07/20*		290,000		281,300
Barclays Bank PLC FRS Jr. Sub. Bonds 5.93% due 12/15/16*(5)		338,000		277,160
Barclays Bank PLC Sub. Notes 6.05% due 12/04/17*		140,000		138,580
Barclays Bank PLC FRS Jr. Sub. Notes 6.86% due 06/15/32*(5)		186,000		144,150
Dresdner Bank AG/New York Sub. Notes 7.25% due 09/15/15		272,000		269,084
Finansbank AS Senior Notes 5.50% due 05/11/16*		380,000		356,725
Groupe BPCE FRS Jr. Sub Notes 3.35% due 09/30/11(5)		78,000		41,007
ICICI Bank, Ltd. Senior Notes 5.75% due 11/16/20*		435,000		419,514
LBG Capital No.1 PLC FRS Bank Guar. Notes 8.00% due 06/15/20*(5)		2,100,000		1,785,000
Nordea Bank AB FRS Jr. Sub. Bonds 8.38% due 03/25/15(5)		120,000		123,600
Rabobank Nederland NV Company Guar. Notes 2.13% due 10/13/15		339,000		341,516
Standard Chartered PLC Senior Notes 3.20% due 05/12/16*		338,000		337,138
Toronto-Dominion Bank Senior Notes 2.50% due 07/14/16		334,000		343,673
Westpac Banking Corp. FRS Jr. Sub. Notes 0.65% due 03/30/12(5)		570,000		347,700
				6,753,896

99

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount(15)		Value (Note 2)
FOREIGN CORPORATE BONDS & NOTES (continued}
Banks - Money Center — 0.1%
ABN Amro Bank NV FRS Senior Notes 2.02% due 01/30/14*	$	92,000	$	91,077
ABN Amro Bank NV Senior Notes 3.00% due 01/31/14*		135,000		136,668
Lloyds TSB Bank PLC Company Guar. Notes 6.50% due 09/14/20*		166,000		155,563
				383,308
Banks - Mortgage — 0.1%
Alfa Bank OJSC Via Alfa Bond Issuance PLC Senior Sec. Notes 7.88% due 09/25/17*		350,000		350,909
Banks - Special Purpose — 0.4%
Export - Import Bank of Korea Senior Notes 3.75% due 10/20/16		452,000		457,180
Kreditanstalt fuer Wiederaufbau Government Guar. Notes 3.75% due 09/25/15		NOK 8,400,000		1,590,705
				2,047,885
Building & Construction Products - Misc. — 0.2%
Corp GEO SAB de CV Company Guar. Notes 9.25% due 06/30/20*		360,000		363,150
Desarrolladora Homex SAB de CV Company Guar. Notes 9.50% due 12/11/19*		400,000		419,000
Urbi Desarrollos Urbanos SAB de CV Company Guar. Notes 9.50% due 01/21/20*		330,000		356,400
				1,138,550
Building Products - Cement — 0.1%
Rearden G Holdings EINS GmbH Company Guar. Notes 7.88% due 03/30/20*		330,000		341,550
Building - Heavy Construction — 0.1%
Empresas ICA SAB de CV Company Guar. Notes 8.90% due 02/04/21*		320,000		315,200
Cellular Telecom — 0.5%
America Movil SAB de CV Company Guar. Notes 2.38% due 09/08/16		341,000		338,231
America Movil SAB de CV Company Guar. Notes 6.13% due 03/30/40		226,000		251,305
Vimpel Communications Via VIP Finance Ireland, Ltd. OJSC Sec. Notes 7.75% due 02/02/21*		1,925,000		1,891,312
				2,480,848
Chemicals - Diversified — 0.3%
Fufeng Group, Ltd. Company Guar. Notes 7.63% due 04/13/16*		250,000		230,000
OXEA Finance/Cy SCA Senior Sec. Notes 9.50% due 07/15/17*		1,100,000		1,086,906
				1,316,906

Security Description	Principal Amount(15)		Value (Note 2)
Chemicals - Plastics — 0.3%
Montell Finance Co. BV Company Guar. Notes 8.10% due 03/15/27*	$	1,175,000	$	1,310,125
Computers - Memory Devices — 0.2%
Seagate HDD Cayman Company Guar. Notes 7.75% due 12/15/18*		1,205,000		1,195,962
Diversified Banking Institutions — 0.2%
Royal Bank of Scotland Group PLC FRS Jr. Sub. Notes 7.65% due 09/30/31(5)		1,350,000		1,012,500
Diversified Manufacturing Operations — 0.1%
Bombardier, Inc. Senior Notes 7.50% due 03/15/18*		385,000		418,688
Diversified Minerals — 0.1%
BHP Billiton Finance USA, Ltd. Company Guar. Notes 6.42% due 03/01/26		179,000		216,570
Teck Resources, Ltd. Company Guar. Notes 3.15% due 01/15/17		160,000		164,346
				380,916
Diversified Operations — 0.2%
Metalloinvest Finance, Ltd. Company Guar. Notes 6.50% due 07/21/16*		360,000		352,080
Votorantim Cimentos SA Company Guar. Notes 7.25% due 04/05/41*		535,000		526,975
				879,055
Electric - Generation — 0.2%
AES Andres Dominicana/Itabo Dominicana, Ltd. Senior Sec. Notes 9.50% due 11/12/20*		245,000		257,863
Emgesa SA ESP Senior Notes 8.75% due 01/25/21*		COP 1,002,000,000		607,455
				865,318
Finance - Other Services — 0.2%
UPCB Finance III, Ltd. Senior Sec. Notes 6.63% due 07/01/20*		1,200,000		1,182,000
Gold Mining — 0.2%
AngloGold Ashanti Holdings PLC Company Guar. Notes 5.38% due 04/15/20		404,000		412,031
Gold Fields Orogen Holding BVI, Ltd. Company Guar. Notes 4.88% due 10/07/20*		340,000		324,299
Kinross Gold Corp. Company Guar. Notes 6.88% due 09/01/41*		311,000		313,031
				1,049,361
Import/Export — 0.1%
Marfrig Overseas, Ltd. Company Guar. Notes 9.50% due 05/04/20*		420,000		350,700

100

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount(15)		Value (Note 2)
FOREIGN CORPORATE BONDS & NOTES (continued)
Independent Power Producers — 0.0%
AES Drax Energy, Ltd. Sec. Notes 11.50% due 08/30/10†(3)(4)(8)(9)	$	175,000	$	0
Insurance - Multi-line — 0.4%
Aegon NV FRS Jr. Sub. Notes 3.29% due 07/15/14(5)		62,000		32,550
Catlin Insurance Co., Ltd. FRS Jr. Sub. Notes 7.25% due 01/19/17*(5)		2,010,000		1,798,950
XL Group PLC Senior Notes 5.25% due 09/15/14		219,000		235,010
XL Group PLC Senior Notes 6.38% due 11/15/24		142,000		148,735
				2,215,245
Insurance - Reinsurance — 0.0%
Validus Holdings, Ltd. Senior Notes 8.88% due 01/26/40		191,000		219,086
Medical - Drugs — 0.1%
Hypermarcas SA Senior Sec. Notes 6.50% due 04/20/21*		290,000		281,590
Metal - Diversified — 0.1%
Vedanta Resources PLC Senior Notes 8.25% due 06/07/21		215,000		205,325
Vedanta Resources PLC Senior Notes 8.25% due 06/07/21*		380,000		362,900
				568,225
Municipal Bonds — 0.1%
City of Kyiv Via Kyiv Finance PLC Senior Notes 9.38% due 07/11/16*		780,000		750,149
Oil & Gas Drilling — 0.2%
Ensco PLC Senior Notes 4.70% due 03/15/21		534,000		558,192
Transocean, Inc. Company Guar. Notes 6.00% due 03/15/18		235,000		260,050
				818,242
Oil Companies - Exploration & Production — 0.3%
KazMunayGas National Co. Senior Notes 6.38% due 04/09/21*		440,000		456,500
MIE Holdings Corp. Senior Notes 9.75% due 05/12/16		310,000		296,050
Nexen, Inc. Senior Notes 7.50% due 07/30/39		378,000		438,706
QGOG Atlantic/Alaskan Rigs, Ltd. Senior Sec. Notes 5.25% due 07/30/18*		390,000		387,270
				1,578,526

Security Description	Principal Amount(15)		Value (Note 2)
Oil Companies-Integrated — 0.6%
BP Capital Markets PLC Company Guar. Notes 3.13% due 10/01/15	$	479,000	$	501,238
BP Capital Markets PLC Company Guar. Notes 3.88% due 03/10/15		398,000		424,254
Norsk Hydro A/S Company Guar. Notes 7.15% due 11/15/25		387,000		494,949
Petroleos de Venezuela SA Company Guar. Notes 5.38% due 04/12/27		300,000		147,000
Petroleos de Venezuela SA Company Guar. Notes 8.50% due 11/02/17		850,000		607,750
Petroleos de Venezuela SA Company Guar. Notes 12.75% due 02/17/22		270,000		218,700
Petroleos Mexicanos Company Guar. Notes 5.50% due 01/21/21*		266,000		288,803
Petroleos Mexicanos Company Guar. Notes 6.50% due 06/02/41*		330,000		355,470
				3,038,164
Oil - Field Services — 0.0%
Weatherford International, Ltd., Bermuda Company Guar. Notes 6.75% due 09/15/40		206,000		224,914
Paper & Related Products — 0.3%
PE Paper Escrow GmbH Senior Sec. Notes 12.00% due 08/01/14*		275,000		297,687
Sappi Papier Holding GmbH Senior Sec. Notes 6.63% due 04/15/21*		1,275,000		1,134,750
				1,432,437
Petrochemicals — 0.1%
Braskem Finance, Ltd. Company Guar. Notes 7.00% due 05/07/20*		410,000		439,725
Pipelines — 0.0%
TransCanada Pipelines, Ltd. FRS Jr. Sub. Notes 6.35% due 05/15/67		222,000		223,803
Real Estate Operations & Development — 0.4%
China Resources Land, Ltd. Senior Notes 4.63% due 05/19/16*		380,000		370,914
Country Garden Holdings Co. Senior Notes 11.13% due 02/23/18*		355,000		354,113
Country Garden Holdings Co. Company Guar. Notes 11.25% due 04/22/17*		445,000		448,337
Longfor Properties Co., Ltd. Company Guar. Notes 9.50% due 04/07/16*		420,000		407,400
Shimao Property Holdings, Ltd. Company Guar. Notes 9.65% due 08/03/17		310,000		263,090
				1,843,854

101

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount(15)		Value (Note 2)
FOREIGN CORPORATE BONDS & NOTES (continued)
Satellite Telecom — 0.2%
Intelsat Jackson Holdings SA Company Guar. Notes 7.25% due 04/01/19*	$	1,250,000	$	1,206,250
Semiconductor Equipment — 0.0%
MagnaChip Semiconductor SA/ MagnaChip Semiconductor Finance Co. Company Guar. Notes 10.50% due 04/15/18		160,000		166,400
Sovereign Agency — 0.1%
Eskom Holdings, Ltd. Senior Notes 5.75% due 01/26/21*		510,000		547,230
Special Purpose Entities — 0.1%
Hellas Telecommunications Luxembourg II FRS Sub. Notes 6.03% due 01/15/15*†(4)(9)(12)		560,000		11,200
Marfrig Holding Europe BV Company Guar. Notes 8.38% due 05/09/18*		240,000		201,600
SMFG Preferred Capital, Ltd. FRS Jr. Sub. Notes 6.08% due 01/25/17*(5)		121,000		119,790
				332,590
Steel - Producers — 0.4%
China Oriental Group Co., Ltd. Senior Sec. Notes 8.00% due 08/18/15		300,000		288,000
Essar Steel Algoma, Inc. Senior Sec. Notes 9.38% due 03/15/15*		565,000		538,163
Evraz Group SA Senior Notes 6.75% due 04/27/18*		370,000		353,708
Severstal JSC Via Steel Capital SA Notes 6.25% due 07/26/16*		370,000		365,206
Severstal OAO Via Steel Capital SA Notes 6.70% due 10/25/17*		300,000		298,173
				1,843,250
SupraNational Banks — 0.0%
Asian Development Bank Senior Notes 5.82% due 06/16/28		168,000		206,191
Telecom Services — 0.1%
Wind Acquisition Finance SA Senior Sec. Notes 7.25% due 02/15/18*		610,000		571,875
Telephone - Integrated — 0.4%
British Telecommunications PLC Senior Notes 8.63% due 12/15/30		255,000		372,167
Deutsche Telekom International Finance BV Company Guar. Notes 3.13% due 04/11/16*		378,000		386,491
Telecom Italia Capital SA Company Guar. Notes 5.25% due 10/01/15		423,000		416,109
Telecom Italia Capital SA Company Guar. Notes 7.00% due 06/04/18		265,000		273,257

Security Description	Principal Amount(15)		Value (Note 2)
Telephone - Integrated (continued)
Telefonica Emisiones SAU Company Guar. Notes 5.46% due 02/16/21	$	532,000	$	514,544
Telefonica Emisones SAU Company Guar. Notes 6.42% due 06/20/16		125,000		131,368
				2,093,936
Transport - Marine — 0.1%
CMA CGM SA Senior Notes 8.50% due 04/15/17*		1,200,000		546,000
Transport - Rail — 0.1%
Canadian Pacific Railway Co. Senior Notes 6.50% due 05/15/18		450,000		541,193
Transport - Services — 0.1%
Inversiones Alsacia SA Company Guar. Notes 8.00% due 08/18/18*		550,000		517,475
Total Foreign Corporate Bonds & Notes
(cost $49,110,465)				47,537,739
FOREIGN GOVERNMENT AGENCIES — 16.2%
Regional Authority — 0.1%
Province of British Columbia Canada Senior Notes 2.85% due 06/15/15		479,000		512,768
Sovereign — 15.9%
Commonwealth of Australia Bonds 4.50% due 10/21/14		AUD 2,000,000		2,180,595
Dominican Republic Senior Notes 7.50% due 05/06/21*		1,147,000		1,173,381
Dominican Republic Bonds 7.50% due 05/06/21		1,240,000		1,268,520
Federal Republic of Brazil Senior Notes 4.88% due 01/22/21		550,000		609,125
Federal Republic of Brazil Notes 5.88% due 01/15/19		640,000		755,200
Federal Republic of Brazil Senior Bonds 7.13% due 01/20/37		430,000		570,825
Federal Republic of Brazil Notes 8.75% due 02/04/25		1,060,000		1,550,250
Federal Republic of Germany Bonds 4.25% due 07/04/39		EUR 590,000		1,025,603
Government of Australia Bonds 6.00% due 02/15/17		AUD 550,000		644,740
Government of Bermuda Senior Notes 5.60% due 07/20/20*		265,000		297,462
Government of Canada Bonds 4.25% due 06/01/18		CAD 2,090,000		2,436,590
Government of Canada Bonds 5.75% due 06/01/29		CAD 1,840,000		2,606,156

102

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount(15)		Value (Note 2)
FOREIGN GOVERNMENT AGENCIES (continued)
Sovereign (continued)
Government of Japan Senior Bonds 2.10% due 03/20/27		JPY 117,600,000	$	1,638,963
Government of Sri Lanka Bonds 6.25% due 07/27/21*		542,000		541,930
Kingdom of Norway Bonds 4.25% due 05/19/17		NOK  10,740,000		2,198,953
Kingdom of Norway Bonds 5.00% due 05/15/15		NOK    4,310,000		884,469
Kingdom of Sweden Bonds 4.50% due 08/12/15		SEK    9,300,000		1,625,062
Republic of Argentina Notes 2.50% due 12/31/38(11)		1,552,637		632,700
Republic of Argentina Senior Bonds 7.00% due 10/03/15		830,000		811,325
Republic of Argentina Bonds 7.00% due 04/17/17		840,000		760,200
Republic of Argentina Bonds 8.28% due 12/31/33		1,434,516		1,176,303
Republic of Belarus Bonds 8.75% due 08/03/15		480,000		405,600
Republic of Belarus Senior Notes 8.95% due 01/26/18		490,000		409,150
Republic of Chile Bonds 5.50% due 08/05/20		CLP 356,000,000		830,770
Republic of Colombia Bonds 4.38% due 07/12/21		430,000		453,650
Republic of Colombia Senior Bonds 7.38% due 09/18/37		600,000		808,500
Republic of Colombia Senior Bonds 8.13% due 05/21/24		250,000		345,000
Republic of Croatia Notes 6.38% due 03/24/21		390,000		382,687
Republic of Croatia Notes 6.63% due 07/14/20		380,000		381,900
Republic of Croatia Notes 6.75% due 11/05/19		370,000		376,012
Republic of El Salvador Senior Bonds 8.25% due 04/10/32		300,000		336,000
Republic of Hungary Senior Bonds 6.38% due 03/29/21		720,000		745,200
Republic of Hungary Bonds 7.63% due 03/29/41		1,390,000		1,462,975

Security Description	Principal Amount(15)		Value (Note 2)
Sovereign (continued)
Republic of Indonesia Bonds 4.88% due 05/05/21	$	760,000	$	808,450
Republic of Indonesia Senior Notes 4.88% due 05/05/21*		1,010,000		1,074,387
Republic of Indonesia Senior Bonds 5.88% due 03/13/20		760,000		875,900
Republic of Indonesia Bonds 6.63% due 02/17/37		700,000		836,500
Republic of Indonesia Senior Bonds 6.88% due 01/17/18		730,000		868,700
Republic of Indonesia Senior Bonds 8.50% due 10/12/35		810,000		1,158,300
Republic of Indonesia Senior Notes 11.63% due 03/04/19		420,000		631,050
Republic of Ivory Coast Senior Bonds 2.50% due 12/31/32†(12)		940,000		491,150
Republic of Latvia Bonds 5.25% due 06/16/21*		290,000		287,026
Republic of Lithuania Notes 6.13% due 03/09/21		360,000		385,650
Republic of Lithuania Notes 7.38% due 02/11/20		680,000		788,800
Republic of Peru Senior Bonds 5.63% due 11/18/50		250,000		260,625
Republic of Peru Senior Bonds 6.55% due 03/14/37		183,000		223,718
Republic of Peru Senior Bonds 7.35% due 07/21/25		609,000		794,745
Republic of Peru Senior Bonds 8.75% due 11/21/33		380,000		564,300
Republic of Poland Bonds 5.13% due 04/21/21		650,000		676,000
Republic of Singapore Senior Bonds 2.38% due 04/01/17	SGD	1,475,000		1,332,934
Republic of Sri Lanka Senior Notes 6.25% due 10/04/20		730,000		742,775
Republic of the Philippines Bonds 4.00% due 01/15/21		770,000		784,437
Republic of the Philippines Senior Bonds 6.25% due 01/14/36	PHP	33,000,000		759,966
Republic of the Philippines Senior Bonds 6.38% due 10/23/34		650,000		768,625

103

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount(15)		Value (Note 2)
FOREIGN GOVERNMENT AGENCIES (continued)
Sovereign (continued)
Republic of the Philippines Senior Bonds 6.50% due 01/20/20		$1,280,000	$	1,534,400
Republic of the Philippines Senior Bonds 7.75% due 01/14/31		300,000		400,500
Republic of the Philippines Bonds 8.38% due 06/17/19		1,400,000		1,841,000
Republic of the Philippines Bonds 9.88% due 01/15/19		270,000		375,975
Republic of the Philippines Senior Bonds 10.63% due 03/16/25		245,000		388,325
Republic of Turkey Bonds zero coupon due 02/20/13	TRY	650,000		337,921
Republic of Turkey Bonds 5.63% due 03/30/21		730,000		771,062
Republic of Turkey Bonds 6.00% due 01/14/41		380,000		378,100
Republic of Turkey Notes 6.75% due 04/03/18		1,000,000		1,145,500
Republic of Turkey Senior Notes 6.88% due 03/17/36		1,050,000		1,173,375
Republic of Turkey Senior Bonds 7.00% due 09/26/16		465,000		531,495
Republic of Turkey Senior Notes 7.00% due 06/05/20		250,000		290,000
Republic of Turkey Notes 7.25% due 03/15/15		340,000		385,050
Republic of Turkey Senior Notes 7.38% due 02/05/25		620,000		740,900
Republic of Turkey Senior Notes 7.50% due 11/07/19		580,000		693,100
Republic of Turkey Senior Notes 8.00% due 02/14/34		467,000		586,085
Republic of Turkey Bonds 11.88% due 01/15/30		460,000		785,450
Republic of Uruguay Bonds 8.00% due 11/18/22		580,000		767,050
Republic of Venezuela Senior Bonds 8.50% due 10/08/14		1,000,000		902,500
Republic of Venezuela Bonds 9.00% due 05/07/23		500,000		343,750
Republic of Venezuela Bonds 12.75% due 08/23/22		1,050,000		909,825

Security Description	Principal Amount(15)		Value (Note 2)
Sovereign (continued)
Russian Federation Senior Bonds 5.00% due 04/29/20*	$	700,000	$	743,750
Russian Federation Senior Bonds 7.50% due 03/31/30		1,673,775		2,002,337
Russian Federation Bonds 7.85% due 03/10/18*		RUB 15,000,000		543,424
Russian Federation Bonds 7.85% due 03/10/18		RUB 15,000,000		545,502
Russian Federation Notes 12.75% due 06/24/28		1,040,000		1,843,400
State of Qatar Bonds 5.25% due 01/20/20		680,000		763,300
State of Qatar Bonds 6.55% due 04/09/19		420,000		510,300
Swiss Confederation Bonds 2.00% due 10/12/16		CHF   3,090,000		4,103,981
United Mexican States Senior Notes 6.05% due 01/11/40		690,000		791,085
United Mexican States Bonds 7.25% due 12/15/16		MXN 27,330,000		2,438,976
United Mexican States Senior Notes 7.50% due 04/08/33		740,000		999,000
United Mexican States Bonds 8.00% due 12/17/15		MXN   8,700,000		787,897
United Mexican States Bonds 8.00% due 06/11/20		MXN   4,000,000		370,442
United Mexican States Senior Bonds 8.30% due 08/15/31		210,000		301,350
				79,465,941
Sovereign Agency — 0.2%
European Union Senior Notes 3.25% due 04/04/18		EUR      151,000		226,449
Financing of Infrastrucural Projects State Enterprise Govt. Guar.Bonds 7.40% due 04/20/18		860,000		847,100
				1,073,549
Total Foreign Government Agencies
(cost $76,208,896)				81,052,258
U.S. GOVERNMENT AGENCIES — 12.8%
Federal Home Loan Mtg. Corp. — 3.6%
4.50% due 02/01/20		163,208		175,087
4.50% due 08/01/20		67,456		72,365
4.50% due 03/01/23		361,358		386,813
4.50% due 01/01/39		265,604		281,185
4.50% due 06/01/40		1,254,638		1,337,454
4.50% due 08/01/40		371,702		392,985
5.00% due 09/01/18		213,346		231,004

104

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Principal Amount(15)		Value (Note 2)
U.S. GOVERNMENT AGENCIES (continued)
Federal Home Loan Mtg. Corp. (continued)
5.00% due 07/01/20	$	141,803	$	153,451
5.00% due 05/01/34		332,931		362,866
5.00% due 02/01/35		39,658		42,852
5.00% due 07/01/35		149,247		161,244
5.00% due 11/01/35		414,743		448,082
5.00% due 03/01/38		294,522		317,369
5.00% due 05/01/38		105,926		114,060
5.00% due 09/01/38		1,014,932		1,092,869
5.00% due 03/01/39		1,036,715		1,118,310
5.00% due 08/01/39		3,002,753		3,238,518
5.50% due 06/01/22		222,253		241,716
5.50% due 07/01/35		135,033		148,416
5.50% due 05/01/37		295,901		323,980
5.50% due 06/01/37		11,676		12,784
5.50% due 10/01/37		1,549,208		1,696,214
5.50% due 12/01/37		198,267		217,080
5.50% due 01/01/38		257,450		282,121
5.50% due 02/01/38		284,765		311,786
5.50% due 07/01/38		856,449		936,380
6.00% due 01/01/30		14,562		16,317
6.00% due 02/01/32		20,188		22,621
6.00% due 05/01/37		9,658		10,723
6.00% due 10/01/37		162,406		180,310
6.00% due 10/01/39		1,526,395		1,691,320
6.50% due 07/01/29		2,122		2,441
6.50% due 12/01/35		444		505
6.50% due 02/01/36		68,845		78,217
6.50% due 11/01/37		197,389		222,534
7.00% due 06/01/29		7,862		9,075
Federal Home Loan Mtg. Corp. REMIC Series 3841, Class PA 5.00% due 12/15/40		956,333		1,058,446
Series 2626, Class SP FRS 6.44% due 02/15/18		9,412,475		751,189
				18,140,689
Federal National Mtg. Assoc. — 8.5%
4.00% due 06/01/39		846,010		882,847
4.00% due 09/01/40		2,787,782		2,893,485
4.50% due 06/01/19		130,994		140,654
4.50% due 01/01/39		163,690		173,343
4.50% due 12/01/39		2,679,662		2,864,063
4.50% due 04/01/40		4,349,408		4,633,761
4.50% due 07/01/40		948,254		1,004,914
4.50% due 08/01/40		897,032		949,231
4.50% due 11/01/40		329,335		348,499
5.00% due 03/15/16		163,000		191,358
5.00% due 01/01/23		337,075		363,341
5.00% due 04/01/23		270,065		291,109
5.00% due 04/01/35		1,855,432		2,008,118
5.00% due 01/01/37		61,612		66,509
5.00% due 03/01/37		97,871		105,925
5.00% due 05/01/37		16,263		17,556
5.00% due 06/01/37		293,587		316,921
5.00% due 07/01/37		369,064		398,397
5.00% due 09/01/39		2,130,534		2,319,176
5.00% due 05/01/40		943,439		1,019,012
5.00% due 07/01/40		1,006,038		1,086,624
5.00% due 08/01/40		1,090,318		1,177,657
5.50% due 03/01/18		8,313		9,036
5.50% due 11/01/22		97,927		106,342
5.50% due 01/01/29		24,024		26,522
5.50% due 05/01/29		11,069		12,210
5.50% due 06/01/34		136,817		150,655
5.50% due 08/01/34		697,153		767,664

Security Description	Principal Amount(15)		Value (Note 2)
Federal National Mtg. Assoc. (continued)
5.50% due 03/01/35	$	1,061,030	$	1,168,343
5.50% due 09/01/36		893,347		980,909
5.50% due 11/01/36		23,685		26,007
5.50% due 04/01/37		170,195		186,558
5.50% due 08/01/37		4,372,091		4,798,403
5.50% due 03/01/38		272,878		298,771
6.00% due 02/01/32		47,068		52,757
6.00% due 10/01/34		1,598		1,786
6.00% due 10/01/35		367,778		409,585
6.00% due 07/01/37		85,769		95,117
6.00% due 08/01/37		299,588		332,239
6.00% due 10/01/37		293,502		327,599
6.00% due 11/01/38		2,282,091		2,530,809
6.00% due 12/01/38		3,042,095		3,371,741
6.50% due 12/01/31		34,962		39,942
6.50% due 02/01/35		69,091		78,241
6.50% due 07/01/36		111,201		125,371
6.50% due 11/01/37		295,536		332,087
6.50% due 10/01/38		1,756,218		1,972,136
8.50% due 08/01/31		2,350		2,781
Federal National Mtg. Assoc. REMIC Series 2011-38, Class D 4.50% due 05/25/41		979,993		1,073,575
				42,529,686
Government National Mtg. Assoc. — 0.7%
5.50% due 08/15/39		1,524,678		1,702,496
6.00% due 08/15/39		1,797,397		2,033,861
				3,736,357
Total U.S. Government Agencies
(cost $61,817,546)				64,406,732
U.S. GOVERNMENT TREASURIES — 6.0%
United States Treasury Bonds — 0.9%
2.13% due 02/15/40 TIPS(13)		250,649		308,083
2.13% due 02/15/41 TIPS(13)		206,154		254,504
4.38% due 02/15/38		204,000		234,218
4.38% due 11/15/39		190,000		217,520
4.38% due 05/15/41		997,000		1,142,652
4.50% due 05/15/38		203,000		237,637
4.50% due 08/15/39		112,000		130,830
4.63% due 02/15/40		161,000		191,841
5.25% due 11/15/28		1,385,000		1,788,813
8.13% due 08/15/19		117,000		173,087
				4,679,185
United States Treasury Notes — 5.1%
0.50% due 05/31/13		149,000		149,809
0.63% due 07/15/14		448,000		452,095
0.75% due 06/15/14		4,102,000		4,154,555
1.00% due 07/15/13		1,110,000		1,126,739
1.75% due 05/31/16		625,000		650,681
2.13% due 05/31/15		73,000		77,305
2.13% due 08/15/21		143,000		141,793
2.38% due 05/31/18		2,478,000		2,621,253
2.63% due 02/29/16		1,000,000		1,081,562
2.75% due 02/28/13		105,000		109,036
2.75% due 05/31/17		1,319,000		1,432,764
2.75% due 02/15/19		860,000		927,859
3.13% due 05/15/21		9,572,000		10,367,720
3.25% due 05/31/16		350,000		388,910
3.38% due 07/31/13		449,000		476,256
3.50% due 02/15/18		234,000		264,731
3.63% due 08/15/19		52,000		59,264
3.88% due 05/15/18		57,000		65,902

105

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

Security Description	Shares/ Principal Amount(15)		Value (Note 2)
U.S. GOVERNMENT TREASURIES (continued)
United States Treasury Notes (continued)
4.50% due 11/15/15	$	536,000	$	620,545
4.63% due 11/15/16		130,000		153,857
				25,322,636
Total U.S. Government Treasuries
(cost $28,684,978)				30,001,821
COMMON STOCK — 0.0%
Banks - Commercial — 0.0%
Lloyds Banking Group PLC†		219,033		119,449
Gambling (Non-Hotel) — 0.0%
Shreveport Gaming Holdings, Inc.(3)(4)(14)		1,280		327
Medical - Outpatient/Home Medical — 0.0%
Critical Care Systems International, Inc.†(3)(4)(14)		5,372		134
Retail - Music Store — 0.0%
MTS, Inc.†(3)(4)(14)		3,863		0
Total Common Stock
(cost $146,675)				119,910
PREFERRED STOCK — 0.9%
Banks - Commercial — 0.1%
CoBank ACB 11.00%*		5,396		296,105
Banks - Super Regional — 0.1%
US Bancorp FRS 3.50%		433		337,311
Wachovia Capital Trust IX 6.38%		4,350		108,750
				446,061
Diversified Banking Institutions — 0.5%
Ally Financial, Inc. 7.00%*		1,989		1,513,443
Goldman Sachs Group, Inc. 6.13%		39,600		974,160
HSBC Holdings PLC 8.00%		7,200		191,736
				2,679,339
Diversified Financial Services — 0.0%
General Electric Capital Corp. 5.50%(11)		6,436		168,559
Electric - Integrated — 0.1%
Southern California Edison Co. FRS 5.87%		1,920		192,960
Finance - Investment Banker/Broker — 0.1%
JP Morgan Chase Capital XXIX 6.70%		13,680		349,524
Finance - Mortgage Loan/Banker — 0.0%
Federal Home Loan Mgt. Corp. FRS 8.38%†		5,100		11,373
Special Purpose Entity — 0.0%
Structured Repackaged Asset-Backed Trust Securities FRS 3.00%		9,200		188,600
Total Preferred Stock
(cost $4,494,904)				4,332,521
WARRANTS — 0.0%
Publishing - Periodicals — 0.0%
Reader’s Digest Assoc., Inc. Expires 02/19/14†(3)(4)		3,043		0

Security Description	Shares/ Principal Amount(15)			Value (Note 2)
Television — 0.0%
ION Media Networks, Inc. Expires 12/18/16 (strike price $500.00)†(3)(4)		157		$	31,400
ION Media Networks, Inc. Expires 12/18/16 (strike price $687.50)†(3)(4)		157			19,625
					51,025
Total Warrants
(cost $3,151)					51,025
Total Long - Term Investment Securities
(cost $470,634,242)					470,818,847
SHORT - TERM INVESTMENT SECURITIES — 4.8%
Time Deposits — 4.8%
Euro Time Deposit with State Street Bank and Trust Co. 0.01% due 9/01/11 (cost $24,142,000)	$	24,142,000			24,142,000
TOTAL INVESTMENTS (cost $494,776,242)(16)		98.8	%		494,960,847
Other assets less liabilities		1.2			5,831,180
NET ASSETS —		100.0	%	$	500,792,027

* 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, 2011, the aggregate value of these securities was $107,382,700 representing 21.4% 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) Fair valued security. Securities are classified as Level 3 based on the securities valuation inputs; see Note 2.

(4) Illiquid security. At August 31, 2011, the aggregate value of these securities was $70,053 representing 0.0% of net assets.

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

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

(7) Company has filed Chapter 7 bankruptcy protection.

(8) Bond in default of interest and principal at maturity.

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

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

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

(12) Bond in default

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

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

106

VALIC Company II Strategic Bond Fund

PORTFOLIO OF INVESTMENTS — August 31, 2011 — (continued)

In addition, certain restricted securities may exhibit greater price volatility than securities for which secondary markets exist. As of August 31, 2011, the Strategic Bond Fund held the following restricted securities:

Name	Acquisition Date		Shares		Acquisition Cost		Market Value		Market Value Per Share		Value as a % of Net Assets
Critical Care Systems International, Inc. Common Stock		06/17/04		635	$	0
		11/09/04		4,737		0
				5,372		0	$	134	$	0.02		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		327	$	0.26		0.00	%
							$	461

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

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

FDIC—Federal Deposit Insurance Corp.

REMIC—Real Estate Mortgage Investment Conduit

TIPS—Treasury Inflation Protected Security

FRS—Floating Rate Security

VRS—Variable Rate Security

The rates shown on FRS and VRS are the current interest rates at August 31, 2011 and unless noted otherwise the dates shown are the original maturity dates.

Currency Legend

AUD—Australian Dollar

CAD—Canadian Dollar

CHF—Swiss Franc

CLP—Chilean Peso

COP—Columbian Peso

EUR—Euro Dollar

JPY—Japanese Yen

MXN—Mexican Peso

NOK—Norweigian Krone

PHP—Philippines Peso

RUB—Russian Ruble

SEK—Swedish Krona

SGD—Singapore Dollar

TRY—Turkish Lira

The following is a summary of the inputs used to value the Fund’s net assets as of August 31, 2011 (see Note 2):

	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Observable Inputs		Level 3 - Significant Unobservable Inputs		Total
ASSETS:
Long-Term Investment Securities:
Asset Backed Securities	$	—	$	27,894,556	$	—	$	27,894,556
U.S. Corporate Bonds & Notes		—		213,893,657		1,528,628		215,422,285
Foreign Corporate Bonds & Notes		—		47,537,739		0		47,537,739
Foreign Government Agencies		—		81,052,258		—		81,052,258
U.S. Government Agencies		—		64,406,732		—		64,406,732
U.S. Government Treasuries		—		30,001,821		—		30,001,821
Common Stock		119,449		—		461		119,910
Preferred Stock		2,522,973		1,809,548		—		4,332,521
Warrants		—		—		51,025		51,025
Short-Term Investment Securities:
Time Deposits		—		24,142,000		—		24,142,000
Total	$	2,642,422	$	490,738,311	$	1,580,114	$	494,960,847

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

	Convertible Bonds & Notes			U.S. Corporate Bonds & Notes			Foreign Corporate Bonds & Notes			Common Stock			Warrants
Balance as of 08/31/2010	$	121,800		$	3,766,446		$	33,000		$	302,460		$	0
Accrued discounts/premiums		—			36,576			—			—			—
Realized gain (loss)		—			(600,835	)		38,000			(170,827	)		(18,990	)
Change in unrealized appreciation (depreciation)(1)		18,200			805,862			(33,000	)		99,135			70,015
Net purchases (sales)		(140,000	)		(3,335,618	)		(38,000	)		(230,307	)		—
Transfers in and/or out of Level 3(2)		—			856,197			—			—			—
Balance as of 08/31/2011	$	—		$	1,528,628		$	0		$	461		$	51,025

(1) The total change in unrealized appreciation (depreciation) attributable to level 3 investments still held at August 31, 2011 includes:

Convertible Bonds & Notes		U.S. Corporate Bonds & Notes			Foreign Corporate Bonds & Notes		Common Stock			Warrants
$	—	$	(97,823	)	$	—	$	(1,450	)	$	51,025

(2) The Fund’s policy is to recognize transfers in and transfers out as of the end of the reporting period.

See Notes to Financial Statements

107

VALIC Company II

STATEMENTS OF ASSETS AND LIABILITIES — August 31, 2011

	AGGRESSIVE GROWTH LIFESTYLE FUND			CAPITAL APPRECIATION FUND			CONSERVATIVE GROWTH LIFESTYLE FUND			CORE BOND FUND		HIGH YIELD BOND FUND			INTERNATIONAL SMALL CAP EQUITY
ASSETS:
Investments at value (unaffiliated)*	$	–		$	44,254,966		$	–		$	432,822,244	$	259,351,237		$	575,515,217
Investments at value (affiliated)*		184,979,766			–			119,540,178			–		–			–
Repurchase agreements (cost approximates value)		–			–			–			–		–			–
Total investments		184,979,766			44,254,966			119,540,178			432,822,244		259,351,237			575,515,217
Cash		282,311			476			215,533			900		35,214			1,630
Foreign cash*		–			–			–			–		–			8,970,217
Receivable for:
Trust shares sold		474,138			32			215,302			2,079,889		43,615			423,475
Dividends and interest		–			88,916			–			3,569,215		4,935,021			1,215,700
Investments sold		–			–			–			3,015,558		1,194,395			2,026,863
Prepaid expenses and other assets		4,913			5,705			4,214			9,103		8,791			16,013
Due from investment adviser for expense reimbursements/fee waivers		12,765			411			10,829			67,447		15,845			109,529
Variation margin on futures contracts		–			–			–			–		–			–
TOTAL ASSETS		185,753,893			44,350,506			119,986,056			441,564,356		265,584,118			588,278,644
LIABILITIES:
Payable for:
Trust shares reaquired		8,455			41,739			177,805			90,431		5,918			28,239
Investments purchased		465,683			431,109			37,497			7,916,598		2,834,416			1,895,178
Investment advisory and management fees		15,068			19,983			9,968			172,262		139,571			399,295
Shareholder services		–			9,083			–			90,983		55,501			122,125
Administrative service fees		–			2,543			–			25,475		15,540			34,195
Transfer agent fees and expenses		96			144			96			144		144			128
Trustees’ fees and expenses		2,814			5,659			2,016			6,422		5,680			13,487
Other accrued expenses		50,591			42,061			48,473			93,679		147,458			192,774
Accrued foreign tax on capital gains		–			–			–			–		–			236,595
Due to investment adviser		–			–			–			–		–			–
Due to custodian		–			–			–			–		–			–
Due to custodian for foreign cash		–			–			–			–		–			–
TOTAL LIABILITIES		542,707			552,321			275,855			8,395,994		3,204,228			2,922,016
NET ASSETS	$	185,211,186		$	43,798,185		$	119,710,201		$	433,168,362	$	262,379,890		$	585,356,628
NET ASSETS REPRESENTED BY:
Trust shares at par value of $0.01 per share	$	219,406		$	46,738		$	106,653		$	397,450	$	360,225		$	469,450
Additional paid in capital		193,239,568			58,058,776			111,575,519			411,891,888		285,064,194			730,320,566
Accumulated undistributed net investment income (loss)		3,688,130			220,552			3,217,569			13,006,504		19,269,256			8,240,933
Accumulated undistributed net realized gain (loss) on investments, futures contracts, options contracts, securities sold short, foreign exchange transactions and capital gain distributions from underlying funds		(24,421,807	)		(17,139,370	)		(598,289	)		1,927,138		(37,261,532	)		(166,454,631	)
Unrealized appreciation (depreciation) on investments		12,485,889			2,611,489			5,408,749			5,945,382		(5,052,253	)		13,003,845
Unrealized appreciation (depreciation) on futures contracts and options contracts		–			–			–			–		–			–
Unrealized foreign exchange gain (loss) on other assets and liabilities		–			–			–			–		–			13,060
Accrued capital gains tax on unrealized appreciation (depreciation)		–			–			–			–		–			(236,595	)
NET ASSETS	$	185,211,186		$	43,798,185		$	119,710,201		$	433,168,362	$	262,379,890		$	585,356,628
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		21,940,596			4,673,843			10,665,317			39,745,032		36,022,468			46,945,029
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE	$	8.44		$	9.37		$	11.22		$	10.90	$	7.28		$	12.47
* Cost
Investments (unaffiliated)	$	–		$	41,643,477		$	–		$	426,876,862	$	264,403,490		$	562,511,372
Investments (affiliated)	$	172,493,877		$	–		$	114,131,429		$	–	$	–		$	–
Foreign cash	$	–		$	–		$	–		$	–	$	–		$	9,001,101

See Notes to Financial Statements

108    

VALIC Company II

STATEMENTS OF ASSETS AND LIABILITIES — August 31, 2011 (continued)

	LARGE CAP VALUE FUND			MID CAP GROWTH FUND			MID CAP VALUE FUND			MODERATE GROWTH LIFESTYLE FUND			MONEY MARKET II FUND
ASSETS:
Investments at value (unaffiliated)*	$	151,149,484		$	161,720,422		$	609,132,673		$	–		$	181,883,929
Investments at value (affiliated)*		–			–			–			280,185,526			–
Repurchase agreements (cost approximates value)		–			–			7,676,000			–			33,458,000
Total investments		151,149,484			161,720,422			616,808,673			280,185,526			215,341,929
Cash		67,064			991			1,388			312,749			705
Foreign cash*		–			8,988			–			–			–
Receivable for:
Trust shares sold		35,893			69,387			1,424,763			608,235			89,960
Dividends and interest		319,634			95,227			797,328			–			37,906
Investments sold		354,177			509,254			2,677,869			–			–
Prepaid expenses and other assets		8,450			15,031			29,521			6,452			10,481
Due from investment adviser for expense reimbursements/fee waivers		–			71,315			67,174			19,375			83,361
Variation margin on futures contracts		–			–			–			–			–
TOTAL ASSETS		151,934,702			162,490,615			621,806,716			281,132,337			215,564,342
LIABILITIES:
Payable for:
Trust shares reaquired		2,926			125,278			24,445			157,744			984,591
Investments purchased		347,360			892,724			5,168,187			450,491			–
Investment advisory and management fees		62,397			97,040			350,169			23,218			45,948
Shareholder services		31,198			32,382			123,008			–			45,949
Administrative service fees		8,735			9,067			34,442			–			12,866
Transfer agent fees and expenses		128			128			363			96			64
Trustees’ fees and expenses		5,939			4,302			15,501			4,500			7,476
Other accrued expenses		63,288			58,850			124,722			60,351			60,509
Accrued foreign tax on capital gains		–			–			–			–			–
Due to investment adviser		52,298			–			–			–			–
Due to custodian		–			–			–			–			–
Due to custodian for foreign cash		–			–			435			–			–
TOTAL LIABILITIES		574,269			1,219,771			5,841,272			696,400			1,157,403
NET ASSETS	$	151,360,433		$	161,270,844		$	615,965,444		$	280,435,937		$	214,406,939
NET ASSETS REPRESENTED BY:
Trust shares at par value of $0.01 per share	$	145,430		$	203,331		$	403,150		$	232,861		$	2,146,771
Additional paid in capital		254,207,048			158,261,443			670,796,327			267,356,633			212,559,578
Accumulated undistributed net investment income (loss)		1,627,584			(8,390	)		1,788,519			6,214,432			(5,309	)
Accumulated undistributed net realized gain (loss) on investments, futures contracts, options contracts, securities sold short, foreign exchange transactions and capital gain distributions from underlying funds		(106,892,215	)		(2,949,649	)		(34,802,649	)		(10,861,152	)		(294,101	)
Unrealized appreciation (depreciation) on investments		2,272,586			5,763,867			(22,219,089	)		17,493,163			–
Unrealized appreciation (depreciation) on futures contracts and options contracts		–			–			–			–			–
Unrealized foreign exchange gain (loss) on other assets and liabilities		–			242			(814	)		–			–
Accrued capital gains tax on unrealized appreciation (depreciation)		–			–			–			–			–
NET ASSETS	$	151,360,433		$	161,270,844		$	615,965,444		$	280,435,937		$	214,406,939
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		14,543,015			20,333,135			40,314,958			23,286,066			214,677,127
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE	$	10.41		$	7.93		$	15.28		$	12.04		$	1.00
*   Cost
Investments (unaffiliated)	$	148,876,898		$	155,956,555		$	631,351,762		$	–		$	181,883,929
Investments (affiliated)	$	–		$	–		$	–		$	262,692,363		$	–
Foreign cash	$	–		$	8,750		$	(445	)	$	–		$	–

See Notes to Financial Statements

109

VALIC Company II

STATEMENTS OF ASSETS AND LIABILITIES — August 31, 2011 (continued)

	SMALL CAP GROWTH FUND			SMALL CAP VALUE FUND			SOCIALLY RESPONSIBLE FUND			STRATEGIC BOND FUND
ASSETS:
Investments at value (unaffiliated)*	$	77,624,293		$	393,655,602		$	627,402,064		$	494,960,847
Investments at value (affiliated)*		–			–			–			–
Repurchase agreements (cost approximates value)		–			8,038,000			28,283,000			–
Total investments		77,624,293			401,693,602			655,685,064			494,960,847
Cash		245			–			9,379			32,772
Foreign cash*		–			–			–			1,556,579
Receivable for:
Trust shares sold		61,343			282,890			259,210			215,669
Dividends and interest		21,823			360,186			1,420,403			7,192,069
Investments sold		1,632,012			5,264,000			–			1,455,265
Prepaid expenses and other assets		7,336			18,083			16,784			11,312
Due from investment adviser for expense reimbursements/fee waivers		15,165			16,390			16,604			25,467
Variation margin on futures contracts		–			7,143			369,618			–
TOTAL ASSETS		79,362,217			407,642,294			657,777,062			505,449,980
LIABILITIES:
Payable for:
Trust shares reaquired		2,950			140,515			918,553			10,528
Investments purchased		391,465			2,264,351			8,531			4,161,930
Investment advisory and management fees		55,751			222,831			138,001			228,455
Shareholder services		16,397			84,071			138,001			105,761
Administrative service fees		4,591			23,540			38,640			29,613
Transfer agent fees and expenses		144			128			128			225
Trustees’ fees and expenses		2,430			8,289			15,285			9,189
Other accrued expenses		49,255			108,935			125,312			112,252
Accrued foreign tax on capital gains		–			–			–			–
Due to investment adviser		–			–			–			–
Due to custodian		–			41,263			–			–
Due to custodian for foreign cash		–			–			–			–
TOTAL LIABILITIES		522,983			2,893,923			1,382,451			4,657,953
NET ASSETS	$	78,839,234		$	404,748,371		$	656,394,611		$	500,792,027
NET ASSETS REPRESENTED BY:
Trust shares at par value of $0.01 per share	$	61,236		$	326,261		$	601,286		$	442,769
Additional paid in capital		73,719,460			383,612,576			806,035,631			479,408,394
Accumulated undistributed net investment income (loss)		(4,292	)		3,506,737			9,008,681			27,657,564
Accumulated undistributed net realized gain (loss) on investments, futures contracts, options contracts, securities sold short, foreign exchange transactions and capital gain distributions from underlying funds		5,141,632			6,085,279			(192,644,600	)		(6,928,972	)
Unrealized appreciation (depreciation) on investments		(78,802	)		11,354,088			32,880,704			184,605
Unrealized appreciation (depreciation) on futures contracts and options contracts		–			(136,570	)		512,909			–
Unrealized foreign exchange gain (loss) on other assets and liabilities		–			–			–			27,667
Accrued capital gains tax on unrealized appreciation (depreciation)		–			–			–			–
NET ASSETS	$	78,839,234		$	404,748,371		$	656,394,611		$	500,792,027
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		6,123,599			32,626,091			60,128,583			44,276,939
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE	$	12.87		$	12.41		$	10.92		$	11.31
*   Cost
Investments (unaffiliated)	$	77,703,095		$	382,301,514		$	594,521,360		$	494,776,242
Investments (affiliated)	$	–		$	–		$	–		$	–
Foreign cash	$	–		$	–		$	–		$	1,535,943

See Notes to Financial Statements

110

VALIC Company II

STATEMENTS OF OPERATIONS — For the Year Ended August 31, 2011

	AGGRESSIVE GROWTH LIFESTYLE FUND			CAPITAL APPRECIATION FUND			CONSERVATIVE GROWTH LIFESTYLE FUND			CORE BOND FUND			HIGH YIELD BOND FUND
INVESTMENT INCOME:
Dividends (unaffiliated)	$	–		$	618,162		$	–		$	301,891		$	231,175
Dividends (affiliated)		3,823,203			–			3,311,581			–			–
Interest (unaffiliated)		154			46			151			14,529,765			22,792,579
Total investment income*		3,823,357			618,208			3,311,732			14,831,656			23,023,754
EXPENSES:
Investment advisory and management fees		161,884			256,423			105,230			1,611,477			1,710,977
Administrative service fee		–			32,636			–			235,119			190,864
Shareholder services fee		–			116,556			–			839,710			681,657
Transfer agent fees and expenses		681			828			627			805			812
Custodian and accounting fees		19,329			19,990			19,279			93,124			45,244
Reports to shareholders		41,792			6,355			26,293			83,960			51,891
Audit and tax fees		27,245			30,465			27,854			33,295			37,742
Legal fees		18,620			12,125			15,753			27,305			38,209
Trustees’ fees and expenses		18,415			187			8,195			37,798			32,266
Interest expense		–			174			–			508			4
Other expenses		4,001			6,435			3,456			8,183			11,799
Total expenses before fee waivers, expense reimbursements, fees paid indirectly		291,967			482,174			206,687			2,971,284			2,801,465
Fees waived and expenses reimbursed by investment advisor (Note 3)		(130,084	)		(85,884	)		(101,458	)		(384,979	)		(183,901	)
Fees paid indirectly (Note 7)		–			–			–			–			–
Net expenses		161,883			396,290			105,229			2,586,305			2,617,564
Net investment income (loss)		3,661,474			221,918			3,206,503			12,245,351			20,406,190
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES:
Net realized gain (loss) on investments (unaffiliated)		–			4,906,612			–			6,454,842			6,916,722
Net realized gain (loss) on investments (affiliated)		14,005,095			–			8,647,784			–			–
Net realized gain (loss) from capital gain distributions from underlying funds (affiliated)		368,702			–			124,864			–			–
Net realized gain (loss) on futures contracts		–			–			–			–			–
Net realized foreign exchange gain (loss) on other assets and liabilities		–			–			–			–			–
Net realized gain (loss) on disposal of investments in violation of investment restrictions (Note 3)		–			–			–			–			–
Net increase from payment by affiliates (Note 3)		–			–			–			–			–
Net realized gain (loss) on investments and foreign currencies		14,373,797			4,906,612			8,772,648			6,454,842			6,916,722
Change in unrealized appreciation (depreciation) on investments (unaffiliated)		–			1,920,917			–			(2,603,156	)		(8,543,765	)
Change in unrealized appreciation (depreciation) on investments (affiliated)		1,128,845			–			(1,891,822	)		–			–
Change in unrealized appreciation (depreciation) on futures contracts		–			–			–			–			–
Change in unrealized foreign exchange gain (loss) on other assets and liabilities		–			–			–			–			–
Change in accrued capital gains tax on unrealized appreciation (depreciation)		–			–			–			–			–
Net unrealized gain (loss) on investments and foreign currencies		1,128,845			1,920,917			(1,891,822	)		(2,603,156	)		(8,543,765	)
Net realized and unrealized gain (loss) on investments and foreign currencies		15,502,642			6,827,529			6,880,826			3,851,686			(1,627,043	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	19,164,116		$	7,049,447		$	10,087,329		$	16,097,037		$	18,779,147
*   Net of foreign withholding taxes on interest and dividends of	$	–		$	–		$	–		$	7,313		$	4,878
** Net of foreign withholding taxes on capital gains of	$	–		$	–		$	–		$	–		$	–

See Notes to Financial Statements

111

VALIC Company II

STATEMENTS OF OPERATIONS — For the Year Ended August 31, 2011 — (continued)

	INTERNATIONAL SMALL CAP EQUITY FUND			LARGE CAP VALUE FUND			MID CAP GROWTH FUND			MID CAP VALUE FUND			MODERATE GROWTH LIFESTYLE FUND			MONEY MARKET II FUND
INVESTMENT INCOME:
Dividends (unaffiliated)	$	13,715,540		$	2,955,343		$	926,900		$	7,505,168		$	–		$	–
Dividends (affiliated)		–			–			–			–			6,430,341			–
Interest (unaffiliated)		2,637			1,649			547			19,125			181			419,917
Total investment income*		13,718,177			2,956,992			927,447			7,524,293			6,430,522			419,917
EXPENSES:
Investment advisory and management fees		5,124,373			826,118			1,295,346			4,177,025			250,029			493,648
Administrative service fee		439,633			115,657			122,035			411,181			–			138,221
Shareholder services fee		1,570,116			413,059			435,838			1,468,505			–			493,648
Transfer agent fees and expenses		709			719			748			1,242			681			432
Custodian and accounting fees		529,962			54,532			46,712			166,944			17,810			32,685
Reports to shareholders		163,664			60,247			89,399			350,746			64,812			33,286
Audit and tax fees		48,656			30,733			30,945			31,262			27,245			33,830
Legal fees		49,350			22,918			27,801			51,422			22,969			23,247
Trustees’ fees and expenses		73,326			8,895			20,651			65,740			28,499			22,141
Interest expense		767			723			914			45			–			–
Other expenses		26,933			9,559			9,807			13,296			3,751			13,950
Total expenses before fee waivers, expense reimbursements, fees paid indirectly		8,027,489			1,543,160			2,080,196			6,737,408			415,796			1,285,088
Fees waived and expenses reimbursed by investment advisor (Note 3)		(1,747,024	)		(204,848	)		(598,348	)		(569,689	)		(165,765	)		(884,946	)
Fees paid indirectly (Note 7)		–			(21,520	)		(33,659	)		(96,771	)		–			–
Net expenses		6,280,465			1,316,792			1,448,189			6,070,948			250,031			400,142
Net investment income (loss)		7,437,712			1,640,200			(520,742	)		1,453,345			6,180,491			19,775
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES:
Net realized gain (loss) on investments (unaffiliated)		59,772,841			13,300,777			43,426,717			91,028,826			–			(1,005	)
Net realized gain (loss) on investments (affiliated)		–			–			–			–			22,968,710			–
Net realized gain (loss) from capital gain distributions from underlying funds (affiliated)		–			–			–			–			438,621			–
Net realized gain (loss) on futures contracts		–			–			–			–			–			–
Net realized foreign exchange gain (loss) on other assets and liabilities		(39,442	)		–			(5,504	)		(69,328	)		–			–
Net realized gain (loss) on disposal of investments in violation of investment restrictions (Note 3)		–			–			–			–			–			–
Net increase from payment by affiliates (Note 3)		–			–			–			–			–			75,000
Net realized gain (loss) on investments and foreign currencies		59,733,399			13,300,777			43,421,213			90,959,498			23,407,331			73,995
Change in unrealized appreciation (depreciation) on investments (unaffiliated)		(988,543	)		5,677,786			(1,398,914	)		(39,749,169	)		–			–
Change in unrealized appreciation (depreciation) on investments (affiliated)		–			–			–			–			(2,784,333	)		–
Change in unrealized appreciation (depreciation) on futures contracts		–			–			–			–			–			–
Change in unrealized foreign exchange gain (loss) on other assets and liabilities		4,730			–			270			(1,390	)		–			–
Change in accrued capital gains tax on unrealized appreciation (depreciation)		(25,693	)		–			–			–			–			–
Net unrealized gain (loss) on investments and foreign currencies		(1,009,506	)		5,677,786			(1,398,644	)		(39,750,559	)		(2,784,333	)		–
Net realized and unrealized gain (loss) on investments and foreign currencies		58,723,893			18,978,563			42,022,569			51,208,939			20,622,998			73,995
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	66,161,605		$	20,618,763		$	41,501,827		$	52,662,284		$	26,803,489		$	93,770
*   Net of foreign withholding taxes on interest and dividends of	$	1,121,335		$	4,846		$	2,743		$	87,319		$	–		$	–
** Net of foreign withholding taxes on capital gains of	$	107,899		$	–		$	–		$	–		$	–		$	–

See Notes to Financial Statements

112

VALIC Company II

STATEMENTS OF OPERATIONS — For the Year Ended August 31, 2011 — (continued)

	SMALL CAP GROWTH FUND			SMALL CAP VALUE FUND			SOCIALLY RESPONSIBLE FUND			STRATEGIC BOND FUND
INVESTMENT INCOME:
Dividends (unaffiliated)	$	319,240		$	5,813,150		$	13,258,740		$	304,498
Dividends (affiliated)		–			–			–			–
Interest (unaffiliated)		197			8,063			4,672			29,853,313
Total investment income*		319,437			5,821,213			13,263,412			30,157,811
EXPENSES:
Investment advisory and management fees		681,557			3,017,639			1,895,477			2,624,041
Administrative service fee		56,128			319,592			530,734			339,376
Shareholder services fee		200,458			1,141,400			1,895,477			1,212,056
Transfer agent fees and expenses		795			756			628			1,064
Custodian and accounting fees		43,275			150,492			88,501			154,381
Reports to shareholders		18,138			95,940			183,168			125,833
Audit and tax fees		30,106			31,035			30,464			37,715
Legal fees		13,644			29,750			45,388			38,846
Trustees’ fees and expenses		5,728			51,273			89,407			56,751
Interest expense		48			17			–			–
Other expenses		10,067			24,537			26,960			13,520
Total expenses before fee waivers, expense reimbursements, fees paid indirectly		1,059,944			4,862,431			4,786,204			4,603,583
Fees waived and expenses reimbursed by investment advisor (Note 3)		(129,819	)		(525,113	)		(540,335	)		(288,663	)
Fees paid indirectly (Note 7)		(7,865	)		(26,867	)		–			–
Net expenses		922,260			4,310,451			4,245,869			4,314,920
Net investment income (loss)		(602,823	)		1,510,762			9,017,543			25,842,891
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES:
Net realized gain (loss) on investments (unaffiliated)		12,722,693			49,301,704			85,855,783			19,669,985
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		–			798,236			61,813			–
Net realized foreign exchange gain (loss) on other assets and liabilities		–			–			–			176,107
Net realized gain (loss) on disposal of investments in violation of investment restrictions (Note 3)		–			–			20,044			–
Net increase from payment by affiliates (Note 3)		–			–			–			–
Net realized gain (loss) on investments and foreign currencies		12,722,693			50,099,940			85,937,640			19,846,092
Change in unrealized appreciation (depreciation) on investments (unaffiliated)		(470,754	)		28,879,537			29,124,357			(16,169,485	)
Change in unrealized appreciation (depreciation) on investments (affiliated)		–			–			–			–
Change in unrealized appreciation (depreciation) on futures contracts		–			17,058			620,635			–
Change in unrealized foreign exchange gain (loss) on other assets and liabilities		–			–			–			5,244
Change in accrued capital gains tax on unrealized appreciation (depreciation)		–			–			–			–
Net unrealized gain (loss) on investments and foreign currencies		(470,754	)		28,896,595			29,744,992			(16,164,241	)
Net realized and unrealized gain (loss) on investments and foreign currencies		12,251,939			78,996,535			115,682,632			3,681,851
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	11,649,116		$	80,507,297		$	124,700,175		$	29,524,742
*   Net of foreign withholding taxes on interest and dividends of	$	–		$	1,352		$	–		$	27,593
** Net of foreign withholding taxes on capital gains of	$	–		$	–		$	–		$	–

See Notes to Financial Statements

113

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, 2011			For the Year Ended August 31, 2010			For the Year Ended August 31, 2011			For the Year Ended August 31, 2010			For the Year Ended August 31, 2011			For the Year Ended August 31, 2010			For the Year Ended August 31, 2011			For the Year Ended August 31, 2010
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income (loss)	$	3,661,474		$	3,254,877		$	221,918		$	245,495		$	3,206,503		$	2,752,938		$	12,245,351		$	8,233,394
Net realized gain (loss) on investments and foreign currencies		14,373,797			6,084,170			4,906,612			1,395,367			8,772,648			4,003,727			6,454,842			6,435,977
Net unrealized gain (loss) on investments and foreign currencies		1,128,845			(2,055,308	)		1,920,917			1,733,969			(1,891,822	)		(246,147	)		(2,603,156	)		9,424,385
Net increase (decrease) in net assets resulting from operations		19,164,116			7,283,739			7,049,447			3,374,831			10,087,329			6,510,518			16,097,037			24,093,756
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		(3,191,507	)		(1,628,806	)		(170,287	)		(458,586	)		(2,696,341	)		(1,939,732	)		(8,197,945	)		(8,876,771	)
Net increase (decrease) in net assets resulting from capital share transactions (Note 6)		46,583,156			23,304,679			(3,682,347	)		(10,824,776	)		29,810,825			20,279,022			181,691,755			68,389,328
TOTAL INCREASE (DECREASE) IN NET ASSETS		62,555,765			28,959,612			3,196,813			(7,908,531	)		37,201,813			24,849,808			189,590,847			83,606,313
NET ASSETS:
Beginning of period		122,655,421			93,695,809			40,601,372			48,509,903			82,508,388			57,658,580			243,577,515			159,971,202
End of period†	$	185,211,186		$	122,655,421		$	43,798,185		$	40,601,372		$	119,710,201		$	82,508,388		$	433,168,362		$	243,577,515
†  Includes accumulated undistributed net investment income (loss) of	$	3,688,130		$	3,189,827		$	220,552		$	168,205		$	3,217,569		$	2,695,043		$	13,006,504		$	8,162,034

See Notes to Financial Statements

114

VALIC Company II

STATEMENTS OF CHANGES IN NET ASSETS — (continued)

	High Yield Bond Fund						International Small Cap Equity						Large Cap Value Fund						Mid Cap Growth Fund
	For the Year Ended August 31, 2011			For the Year Ended August 31, 2010			For the Year Ended August 31, 2011			For the Year Ended August 31, 2010			For the Year Ended August 31, 2011			For the Year Ended August 31, 2010			For the Year Ended August 31, 2011			For the Year Ended August 31, 2010
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income (loss)	$	20,406,190		$	19,813,752		$	7,437,712		$	5,509,226		$	1,640,200		$	2,237,936		$	(520,742	)	$	(568,362	)
Net realized gain (loss) on investments and foreign currencies		6,916,722			3,135,730			59,733,399			79,571,510			13,300,777			11,673,492			43,421,213			22,995,750
Net unrealized gain (loss) on investments and foreign currencies		(8,543,765	)		14,191,558			(1,009,506	)		(62,165,193	)		5,677,786			(12,582,893	)		(1,398,644	)		(7,927,113	)
Net increase (decrease) in net assets resulting from operations		18,779,147			37,141,040			66,161,605			22,915,543			20,618,763			1,328,535			41,501,827			14,500,275
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		(20,097,831	)		(18,592,117	)		(6,066,669	)		(8,411,268	)		(2,048,446	)		(2,822,618	)		–			–
Net increase (decrease) in net assets resulting from capital share transactions (Note 6)		2,648,456			51,255,186			(16,064,285	)		(35,903,630	)		(12,988,005	)		(10,438,605	)		(43,594,752	)		(9,977,544	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		1,329,772			69,804,109			44,030,651			(21,399,355	)		5,582,312			(11,932,688	)		(2,092,925	)		4,522,731
NET ASSETS:
Beginning of period		261,050,118			191,246,009			541,325,977			562,725,332			145,778,121			157,710,809			163,363,769			158,841,038
End of period†	$	262,379,890		$	261,050,118		$	585,356,628		$	541,325,977		$	151,360,433		$	145,778,121		$	161,270,844		$	163,363,769
†  Includes accumulated undistributed net investment income (loss) of	$	19,269,256		$	18,940,666		$	8,240,933		$	2,713,203		$	1,627,584		$	2,044,297		$	(8,390	)	$	(3,148	)

See Notes to Financial Statements

115

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, 2011			For the Year Ended August 31, 2010			For the Year Ended August 31, 2011			For the Year Ended August 31, 2010			For the Year Ended August 31, 2011			For the Year Ended August 31, 2010			For the Year Ended August 31, 2011			For the Year Ended August 31, 2010
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income (loss)	$	1,453,345		$	2,865,354		$	6,180,491		$	5,904,199		$	19,775		$	22,595		$	(602,823	)	$	(402,837	)
Net realized gain (loss) on investments and foreign currencies		90,959,498			36,906,484			23,407,331			9,745,997			73,995			243,367			12,722,693			4,847,195
Net unrealized gain (loss) on investments and foreign currencies		(39,750,559	)		3,200,042			(2,784,333	)		(2,751,076	)		–			–			(470,754	)		(285,735	)
Net increase (decrease) in net assets resulting from operations		52,662,284			42,971,880			26,803,489			12,899,120			93,770			265,962			11,649,116			4,158,623
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		(3,681,651	)		(5,491,988	)		(5,796,656	)		(3,392,906	)		(19,775	)		(22,595	)		–			–
Net increase (decrease) in net assets resulting from capital share transactions (Note 6)		116,406,722			(65,359,042	)		66,588,547			41,548,016			525,976			(39,678,241	)		19,433,421			1,288,170
TOTAL INCREASE (DECREASE) IN NET ASSETS		165,387,355			(27,879,150	)		87,595,380			51,054,230			599,971			(39,434,874	)		31,082,537			5,446,793
NET ASSETS:
Beginning of period		450,578,089			478,457,239			192,840,557			141,786,327			213,806,968			253,241,842			47,756,697			42,309,904
End of period†	$	615,965,444		$	450,578,089		$	280,435,937		$	192,840,557		$	214,406,939		$	213,806,968		$	78,839,234		$	47,756,697
†  Includes accumulated undistributed net investment income (loss) of	$	1,788,519		$	2,223,378		$	6,214,432		$	5,793,902		$	(5,309	)	$	(5,309	)	$	(4,292	)	$	(2,046	)

See Notes to Financial Statements

116

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, 2011			For the Year Ended August 31, 2010			For the Year Ended August 31, 2011			For the Year Ended August 31, 2010			For the Year Ended August 31, 2011			For the Year Ended August 31, 2010
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income (loss)	$	1,510,762		$	1,998,158		$	9,017,543		$	8,518,174		$	25,842,891		$	23,243,497
Net realized gain (loss) on investments and foreign currencies		50,099,940			6,195,577			85,937,640			38,656,305			19,846,092			16,190,619
Net unrealized gain (loss) on investments and foreign currencies		28,896,595			11,806,286			29,744,992			(5,037,399	)		(16,164,241	)		15,255,565
Net increase (decrease) in net assets resulting from operations		80,507,297			20,000,021			124,700,175			42,137,080			29,524,742			54,689,681
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		(4,667,231	)		(3,699,201	)		(8,195,892	)		(11,153,884	)		(24,935,131	)		(19,122,627	)
Net increase (decrease) in net assets resulting from capital share transactions (Note 6)		(18,508,468	)		(14,435,451	)		(132,675,402	)		(14,549,650	)		33,583,418			75,554,122
TOTAL INCREASE (DECREASE) IN NET ASSETS		57,331,598			1,865,369			(16,171,119	)		16,433,546			38,173,029			111,121,176
NET ASSETS:
Beginning of period		347,416,773			345,551,404			672,565,730			656,132,184			462,618,998			351,497,822
End of period†	$	404,748,371		$	347,416,773		$	656,394,611		$	672,565,730		$	500,792,027		$	462,618,998
†  Includes accumulated undistributed net investment income (loss) of	$	3,506,737		$	2,153,338		$	9,008,681		$	8,187,030		$	27,657,564		$	24,504,200

See Notes to Financial Statements

117

VALIC Company II

NOTES TO FINANCIAL STATEMENTS

Note 1 — Organization

VALIC Company II (the “Series” or “VC II”) was organized as a Delaware business trust on May 6, 1998, by The Variable Annuity Life Insurance Company (“VALIC” or the “Adviser”). VALIC, the investment adviser to VC II, is an indirect wholly-owned subsidiary of American International Group, Inc. (“AIG”). VC II is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, management investment company. The Series 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 the VALIC Company I (“VC I”) and VC II Mutual Funds.

Each Fund is diversified as defined by the 1940 Act.

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

Note 2 — Significant Accounting Policies

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

A. Security Valuation

Stocks are generally valued based upon closing sales prices reported on recognized securities exchanges on which the securities are principally traded. 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 the security. 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 of Trustees (the “Board” or the “Trustees”) 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 and foreign equity future contracts, the Fund uses an outside pricing service to provide it with closing market prices and information used for adjusting those prices.

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

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

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.

Futures contracts traded on national securities exchanges are valued at the quoted daily settlement prices established by the exchange on which they trade. 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.

118

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

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

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

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

Level 2 — Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, referenced indicies, quoted prices in inactive markets, adjusted quoted prices in active markets, adjusted quoted prices on foreign equity securities that were adjusted in accordance with pricing procedures approved by the Board, 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, 2011 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, 2011, 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 year ending August 31, 2011:

	Small Cap Value Fund
	Asset Derivatives			Liability Derivatives
Derivative Contracts(1)	Statements of Assets and Liabilities Location	Value		Statements of Assets and Liabilities Location	Value
Equity contracts(2)(3)	Variation margin on futures contracts	$	7,143	Variation margin on futures contracts	$	—

Derivative Contracts(1)	Location of Gain (Loss) on Derivatives Recognized in Statement of Operations	Realized Gain (Loss) on Derivatives Recognized in Statement of Operations		Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Statement of Operations
Equity contracts(2)(3)	Net realized gain (loss) on futures contracts/Change in unrealized appreciation (depreciation) on futures contracts	$	798,236	$	17,058

(1) The Fund’s derivative contracts held during the year ended August 31, 2011, are not accounted for as hedging instruments under accounting principles generally accepted in the United States of America.

(2) The average value outstanding for equity futures contracts was $5,013,358.

(3) The variation margin on futures contracts is included in the cumulative unrealized appreciation (depreciation) of $(136,570) as reported in the Portfolio of Investments.

	Socially Responsible Fund
	Asset Derivatives			Liability Derivatives
Derivative Contracts(1)	Statements of Assets and Liabilities Location	Value		Statements of Assets and Liabilities Location	Value
Equity contracts(2)(3)	Variation margin on futures contracts	$	369,618	Variation margin on futures contracts	$	—

Derivative Contracts(1)	Location of Gain (Loss) on Derivatives Recognized in Statement of Operations	Realized Gain (Loss) on Derivatives Recognized in Statement of Operations		Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Statement of Operations
Equity contracts(2)(3)	Net realized gain (loss) on futures contracts/Change in unrealized appreciation (depreciation) on futures contracts	$	61,813	$	620,635

(1) The Fund’s derivative contracts held during the year ended August 31, 2011, are not accounted for as hedging instruments under accounting principles generally accepted in the United States of America.

(2) The average value outstanding for equity futures contracts was $19,254,187.

(3) The variation margin on futures is included in the cumulative unrealized appreciation (depreciation) of $512,909 as reported in the Portfolio of Investments.

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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, to hedge exposure to benchmark currency allocations, to manage and/or gain exposure to certain foreign currencies or to enhance return. As of August 31, 2011, none of the Funds had open forward contracts.

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

Risks to the Funds of entering into forward contracts include counterparty risk and market risk. Counterparty 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. 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, to hedge against changes in interest rates, prices of stocks, bonds or other instruments, or currency rates, to manage duration and yield curve positioning or to enhance income or total return. During the year ended August 31, 2011, the Small Cap Value Fund and Socially Responsible Fund used equity futures contracts to increase exposure to equity markets. As of August 31, 2011, the following Funds had open futures contracts: Small Cap Value Fund and Socially Responsible Fund, which are reported on a schedule following each Fund’s Portfolio of Investments.

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

A Fund’s participation in the futures markets involves certain risks, including imperfect correlation between movements in the price of futures contracts and movements in the price of the securities hedged or used for cover. Pursuant to a contract, the Funds agree to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the 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 may be conducted through regulated exchanges that minimize counterparty credit risks or they may be unlisted, or traded over-the-counter.

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.

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, 2011, the Core Bond Fund held one structured security.

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

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

D. Repurchase Agreements

The Funds along with other affiliated registered investment companies, pursuant to procedures adopted by the Board and applicable guidance from 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

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NOTES TO FINANCIAL STATEMENTS — (continued)

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, 2011, the following funds held an undivided interest in the joint repurchase agreement with State Street Bank and Trust Co.:

Fund	Percentage Ownership			Principal Amount
Small Cap Value		3.31	%	$	6,918,000
Socially Responsible		13.52			28,283,000

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

State Street Bank and Trust Co. Repurchase Agreement, dated August 31, 2011, bearing interest at a rate of 0.00% per annum, with a principal amount of $209,173,000, a repurchase price of $209,173,000, and maturity date of September 1, 2011. The repurchase agreement is collateralized by the following:

Type of Collateral	Interest Rate			Maturity Date		Principal Amount		Market Value
U.S. Treasury Notes		1.38	%		05/15/13	$	208,310,000	$	213,357,560

As of August 31, 2011, the following funds held an undivided interest in the joint repurchase agreement with UBS Securities, LLC:

Participating Funds	Percentage Ownership			Principal Amount
Money Market II		13.38	%	$	33,458,000

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

UBS Securities, LLC, dated August 31, 2011, bearing interest at a rate of 0.09% per annum, with a principal amount of $250,000,000, a repurchase price of 250,000,208 and maturity date of September 1, 2011. 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		1.88	%		07/15/13	$	157,377,100	$	204,000,066
U.S. Treasury Inflation Index Notes		2.00			01/15/14		38,931,300		51,000,003

E. Foreign Currency Translation

The books and records of the Series 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.

The Series 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, the Series 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 the Series books and the U.S. dollar equivalent amounts actually received or paid and changes in the unrealized foreign exchange gains and losses relating to the other assets and liabilities arising as a result of changes in the exchange rate.

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

Security transactions are recorded on a trade date basis. Realized gains and losses on securities sold are determined on the basis of identified cost. Dividend income and capital gain distributions received are recorded on the ex-dividend date except for certain dividends from foreign securities, which are recorded as soon as the Funds are informed after the ex-dividend date. Distributions received from the Fund’s investments in U.S. real estate investment trusts (“REITS”) often include a “return of capital” which is recorded by the Funds as a reduction to the cost basis of the securities held. Interest income is accrued daily except when collection is not expected. For financial statement purposes, the Funds amortize all premiums and accrete 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 the Series 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.

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NOTES TO FINANCIAL STATEMENTS — (continued)

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. The Funds file U.S. federal and certain state income tax returns. With few exceptions, the Funds are no longer subject to U.S. federal and state tax examinations by tax authorities for returns ending before 2008.

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% on first $1 billion
	0.525% on asset over $1 billion
Conservative Growth Lifestyle Fund	0.10%
Core Bond Fund	0.50% on the first $200 million
	0.45% on the next $300 million
	0.40% on assets over $500 million
High Yield Bond Fund	0.65% on the first $150 million
	0.60% on the next $350 million
	0.55% on assets over $500 million
International Small Cap Equity Fund	0.90% on the first $100 million
	0.80% on the next $650 million
	0.75% on assets over $750 million
Large Cap Value Fund	0.50% on the first $500 million
	0.475% on assets over $500 million
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%
Small Cap Growth Fund	0.85% on the first $100 million
	0.80% on assets over $100 million
Small Cap Value Fund	0.75% on the first $50 million
	0.65% on the assets over $50 million
Socially Responsible Fund	0.25% on the first $1 billion
	0.24% on assets over $1 billion
Strategic Bond Fund	0.60% on the first $200 million
	0.50% on the next $300 million
	0.45% on assets over $500 million

VALIC entered into sub-advisory agreements with the following:

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

Columbia Management Investment Advisers, LLC (“Columbia”)⁽¹⁾—subadviser for the Mid Cap Growth Fund.

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VALIC Company II

NOTES TO FINANCIAL STATEMENTS — (continued)

Invesco Advisers, Inc. (“Invesco”)—subadviser for a portion of International Small Cap Equity Fund.

Janus Capital Management, LLC (“Janus”)—subadviser for a portion of the Large Cap Value Fund.

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

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

Nuveen Asset Management, LLC (“Nuveen”)⁽²⁾—subadviser for a portion of the Mid Cap Value Fund.

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

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

The Boston Co. Asset Management, LLC (“The Boston Co.”)—subadviser for a portion of the Large Cap Value Fund.

Tocqueville Asset Management, LP (“Tocqueville”)⁽³⁾—subadviser for a portion of the Mid Cap Value Fund.

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

(1) Effective December 1, 2010, Columbia replaced Invesco as the subadviser of the Mid Cap Growth Fund.

(2) Effective close of business December 31, 2010, U.S. Bank, N.A. sold the long-term asset management business of FAF Advisors, Inc. to Nuveen Investments, Inc., (“Nuveen Investments”). FAF Advisors, Inc.’s long-term asset management business has been integrated into a subsidiary of Nuveen Investments and has become Nuveen. Nuveen serves as a co-sub-adviser to the Fund as of January 1, 2011. The sub-advisory fee did not change as a result of the change of control.

(3) Effective March 21, 2011, Tocqueville was engaged as the 3rd subadviser of the Mid Cap Value 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, 2011. For the purposes of waived fee and/or reimbursed expense calculations, annual fund operating expenses shall not include extraordinary expenses, as determined under generally accepted accounting principles, or acquired fund fees and expenses. The contractual expense waivers and fee reimbursements will continue indefinitely, subject to termination by the Board, including a majority of the Trustees who are not deemed to be interested persons of the Fund or VALIC as defined by Section 2(a)(19) of the 1940 Act (“the Disinterested Directors”).

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

For the period ended August 31, 2011, pursuant to the contractual expense limitations in the above table, VALIC waived fees and/or reimbursed expenses as follows:

Fund	Amount
Aggressive Growth Lifestyle	$	130,084
Capital Appreciation		85,884
Conservative Growth Lifestyle		101,458
Core Bond		384,979
High Yield Bond		183,901
International Small Cap Equity		1,747,024
Large Cap Value		204,848
Mid Cap Growth		598,348
Mid Cap Value		569,689
Moderate Growth Lifestyle		165,765
Money Market II		199,064

123

VALIC Company II

NOTES TO FINANCIAL STATEMENTS — (continued)

Fund	Amount
Small Cap Growth	$	129,819
Small Cap Value		525,113
Socially Responsible		540,335
Strategic Bond		288,663

VALIC may also voluntarily waive fees and/or reimburse expenses, including to avoid a negative yield on the Money Market II Fund. The voluntary waivers and/or reimbursements may be terminated at any time at the option of VALIC. The exact amount of the voluntary waivers and/or reimbursements may change on a day-to-day basis. There is no guarantee that the Money Market II Fund will be able to avoid a negative yield. For the period ended August 31, 2011, VALIC voluntarily waived fees and/or reimbursed expenses of $685,882 for the Money Market II Fund.

VC II, on behalf of each Fund, other than the Lifestyle Funds, has entered into an Administrative Services Agreement with SunAmerica (“Administrator”). SunAmerica receives from each Fund, other than the Lifestyle Funds, an annual fee of 0.07% based on the average daily net asset value of the Fund. Pursuant to the Administrative Services Agreement, SunAmerica provides administrative services to the Board, regulatory reporting, internal legal and compliance services, fund accounting and related portfolio accounting services, all necessary office space, equipment, personnel, compensation and facilities for handling the affairs of the Funds and other services. Without limiting the generality of the foregoing, the Administrator (or its appointed service provider): assists with the preparation of prospectuses, statements of additional information, registration statements, and proxy materials; develops and prepares communications to shareholders, including the annual and semi-annual reports to shareholders; coordinates and supervises the preparation and filing of Fund tax returns; assists with the design, development, and operation of the Funds; prepares the Funds’ financial statements; determines the net asset value of the Funds’ shares; supervises the Funds’ transfer agent with respect to the payment of dividends and other distributions to shareholders; and calculates performance data of the Funds. During the period ended August 31, 2011, VC II accrued $2,931,176 for accounting and administrative services.

VC II, on behalf of each Fund, has entered into a Transfer Agency and Services Agreement with VALIC. VALIC receives from the Series and VCI an annual fee of $132,510, which is allocated to each Fund based on shareholder accounts. 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, 2011, VC II accrued $11,527 in transfer agency and services fees.

VC II, on behalf of each Fund, other than the Lifestyle Funds, has entered into a Shareholder Services Agreement with VALIC. Under the agreement, VALIC provides record keeping, account maintenance, and other administrative and shareholder services for contract owners and participants. VALIC receives from each Fund, other than the Lifestyle Funds, an annual fee of 0.25% based on average daily net assets of the Fund. For the period ended August 31, 2011, VC II accrued $10,468,480 in shareholder service expenses.

On January 23, 2001, the Board ratified a Deferred Compensation Plan for its independent trustees who are not officers, directors, or employees of VALIC, or an affiliate of VALIC. The effective date of the plan was January 1, 2001. The first deferred payment was made in March of 2001. Under the deferred compensation plan, Trustees may elect to defer all or a portion of their compensation. Amounts deferred may be invested in up to six different affiliated mutual funds that are specified in the plan as selected by the trustees. Obligations under the deferred compensation plan represents unsecured claims against the general assets of the Funds. For the period ended August 31, 2011, VC II has deferred $14,960 of trustee compensation.

On January 23, 2001, the Board approved a retirement plan for its independent trustees who are not officers, directors, or employees of VALIC or an affiliate of VALIC. The Series and VC I are 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. On May 24, 2010, VC II made lump sum payments to the Directors in accordance with the terms of the Retirement Plan.

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, 2011		Retirement Plan Expense		Retirement Plan Payments
Fund			For the period ended August 31, 2011
Aggressive Growth Lifestyle	$	—	$	—	$	—
Capital Appreciation		17		—		66
Conservative Growth Lifestyle		—		—		—
Core Bond		72		—		290
High Yield Bond		88		—		351
International Small Cap Equity		224		—		895
Large Cap Value		60		—		240
Mid Cap Growth		69		—		278
Mid Cap Value		200		—		798
Moderate Growth Lifestyle		—		—		—
Money Market II		86		—		342

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VALIC Company II

NOTES TO FINANCIAL STATEMENTS — (continued)

	Retirement Plan Liability as of August 31, 2011		Retirement Plan Expense		Retirement Plan Payments
Fund			For the period ended August 31, 2011
Small Cap Growth	$	18	$	—	$	73
Small Cap Value		147		—		586
Socially Responsible		274		—		1,097
Strategic Bond		158		—		633

At August 31, 2011, VALIC, through its insurance company separate accounts, owned over five percent of the outstanding shares of the following Funds:

Fund	VALIC
Aggressive Growth Lifestyle		100.00%
Capital Appreciation		100.00%
Conservative Growth Lifestyle		100.00%
Core Bond		100.00%
High Yield Bond		99.93%
International Small Cap Equity		100.00%
Large Cap Value		100.00%
Mid Cap Growth		100.00%
Mid Cap Value		99.39%
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		99.85%

As disclosed in the portfolio of investments, certain Funds own securities issued by AIG or an affiliate thereof. As of August 31, 2011, 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 I and VC II Funds*	$	3,823,203	$	368,702
Conservative Growth Lifestyle	Various VC I and VC II Funds*		3,311,581		124,864
Moderate Growth Lifestyle	Various VC I and VC II Funds*		6,430,341		438,621

Fund	Security	Market Value at 08/31/10		Cost of Purchases		Proceeds from Sales		Realized Gain/(Loss)		Change in Unrealized Gain/(Loss)			Market Value at 08/31/11
Aggressive Growth Lifestyle	Various VC I and VC II Funds*	$	122,557,707	$	144,440,223†	$	97,152,104	$	14,005,095	$	1,128,845		$	184,979,766
Conservative Growth Lifestyle	Various VC I and VC II Funds*		82,443,160		97,503,220†		67,162,164		8,647,784		(1,891,822	)		119,540,178
Moderate Growth Lifestyle	Various VC I and VC II Funds*		192,742,951		207,562,657†		140,304,459		22,968,710		(2,784,333	)		280,185,526

* See Portfolio of Investments for details.

† Includes reinvestment of distributions paid.

As a result of losses on medium-term notes issued by Cheyne Finance LLC, that were previously held in the Money Market II Fund, VALIC made capital contributions to the Money Market II Fund in the amounts of $75,000 and $221,000 for the periods ended August 31, 2011 and August 31, 2010, respectively.

On March 17, 2011, the Socially Responsible Fund purchased 19,523 shares of Brown Forman Class B common stock; however, the Fund is prohibited from acquiring shares of companies that do not meet the Fund’s social criteria. On March 21, 2011 the 19,523 shares of Brown Forman Class B common stock were sold to correct this error, resulting in a gain of $20,044 to the Fund.

On September 22, 2008, American International Group, Inc. (“AIG”), the ultimate parent of VALIC, the Funds’ investment adviser, American General Distributors, Inc., the Funds’ distributor and SunAmerica, the subadviser to the Money Market II Fund, Small Cap Value Fund, Socially Responsible Fund and the Funds’ administrator, entered into a revolving credit facility (“FRBNY Credit Facility”) with the Federal Reserve Bank of New York (“NY Fed”). In connection with the FRBNY Credit Facility, on March 4, 2009, AIG issued its Series C Perpetual, Convertible, Participating Preferred Stock (the “Series C Preferred Stock”) to the AIG Credit Facility Trust, a trust established for the sole benefit of the United States Treasury (the “Trust”). The Series C Preferred Stock was entitled to approximately 77.8% of the voting power of AIG’s outstanding stock.

On January 14, 2011, AIG completed a series of previously announced integrated transactions (the “Recapitalization”) to recapitalize AIG. In the Recapitalization, AIG repaid the NY Fed approximately $21 billion in cash, representing all amounts owing under the FRBNY Credit Facility and the facility was terminated. Also as part of the Recapitalization, (i) the Series C Preferred Stock was exchanged for shares of AIG Common Stock, which was then transferred to the U.S. Department of the Treasury, and the Trust, which had previously held all shares of the Series C Preferred Stock, was terminated, and, (ii) AIG’s Series E Preferred Shares and Series F Preferred Shares were exchanged for shares of AIG Common Stock and a new Series G Preferred Shares (which functions as a $2 billion commitment to provide funding that AIG will have the discretion and option to use). As a result of the Recapitalization, the United States Treasury held a majority of outstanding shares of AIG Common Stock.

125

VALIC Company II

NOTES TO FINANCIAL STATEMENTS — (continued)

Note 4 — Investment Activity

The cost of purchases and proceeds from sales and maturities of long-term investments, during the period ended August 31, 2011, 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	$	144,440,223	$	97,152,104	$	—	$	—
Capital Appreciation		23,973,327		27,669,710		—		—
Conservative Growth Lifestyle		97,503,220		67,162,163		—		—
Core Bond		499,990,348		398,378,840		220,214,139		127,028,736
High Yield Bond		133,301,239		121,527,682		—		—
International Small Cap Equity		408,441,671		430,777,407		—		—
Large Cap Value		105,308,439		119,076,718		—		—
Mid Cap Growth		347,819,305		380,881,151		—		—
Mid Cap Value		694,420,598		610,789,827		—		—
Moderate Growth Lifestyle		207,562,657		140,304,459		—		—
Small Cap Growth		79,322,082		61,854,886		—		—
Small Cap Value		506,103,493		520,803,141		—		—
Socially Responsible		592,892,580		740,805,740		—		—
Strategic Bond		646,148,787		595,378,160		95,177,924		71,972,144

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, defaulted bonds, investments in passive foreign investment companies, and derivative transactions.

The information in the following table is presented on the basis of cost for federal income tax purposes at August 31, 2011:

Fund	Identified Cost of Investments Owned		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
Aggressive Growth Lifestyle	$	194,162,018	$	14,208,269	$	(23,390,521	)	$	(9,182,252	)
Capital Appreciation		41,659,132		5,948,588		(3,352,754	)		2,595,834
Conservative Growth Lifestyle		115,659,046		6,185,343		(2,304,211	)		3,881,132
Core Bond		427,058,653		12,486,341		(6,722,750	)		5,763,591
High Yield Bond		264,462,821		10,401,895		(15,513,479	)		(5,111,584	)
International Small Cap Equity		565,595,295		71,738,804		(61,818,882	)		9,919,922
Large Cap Value		151,371,606		10,349,888		(10,572,010	)		(222,122	)
Mid Cap Growth		156,687,687		14,537,459		(9,504,724	)		5,032,735
Mid Cap Value		645,017,626		39,682,899		(67,891,852	)		(28,208,953	)
Moderate Growth Lifestyle		270,916,965		20,090,659		(10,822,098	)		9,268,561
Money Market		215,341,929		—		—			—
Small Cap Growth		78,396,256		7,692,555		(8,464,518	)		(771,963	)
Small Cap Value		397,213,062		50,438,690		(45,958,150	)		4,480,540
Socially Responsible		632,161,697		61,572,528		(38,049,161	)		23,523,367
Strategic Bond		494,947,281		15,117,499		(15,103,933	)		13,566

The tax character of distributions paid may differ from the Statement of Changes in Net Assets due to short-term gains being treated as ordinary income distributions for tax purposes. The tax basis distributable earnings at August 31, 2011 and the tax character of distributions paid during the year ended August 31, 2011 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	$	3,690,313	$	(2,753,666	)	$	(9,182,252	)	$	3,191,507	$	—
Capital Appreciation		222,718		(17,123,715	)		2,595,834			170,287		—
Conservative Growth Lifestyle		3,219,194		929,328			3,881,132			2,696,341		—
Core Bond		13,634,596		1,486,886			5,763,591			8,197,945		—
High Yield Bond		19,920,886		(37,198,940	)		(5,111,584	)		20,097,831		—
International Small Cap Equity		9,949,170		(165,030,768	)		9,694,006			6,066,669		—

126

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
Large Cap Value	$	1,632,027	$	(104,397,506	)	$	(222,122	)	$	2,048,446	$	—
Mid Cap Growth		—		(2,218,517	)		5,032,977			—		—
Mid Cap Value		3,159,891		(30,133,386	)		(28,209,201	)		3,681,651		—
Moderate Growth Lifestyle		6,217,964		(2,636,546	)		9,268,561			5,796,656		—
Money Market II		317		(294,101	)		—			19,775		—
Small Cap Growth		—		5,832,710			(771,963	)		—		—
Small Cap Value		16,335,471		—			4,480,540			4,667,231		—
Socially Responsible		9,018,906		(182,774,355	)		23,523,367			8,195,892		—
Strategic Bond		27,774,842		(6,757,934	)		41,233			24,935,131		—

* 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, 2010 were as follows:

	Tax Distributions
Fund	Ordinary Income		Long-Term Capital Gains
Aggressive Growth Lifestyle	$	1,628,806	$	—
Capital Appreciation		458,586		—
Conservative Growth Lifestyle		1,939,732		—
Core Bond		8,876,771		—
High Yield Bond		18,592,117		—
International Small Cap Equity		8,411,268		—
Large Cap Value		2,822,618		—
Mid Cap Growth		—		—
Mid Cap Value		5,491,988		—
Moderate Growth Lifestyle		3,392,906		—
Money Market II		22,595		—
Small Cap Growth		—		—
Small Cap Value		3,699,201		—
Socially Responsible		11,153,884		—
Strategic Bond		19,122,627		—

As of August 31, 2011, 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	2012		2013		2014		2015		2016		2017		2018		2019
Aggressive Growth Lifestyle	$	—	$	—	$	—	$	—	$	—	$	—	$	2,753,666	$	—
Capital Appreciation		2,100,734		408,479		—		—		—		2,028,851		12,585,651		—
Conservative Growth Lifestyle		—		—		—		—		—		—		—		—
Core Bond		—		—		—		—		—		—		—		—
High Yield Bond		—		—		—		—		—		4,834,095		32,364,845		—
International Small Cap Equity		—		—		—		—		—		37,862,866		127,167,902		—
Large Cap Value		—		—		—		—		1,292,508		57,169,847		45,935,151		—
Mid Cap Growth		—		—		—		—		—		—		2,218,517		—
Mid Cap Value		—		—		—		—		—		—		30,133,386		—
Moderate Growth Lifestyle		—		—		—		—		—		—		2,636,546		—
Money Market II		—		—		—		—		—		294,101		—		—
Small Cap Growth		—		—		—		—		—		—		—		—
Small Cap Value		—		—		—		—		—		—		—		—
Socially Responsible		—		—		—		—		—		62,835,844		119,938,511		—
Strategic Bond		—		—		—		—		—		—		6,757,934		—

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. The changes are generally effective for taxable years beginning after the date of enactment. Under the Act, the fund will be permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused.

127

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. Additionally, the Funds indicated the following capital loss carryforwards expired during the current year.

Fund	Capital Loss Carryforward Utilized		Capital Loss Carryforward Expired
Aggressive Growth Lifestyle	$	9,045,458	$	—
Capital Appreciation		4,905,896		1,376,633
Conservative Growth Lifestyle		6,227,414		—
Core Bond		3,339,416		—
High Yield Bond		3,357,016		—
International Small Cap Equity		54,862,689		—
Large Cap Value		3,493,048		—
Mid Cap Growth		43,800,708		—
Mid Cap Value		87,824,777		—
Moderate Growth Lifestyle		15,280,325		—
Money Market II		73,753		—
Small Cap Growth		6,285,157		—
Small Cap Value		7,689,141		—
Socially Responsible		35,587,634		—
Strategic Bond		16,020,262		—

Under the current tax law, net 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, 2011, the Funds elected to defer net capital losses as follows:

Fund	Deferred Post-October Capital Loss		Deferred Post-October Currency Loss
Aggressive Growth Lifestyle	$	—	$	—
Capital Appreciation		—		—
Conservative Growth Lifestyle		—		—
Core Bond		—		—
High Yield Bond		—		—
International Small Cap Equity		—		—
Large Cap Value		—		—
Mid Cap Growth		—		4,938
Mid Cap Value		—		39,900
Moderate Growth Lifestyle		—		—
Money Market II		—		—
Small Cap Growth		—		—
Small Cap Value		—		—
Socially Responsible		—		—
Strategic Bond		—		—

For the period ended August 31, 2011, 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, expiration of capital loss carryforwards, net operating losses, 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	$	28,336		$	(28,336	)	$	—
Capital Appreciation		716			1,375,917			(1,376,633	)
Conservative Growth Lifestyle		12,364			(12,364	)		—
Core Bond		797,064			(797,064	)		—
High Yield Bond		20,231			(20,231	)		—
International Small Cap Equity		4,156,687			(4,156,687	)		—
Large Cap Value		(8,467	)		8,569			(102	)
Mid Cap Growth		515,500			5,504			(521,004	)
Mid Cap Value		1,793,447			(1,793,447	)		—
Moderate Growth Lifestyle		36,695			(36,695	)		—
Money Market II		—			—			—
Small Cap Growth		600,577			(6,582	)		(593,995	)
Small Cap Value		4,509,868			(4,538,342	)		28,474
Socially Responsible		—			—			—
Strategic Bond		2,245,604			(2,245,604	)		—

128

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, 2011						For the year ended August 31, 2010						For the year ended August 31, 2011						For the year ended August 31, 2010
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		7,326,460		$	63,273,986			4,506,202		$	33,912,710			607,764		$	5,930,707			483,753		$	4,069,383
Reinvested dividends		376,357			3,191,507			217,464			1,628,806			17,628			170,287			54,464			458,586
Shares redeemed		(2,310,755	)		(19,882,337	)		(1,629,542	)		(12,236,837	)		(1,020,806	)		(9,783,341	)		(1,925,286	)		(15,352,745	)
Net increase (decrease)		5,392,062		$	46,583,156			3,094,124		$	23,304,679			(395,414	)	$	(3,682,347	)		(1,387,069	)	$	(10,824,776	)
	Conservative Growth Lifestyle												Core Bond
	For the year ended August 31, 2011						For the year ended August 31, 2010						For the year ended August 31, 2011						For the year ended August 31, 2010
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		4,048,362		$	45,458,348			3,149,945		$	32,073,737			23,426,398		$	251,780,515			10,107,278		$	103,315,190
Reinvested dividends		245,568			2,696,341			194,362			1,939,732			789,023			8,197,945			903,948			8,876,771
Shares redeemed		(1,630,026	)		(18,343,864	)		(1,346,849	)		(13,734,447	)		(7,280,328	)		(78,286,705	)		(4,255,199	)		(43,802,633	)
Net increase (decrease)		2,663,904		$	29,810,825			1,997,458		$	20,279,022			16,935,093		$	181,691,755			6,756,027		$	68,389,328
	High Yield Bond												International Small Cap Equity
	For the year ended August 31, 2011						For the year ended August 31, 2010						For the year ended August 31, 2011						For the year ended August 31, 2010
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		7,445,504		$	55,406,368			8,347,737		$	59,667,841			3,570,996		$	48,016,129			3,076,691		$	35,253,517
Reinvested dividends		2,806,960			20,097,831			2,714,178			18,592,117			458,901			6,066,669			742,389			8,411,268
Shares redeemed		(9,682,443	)		(72,855,743	)		(3,798,023	)		(27,004,772	)		(5,289,864	)		(70,147,083	)		(7,002,879	)		(79,568,415	)
Net increase (decrease)		570,021		$	2,648,456			7,263,892		$	51,255,186			(1,259,967	)	$	(16,064,285	)		(3,183,799	)	$	(35,903,630	)
	Large Cap Value												Mid Cap Growth
	For the year ended August 31, 2011						For the year ended August 31, 2010						For the year ended August 31, 2011						For the year ended August 31, 2010
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		1,373,269		$	15,288,015			1,301,568		$	12,848,212			4,171,729		$	33,922,382			1,948,812		$	12,614,830
Reinvested dividends		186,562			2,048,446			288,611			2,822,618			—			—			—			—
Shares redeemed		(2,767,928	)		(30,324,466	)		(2,664,449	)		(26,109,435	)		(9,851,016	)		(77,517,134	)		(3,391,298	)		(22,592,374	)
Net increase (decrease)		(1,208,097	)	$	(12,988,005	)		(1,074,270	)	$	(10,438,605	)		(5,679,287	)	$	(43,594,752	)		(1,442,486	)	$	(9,977,544	)
	Mid Cap Value												Moderate Growth Lifestyle
	For the year ended August 31, 2011						For the year ended August 31, 2010						For the year ended August 31, 2011						For the year ended August 31, 2010
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		9,926,393		$	161,652,285			2,861,185		$	39,379,374			7,350,199		$	89,812,249			5,415,994		$	58,823,311
Reinvested dividends		221,120			3,681,651			397,394			5,491,988			483,861			5,796,656			315,913			3,392,906
Shares redeemed		(2,929,254	)		(48,927,214	)		(7,796,237	)		(110,230,404	)		(2,380,474	)		(29,020,358	)		(1,908,130	)		(20,668,201	)
Net increase (decrease)		7,218,259		$	116,406,722			(4,537,658	)	$	(65,359,042	)		5,453,586		$	66,588,547			3,823,777		$	41,548,016
	Money Market II												Small Cap Growth
	For the year ended August 31, 2011						For the year ended August 31, 2010						For the year ended August 31, 2011						For the year ended August 31, 2010
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		125,074,072		$	125,074,076			64,832,762		$	64,832,914			2,953,692		$	40,252,829			1,206,011		$	12,383,987
Reinvested dividends		19,775			19,775			22,595			22,595			—			—			—			—
Shares redeemed		(124,567,871	)		(124,567,875	)		(104,533,734	)		(104,533,750	)		(1,511,264	)		(20,819,408	)		(1,070,476	)		(11,095,817	)
Net increase (decrease)		525,976		$	525,976			(39,678,377	)	$	(39,678,241	)		1,442,428		$	19,433,421			135,535		$	1,288,170

129

VALIC Company II

NOTES TO FINANCIAL STATEMENTS — (continued)

	Small Cap Value												Socially Responsible
	For the year ended August 31, 2011						For the year ended August 31, 2010						For the year ended August 31, 2011						For the year ended August 31, 2010
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		4,458,273		$	59,140,469			3,022,790		$	32,659,181			4,189,047		$	47,276,144			5,329,875		$	51,833,705
Reinvested dividends		351,713			4,667,231			347,343			3,699,201			745,081			8,195,892			1,141,646			11,153,884
Shares redeemed		(6,009,202	)		(82,316,168	)		(4,526,247	)		(50,793,833	)		(16,827,921	)		(188,147,438	)		(7,928,619	)		(77,537,239	)
Net increase (decrease)		(1,199,216	)	$	(18,508,468	)		(1,156,114	)	$	(14,435,451	)		(11,893,793	)	$	(132,675,402	)		(1,457,098	)	$	(14,549,650	)
	Strategic Bond
	For the year ended August 31, 2011						For the year ended August 31, 2010
	Shares			Amount			Shares			Amount
Shares sold		7,926,433		$	89,904,988			8,058,740		$	86,339,594
Reinvested dividends		2,304,541			24,935,131			1,845,813			19,122,627
Shares redeemed		(7,202,900	)		(81,256,701	)		(2,799,571	)		(29,908,099	)
Net increase (decrease)		3,028,074		$	33,583,418			7,104,982		$	75,554,122

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, 2011, 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	$	21,520
Mid Cap Growth		33,659
Mid Cap Value		96,771
Small Cap Growth		7,865
Small Cap Value		26,867

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, Money Market II 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 33.1%, 53.4% and 12.8%, respectively, of their total net assets invested in such securities.

Some of the Funds may invest internationally, including in “emerging market” countries. Emerging market securities involve risks not typically associated with investing in securities of issuers in more developed markets. These investments are subject to various risk factors including market, credit, exchange rate and sovereign risk. The markets in which these securities trade can be volatile and at times illiquid. These securities may be denominated in currencies other than U.S. dollars. While investing internationally may reduce portfolio risk by increasing the diversification of portfolio investments, the value of the investment may be affected by fluctuating currency values, changing local and regional economic, political and social conditions, and greater market volatility. These risks are primary risks of the International Small Cap Equity Fund. At the end of the period, the International Small Cap Equity Fund had 22.1% of its net assets invested in equity securities domiciled in Japan.

Each Fund, except the Money Market II Fund, the Lifestyle Funds and the Small Cap Value Fund, may invest in international bonds, which include U.S. dollar-denominated bonds issued by foreign corporations for which the primary trading market is in the United States (“Yankee Bonds”), or for which the primary trading market is abroad (“Euro Bonds”). International bonds may involve special risks and considerations not typically associated with investing in U.S. companies, including differences in accounting, auditing and financial reporting standards; generally higher commission rates on foreign portfolio transactions; the possibility of nationalization, expropriation or confiscatory taxation; adverse changes in investment or exchange control regulations (which may include suspension of the ability to transfer currency from a country); and political instability which could affect U.S. investments in foreign countries. As a result of the Strategic Bond Fund’s concentration in such investments, it may be subject to risks associated with the international bonds. At the end of the period, the Fund had 25.7% of its total net assets invested in such securities.

Note 9 — Lines of Credit

The Series and VCI have established an $85 million committed and $40 million uncommitted line of credit with State Street Bank & Trust Company, the Funds’ custodian. Interest is currently payable at the greater of (i) Federal Funds Rate plus 125 basis points or (ii) overnight LIBOR plus 125 basis points on the committed line and State Street’s

130

VALIC Company II

NOTES TO FINANCIAL STATEMENTS — (continued)

discretionary bid rate on the uncommitted line of credit. There is also a commitment fee of 12.5 basis points per annum for the daily unused portion of the committed line of credit, which is included in other expenses on the Statement of Operations. Borrowings under the line of credit will commence when the Fund’s shortfall exceeds $100,000.

For the period ended August 31, 2011, the following Funds had borrowings:

Fund	Days Outstanding		Interest Charges		Average Debt Utilized		Weighted Average Interest
Capital Appreciation		3	$	174	$	1,395,535		1.50	%
Core Bond		7		508		1,760,973		1.48
High Yield Bond		1		4		101,266		1.48
International Small Cap Equity		74		767		251,849		1.48
Large Cap Value		69		723		254,517		1.47
Mid Cap Growth		22		914		1,007,945		1.49
Mid Cap Value		3		45		368,257		1.45
Small Cap Growth		1		48		1,183,511		1.47
Small Cap Value		3		17		142,251		1.43

At August 31, 2011, there were no borrowings outstanding.

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, 2011, 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 renumeration is paid in connection with such transactions.

For the period ended August 31, 2011, the following Funds engaged in security transactions with affiliated Funds:

Fund	Cost of Purchases		Proceed from Sales		Realized Gain/Loss
Core Bond	$	1,033,633	$	—	$	—
Mid Cap Value		—		216,194		(30,081	)

During the period, the following Funds incurred brokerage commissions with affiliated brokers which are affiliates of a sub-advisor.

Affiliated Broker	Large Cap Value		Mid Cap Value		Small Cap Value
Pershing LLC	$	1,251	$	—	$	—
Bank of America Securities LLC		—		33,152		—
Merrill Lynch Pierce Fenner & Smith, Inc.		—		133,115		—

131

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,
	2011			2010			2009			2008			2007			2011			2010			2009			2008			2007
PER SHARE DATA
Net asset value at beginning of period	$	7.41		$	6.96		$	10.63		$	12.59		$	11.71		$	8.01		$	7.51		$	10.24		$	10.83		$	8.90
Income (loss) from investment operations:
Net investment income (loss)(d)		0.19			0.22			0.14			0.24			0.23			0.05			0.05			0.05			0.01			0.04
Net realized and unrealized gain (loss) on investments and foreign currencies		1.02			0.35			(1.71	)		(1.25	)		1.64			1.35			0.54			(2.77	)		(0.57	)		1.91
Net increase from payments by affiliates		–			–			–			–			–			–			–			–			–			0.00
Total income (loss) from investment operations		1.21			0.57			(1.57	)		(1.01	)		1.87			1.40			0.59			(2.72	)		(0.56	)		1.95
Distributions from:
Net investment income		(0.18	)		(0.12	)		(0.22	)		(0.19	)		–			(0.04	)		(0.09	)		(0.01	)		(0.03	)		(0.02	)
Net realized gain on securities		–			–			(1.88	)		(0.76	)		(0.99	)		–			–			–			–			–
Total distributions		(0.18	)		(0.12	)		(2.10	)		(0.95	)		(0.99	)		(0.04	)		(0.09	)		(0.01	)		(0.03	)		(0.02	)
Net asset value at end of period	$	8.44		$	7.41		$	6.96		$	10.63		$	12.59		$	9.37		$	8.01		$	7.51		$	10.24		$	10.83
TOTAL RETURN(a)		16.33	%		8.11	%		(10.48	)%		(8.92	)%		16.53	%		17.41	%		7.79	%		(26.59	)%		(5.18	)%		21.90	%(e)
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)		0.18	%(f)		0.20	%(f)		0.26	%(f)		0.23	%(f)		0.23	%(f)		1.03	%		1.08	%		1.06	%		1.01	%		1.03	%
Ratio of expense reductions to average net assets		–			–			–			–			–			–			–			–			–			0.00	%
Ratio of net investment income (loss) to average net assets(b)		2.26	%(f)		2.92	%(f)		2.16	%(f)		2.15	%(f)		1.93	%(f)		0.48	%		0.56	%		0.74	%		0.05	%		0.38	%
Ratio of net investment income (loss) to average net assets(c)		2.18	%(f)		2.81	%(f)		2.01	%(f)		2.02	%(f)		1.80	%(f)		0.29	%		0.33	%		0.53	%		(0.11	)%		0.19	%
Portfolio turnover rate		62	%		43	%		151	%		119	%		53	%		52	%		61	%		54	%		57	%		32	%
Number of shares outstanding at end of period (000’s)		21,941			16,549			13,454			8,603			6,530			4,674			5,069			6,456			8,763			7,779
Net assets at the end of period (000’s)	$	185,211		$	122,655		$	93,696		$	91,464		$	82,221		$	43,798		$	40,601		$	48,510		$	89,774		$	84,269

^(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 Fund bears indirectly.

See Notes to Financial Statements

132

VALIC Company II

FINANCIAL HIGHLIGHTS — (continued)

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

	Conservative Growth Lifestyle Fund															Core Bond Fund
	Year Ended August 31,															Year Ended August 31,
	2011			2010			2009			2008			2007			2011			2010			2009			2008			2007
PER SHARE DATA
Net asset value at beginning of period	$	10.31		$	9.60		$	10.23		$	11.29		$	10.70		$	10.68		$	9.96		$	10.08		$	10.17		$	10.09
Income (loss) from investment operations:
Net investment income (loss)(d)		0.34			0.39			0.33			0.27			0.19			0.38			0.42			0.51			0.51			0.48
Net realized and unrealized gain (loss) on investments and foreign currencies		0.87			0.63			(0.53	)		(0.72	)		0.99			0.13			0.82			0.09			(0.28	)		(0.11	)
Net increase from payments by affiliates		–			–			–			–			–			–			–			–			–			–
Total income (loss) from investment operations		1.21			1.02			(0.20	)		(0.45	)		1.18			0.51			1.24			0.60			0.23			0.37
Distributions from:
Net investment income		(0.30	)		(0.31	)		(0.26	)		(0.16	)		–			(0.29	)		(0.52	)		(0.72	)		(0.32	)		(0.29	)
Net realized gain on securities		–			–			(0.17	)		(0.45	)		(0.59	)		–			–			–			–			–
Total distributions		(0.30	)		(0.31	)		(0.43	)		(0.61	)		(0.59	)		(0.29	)		(0.52	)		(0.72	)		(0.32	)		(0.29	)
Net asset value at end of period	$	11.22		$	10.31		$	9.60		$	10.23		$	11.29		$	10.90		$	10.68		$	9.96		$	10.08		$	10.17
TOTAL RETURN(a)		11.82	%		10.69	%		(1.36	)%		(4.36	)%		11.28	%		4.89	%		12.95	%		6.87	%		2.24	%		3.67	%
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets(b)		0.10	%(e)		0.10	%(e)		0.10	%(e)		0.10	%(e)		0.10	%(e)		0.77	%		0.77	%		0.77	%		0.77	%		0.77	%
Ratio of expenses to average net assets(c)		0.20	%(e)		0.23	%(e)		0.31	%(e)		0.27	%(e)		0.28	%(e)		0.88	%		0.90	%		0.98	%		0.93	%		0.93	%
Ratio of expense reductions to average net assets		–			–			–			–			–			–			–			–			–			–
Ratio of net investment income (loss) to average net assets(b)		3.05	%(e)		3.93	%(e)		3.84	%(e)		2.58	%(e)		1.75	%(e)		3.65	%		4.23	%		5.38	%		4.97	%		4.84	%
Ratio of net investment income (loss) to average net assets(c)		2.95	%(e)		3.81	%(e)		3.63	%(e)		2.40	%(e)		1.57	%(e)		3.53	%		4.10	%		5.17	%		4.80	%		4.68	%
Portfolio turnover rate		66	%		40	%		180	%		107	%		75	%		161	%		178	%		134	%		158	%		180	%(f)
Number of shares outstanding at end of period (000’s)		10,665			8,001			6,004			5,715			4,332			39,745			22,810			16,054			20,731			20,671
Net assets at the end of period (000’s)	$	119,710		$	82,508		$	57,659		$	58,445		$	48,897		$	433,168		$	243,578		$	159,971		$	209,052		$	210,322

^(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 Fund bears indirectly.

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

Fund	2007
Core Bond		155	%

See Notes to Financial Statements

133

VALIC Company II

FINANCIAL HIGHLIGHTS — (continued)

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

	High Yield Bond Fund															International Small Cap Equity Fund
	Year Ended August 31,															Year Ended August 31,
	2011			2010			2009			2008			2007			2011			2010			2009			2008			2007
PER SHARE DATA
Net asset value at beginning of period	$	7.36		$	6.78		$	8.43		$	9.10		$	9.32		$	11.23		$	10.95		$	14.58		$	19.78		$	16.80
Income (loss) from investment operations:
Net investment income (loss)(d)		0.56			0.60			0.68			0.72			0.69			0.16			0.11			0.16			0.16			0.16
Net realized and unrealized gain (loss) on investments and foreign currencies		(0.05	)		0.60			(1.61	)		(0.87	)		(0.26	)		1.21			0.33			(2.92	)		(3.62	)		3.68
Net increase from payments by affiliates		–			–			–			–			–			–			–			–			–			0.00
Total income (loss) from investment operations		0.51			1.20			(0.93	)		(0.15	)		0.43			1.37			0.44			(2.76	)		(3.46	)		3.84
Distributions from:
Net investment income		(0.59	)		(0.62	)		(0.72	)		(0.50	)		(0.44	)		(0.13	)		(0.16	)		(0.14	)		(0.11	)		(0.06	)
Net realized gain on securities		–			–			–			(0.02	)		(0.21	)		–			–			(0.73	)		(1.63	)		(0.80	)
Total distributions		(0.59	)		(0.62	)		(0.72	)		(0.52	)		(0.65	)		(0.13	)		(0.16	)		(0.87	)		(1.74	)		(0.86	)
Net asset value at end of period	$	7.28		$	7.36		$	6.78		$	8.43		$	9.10		$	12.47		$	11.23		$	10.95		$	14.58		$	19.78
TOTAL RETURN(a)		7.00	%		18.42	%		(7.97	)%		(1.79	)%		4.62	%		12.14	%		4.04	%		(17.61	)%		(18.68	)%		23.44	%(e)
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets(b)		0.96	%		0.97	%		0.99	%		0.99	%		0.99	%		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%
Ratio of expenses to average net assets(c)		1.03	%		1.06	%		1.16	%		1.13	%		1.16	%		1.28	%		1.26	%		1.32	%		1.31	%		1.29	%
Ratio of expense reductions to average net assets		–			–			–			–			–			–			–			–			–			–
Ratio of net investment income (loss) to average net assets(b)		7.48	%		8.44	%		11.11	%		8.25	%		7.63	%		1.18	%		0.94	%		1.71	%		0.97	%		0.84	%
Ratio of net investment income (loss) to average net assets(c)		7.42	%		8.35	%		10.94	%		8.12	%		7.46	%		0.91	%		0.69	%		1.40	%		0.66	%		0.55	%
Portfolio turnover rate		47	%		47	%		91	%		57	%		47	%		66	%		126	%		132	%		101	%		72	%
Number of shares outstanding at end of period (000’s)		36,022			35,452			28,189			24,516			21,225			46,945			48,205			51,389			42,957			37,205
Net assets at the end of period (000’s)	$	262,380		$	261,050		$	191,246		$	206,712		$	193,127		$	585,357		$	541,326		$	562,725		$	626,351		$	735,844

^(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 0.06% from a reimbursement for losses realized on the disposal of investments in violation of investment restrictions.

See Notes to Financial Statements

134

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,
	2011			2010			2009			2008			2007			2011			2010			2009			2008			2007
PER SHARE DATA
Net asset value at beginning of period	$	9.26		$	9.37		$	12.51		$	15.74		$	14.58		$	6.28		$	5.79		$	7.42		$	9.36		$	8.15
Income (loss) from investment operations:
Net investment income (loss)(d)		0.11			0.14			0.15			0.20			0.18			(0.02	)		(0.02	)		(0.01	)		(0.02	)		(0.02	)
Net realized and unrealized gain (loss) on investments and foreign currencies		1.18			(0.07	)		(3.00	)		(2.51	)		1.67			1.67			0.51			(1.59	)		(0.97	)		1.80
Net increase from payments by affiliates		–			–			–			–			–			–			–			–			–			–
Total income (loss) from investment operations		1.29			0.07			(2.85	)		(2.31	)		1.85			1.65			0.49			(1.60	)		(0.99	)		1.78
Distributions from:
Net investment income		(0.14	)		(0.18	)		(0.29	)		(0.14	)		(0.07	)		–			–			–			–			–
Net realized gain on securities		–			–			–			(0.78	)		(0.62	)		–			–			(0.03	)		(0.95	)		(0.57	)
Total distributions		(0.14	)		(0.18	)		(0.29	)		(0.92	)		(0.69	)		–			–			(0.03	)		(0.95	)		(0.57	)
Net asset value at end of period	$	10.41		$	9.26		$	9.37		$	12.51		$	15.74		$	7.93		$	6.28		$	5.79		$	7.42		$	9.36
TOTAL RETURN(a)		13.84	%		0.61	%		(22.55	)%		(15.47	)%		12.89	%		26.27	%		8.46	%		(21.43	)%		(11.98	)%		22.57	%
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)		0.93	%		0.93	%		0.97	%		0.92	%		0.89	%		1.19	%		1.15	%		1.25	%		1.17	%		1.25	%
Ratio of expense reductions to average net assets		0.01	%		0.00	%		0.01	%		0.01	%		–			0.02	%		0.01	%		0.05	%		0.02	%		0.01	%
Ratio of net investment income (loss) to average net assets(b)		0.98	%		1.41	%		1.70	%		1.41	%		1.16	%		(0.32	)%		(0.33	)%		(0.29	)%		(0.28	)%		(0.26	)%
Ratio of net investment income (loss) to average net assets(c)		0.86	%		1.29	%		1.53	%		1.30	%		1.08	%		(0.66	)%		(0.63	)%		(0.69	)%		(0.60	)%		(0.66	)%
Portfolio turnover rate		65	%		224	%		182	%		183	%		105	%		206	%		76	%		116	%		125	%		121	%
Number of shares outstanding at end of period (000’s)		14,543			15,751			16,825			24,675			26,589			20,333			26,012			27,455			28,873			9,052
Net assets at the end of period (000’s)	$	151,360		$	145,778		$	157,711		$	308,635		$	418,508		$	161,271		$	163,364		$	158,841		$	214,201		$	84,765

^(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.

See Notes to Financial Statements

135

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.

	Mid Cap Value Fund															Moderate Growth Lifestyle Fund
	Year Ended August 31,															Year Ended August 31,
	2011			2010			2009			2008			2007			2011			2010			2009			2008			2007
PER SHARE DATA
Net asset value at beginning of period	$	13.61		$	12.71		$	15.31		$	20.09		$	18.75		$	10.81		$	10.12		$	11.40		$	13.04		$	12.44
Income (loss) from investment operations:
Net investment income (loss)(d)		0.04			0.08			0.13			0.07			0.10			0.30			0.37			0.25			0.29			0.21
Net realized and unrealized gain (loss) on investments and foreign currencies		1.74			0.97			(2.40	)		(3.11	)		3.14			1.23			0.55			(0.96	)		(1.08	)		1.49
Net increase from payments by affiliates		–			–			–			–			–			–			–			–			–			–
Total income (loss) from investment operations		1.78			1.05			(2.27	)		(3.04	)		3.24			1.53			0.92			(0.71	)		(0.79	)		1.70
Distributions from:
Net investment income		(0.11	)		(0.15	)		(0.06	)		(0.09	)		(0.07	)		(0.30	)		(0.23	)		(0.26	)		(0.17	)		(0.12	)
Net realized gain on securities		–			–			(0.27	)		(1.65	)		(1.83	)		–			–			(0.31	)		(0.68	)		(0.98	)
Total distributions		(0.11	)		(0.15	)		(0.33	)		(1.74	)		(1.90	)		(0.30	)		(0.23	)		(0.57	)		(0.85	)		(1.10	)
Net asset value at end of period	$	15.28		$	13.61		$	12.71		$	15.31		$	20.09		$	12.04		$	10.81		$	10.12		$	11.40		$	13.04
TOTAL RETURN(a)		12.98	%		8.21	%		(14.17	)%		(16.05	)%		18.15	%		14.20	%		9.07	%		(5.33	)%		(6.70	)%		14.18	%
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)		1.15	%		1.11	%		1.17	%		1.13	%		1.11	%		0.17	%(e)		0.18	%(e)		0.22	%(e)		0.20	%(e)		0.20	%(e)
Ratio of expense reductions to average net assets		0.02	%		0.02	%		0.03	%		0.01	%		0.02	%		–			–			–			–			–
Ratio of net investment income (loss) to average net assets(b)		0.23	%		0.54	%		1.22	%		0.43	%		0.47	%		2.47	%(e)		3.45	%(e)		2.81	%(e)		2.42	%(e)		1.64	%(e)
Ratio of net investment income (loss) to average net assets(c)		0.13	%		0.48	%		1.10	%		0.35	%		0.41	%		2.41	%(e)		3.37	%(e)		2.69	%(e)		2.32	%(e)		1.54	%(e)
Portfolio turnover rate		108	%		81	%		84	%		72	%		59	%		58	%		34	%		175	%		108	%		64	%
Number of shares outstanding at end of period (000’s)		40,315			33,097			37,634			40,372			26,139			23,286			17,832			14,009			12,783			9,401
Net assets at the end of period (000’s)	$	615,965		$	450,578		$	478,457		$	618,150		$	525,119		$	280,436		$	192,841		$	141,786		$	145,705		$	122,551

^(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 Fund bears indirectly.

See Notes to Financial Statements

136

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,
	2011			2010			2009			2008			2007			2011			2010			2009			2008			2007
PER SHARE DATA
Net asset value at beginning of period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	10.20		$	9.31		$	11.46		$	14.59		$	12.68
Income (loss) from investment operations:
Net investment income (loss)(d)		0.00			0.00			0.01			0.03			0.05			(0.10	)		(0.08	)		(0.07	)		(0.09	)		(0.09	)
Net realized and unrealized gain (loss) on investments and foreign currencies		(0.00	)		0.00			(0.00	)		(0.00	)		–			2.77			0.97			(1.96	)		(2.20	)		2.00
Net increase from payments by affiliates		0.00			0.00			–			–			–			–			–			–			–			–
Total income (loss) from investment operations		0.00			0.00			0.01			0.03			0.05			2.67			0.89			(2.03	)		(2.29	)		1.91
Distributions from:
Net investment income		(0.00	)		(0.00	)		(0.01	)		(0.03	)		(0.05	)		–			–			–			–			–
Net realized gain on securities		–			–			–			–			–			–			–			(0.12	)		(0.84	)		–
Total distributions		(0.00	)		(0.00	)		(0.01	)		(0.03	)		(0.05	)		–			–			(0.12	)		(0.84	)		–
Net asset value at end of period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	12.87		$	10.20		$	9.31		$	11.46		$	14.59
TOTAL RETURN(a)		0.01	%(e)		0.01	%(e)		0.89	%		3.08	%		4.88	%		26.18	%		9.56	%		(17.44	)%		(16.52	)%		15.06	%
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets(b)		0.20	%		0.37	%		0.55	%		0.55	%		0.55	%		1.16	%		1.16	%		1.16	%		1.16	%		1.16	%
Ratio of expenses to average net assets(c)		0.65	%		0.64	%		0.75	%		0.67	%		0.64	%		1.32	%		1.36	%		1.49	%		1.39	%		1.35	%
Ratio of expense reduction to average net assets		–			–			–			–			–			0.01	%		0.01	%		0.01	%.		0.00	%		0.01	%
Ratio of net investment income (loss) to average net assets(b)		0.01	%		0.01	%		0.94	%		3.04	%		4.78	%		(0.76	)%		(0.83	)%		(0.88	)%		(0.75	)%		(0.67	)%
Ratio of net investment income (loss) to average net assets(c)		(0.44	)%		(0.26	)%		0.73	%		2.93	%		4.69	%		(0.92	)%		(1.03	)%		(1.21	)%		(0.98	)%		(0.86	)%
Portfolio turnover rate		N/A			N/A			N/A			N/A			N/A			79	%		80	%		83	%		158	%		58	%
Number of shares outstanding at end of period (000’s)		214,677			214,151			253,830			329,922			337,050			6,124			4,681			4,546			4,195			3,884
Net assets at the end of period (000’s)	$	214,407		$	213,807		$	253,242		$	329,212		$	337,050		$	78,839		$	47,757		$	42,310		$	48,061		$	56,678

^(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 the effect of payments by an affiliate (Note 3).

See Notes to Financial Statements

137

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,
	2011			2010			2009			2008			2007			2011			2010			2009			2008			2007
PER SHARE DATA
Net asset value at beginning of period	$	10.27		$	9.88		$	13.75		$	15.35		$	15.06		$	9.34		$	8.93		$	11.39		$	13.49		$	12.06
Income (loss) from investment operations:
Net investment income (loss)(d)		0.04			0.06			0.15			0.17			0.12			0.13			0.12			0.14			0.18			0.19
Net realized and unrealized gain (loss) on investments and foreign currencies		2.23			0.43			(3.28	)		(0.98	)		1.27			1.57			0.44			(2.37	)		(1.46	)		1.51
Net increase from payments by affiliates		–			–			–			–			0.00			–			–			–			–			0.00
Total income (loss) from investment operations		2.27			0.49			(3.13	)		(0.81	)		1.39			1.70			0.56			(2.23	)		(1.28	)		1.70
Distributions from:
Net investment income		(0.13	)		(0.10	)		(0.12	)		(0.09	)		(0.07	)		(0.12	)		(0.15	)		(0.19	)		(0.12	)		(0.06	)
Net realized gain on securities		–			–			(0.62	)		(0.70	)		(1.03	)		–			–			(0.04	)		(0.70	)		(0.21	)
Total distributions		(0.13	)		(0.10	)		(0.74	)		(0.79	)		(1.10	)		(0.12	)		(0.15	)		(0.23	)		(0.82	)		(0.27	)
Net asset value at end of period	$	12.41		$	10.27		$	9.88		$	13.75		$	15.35		$	10.92		$	9.34		$	8.93		$	11.39		$	13.49
TOTAL RETURN(a)		22.06	%		4.96	%		(21.71	)%		(5.23	)%		9.22	%(e)		18.19	%(g)		6.23	%		(19.20	)%		(10.04	)%		14.22	%(f)
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)		1.07	%		1.14	%		1.11	%		1.11	%		1.11	%		0.63	%		0.63	%		0.69	%		0.65	%		0.63	%
Ratio of expense reductions to average net assets		0.01	%		0.01	%		0.00	%		0.01	%		0.00	%		–			–			0.02	%		0.02	%		0.03	%
Ratio of net investment income (loss) to average net assets(b)		0.33	%		0.52	%		1.77	%		1.02	%		0.77	%		1.19	%		1.20	%		1.79	%		1.46	%		1.45	%
Ratio of net investment income (loss) to average net assets(c)		0.21	%		0.33	%		1.60	%		0.86	%		0.61	%		1.12	%		1.13	%		1.67	%		1.37	%		1.38	%
Portfolio turnover rate		116	%		132	%		32	%		39	%		33	%		81	%		98	%		86	%		120	%		152	%
Number of shares outstanding at end of period (000’s)		32,626			33,825			34,981			22,274			16,918			60,129			72,022			73,479			80,127			68,651
Net assets at the end of period (000’s)	$	404,748		$	347,417		$	345,551		$	306,357		$	259,704		$	656,395		$	672,566		$	656,132		$	912,992		$	925,906

^(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 a gain 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 gains realized on the disposal of investments in violation of investment restrictions (see Note 3).

See Notes to Financial Statements

138

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,
	2011			2010			2009			2008			2007
PER SHARE DATA
Net asset value at beginning of period	$	11.22		$	10.29		$	11.10		$	11.33		$	11.36
Income (loss) from investment operations:
Net investment income (loss)(d)		0.60			0.60			0.66			0.65			0.61
Net realized and unrealized gain (loss) on investments and foreign currencies		0.09			0.85			(0.60	)		(0.29	)		(0.12	)
Net increase from payments by affiliates		–			–			–			–			–
Total income (loss) from investment operations		0.69			1.45			0.06			0.36			0.49
Distributions from:
Net investment income		(0.60	)		(0.52	)		(0.87	)		(0.51	)		(0.40	)
Net realized gain on securities		–			–			–			(0.08	)		(0.12	)
Total distributions		(0.60	)		(0.52	)		(0.87	)		(0.59	)		(0.52	)
Net asset value at end of period	$	11.31		$	11.22		$	10.29		$	11.10		$	11.33
TOTAL RETURN(a)		6.36	%		14.51	%		2.23	%		3.13	%		4.32	%
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)		0.95	%		0.95	%		1.05	%		1.00	%		1.02	%
Ratio of expense reductions to average net assets		–			–			–			–			–
Ratio of net investment income (loss) to average net assets(b)		5.33	%		5.65	%		7.01	%		5.81	%		5.49	%
Ratio of net investment income (loss) to average net assets(c)		5.27	%		5.59	%		6.85	%		5.70	%		5.35	%
Portfolio turnover rate		144	%		141	%		129	%		127	%		126	%(e)
Number of shares outstanding at end of period (000’s)		44,277			41,249			34,144			31,963			25,743
Net assets at the end of period (000’s)	$	500,792		$	462,619		$	351,498		$	354,895		$	291,727

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

Fund	2007
Strategic Bond		120	%

See Notes to Financial Statements

139

VALIC Company II

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors 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 (the “Funds’’) at August 31, 2011, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the four 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, 2011 by correspondence with the custodian, transfer agent and brokers and the application of alternative auditing procedures where securities purchased had not been received, provide a reasonable basis for the opinion expressed above. The financial highlights for the period ended 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 27, 2011

140

VALIC Company II

APPROVAL OF ADVISORY AGREEMENTS (Unaudited)

At an in-person meeting held on August 1-2, 2011, the Board of Trustees (the “Board”), including the Trustees that are not interested persons of VC II, as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent 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 of VC II (collectively, the “Sub-advisory Agreements”): Bridgeway, Invesco, Invesco Asset Management Limited (“IAML”), J.P. Morgan Investment Management Inc. (“JPMIM”), Janus Capital Management, LLC (“Janus”), Metropolitan West Capital Management, LLC (“Metropolitan West”), Perkins Investment Management, LLC (“Perkins”), PineBridge, SunAmerica Asset Management Corp. (“SAAMCo”), The Boston Company Asset Management, LLC (“TBCAM”), and Wellington (collectively referred to as the “Sub-advisers”).

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

In connection with the approval of the Advisory Contracts, the Board received materials relating 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 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-Adviser Expense Group/Universe”), as selected an independent third-party provider of investment company data; (3) 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; (4) the costs of services and the benefits potentially derived by VALIC and the Sub-advisers; (5) whether the Funds will benefit from possible economies of scale from engaging VALIC and the Sub-advisers; (6) the profitability of VALIC and the Sub-advisers and their affiliates; (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 held at a July 2011 special meeting and executive sessions held during the August 2011 meeting during which such independent counsel provided guidance to the Independent Directors.

The continuation of all Advisory Contracts were approved at the August 2011 meeting for a one-year term beginning September 1, 2011 and ending August 31, 2012, with the exception of: (i) the RSI Sub-Advisory Agreement, which was approved for an initial two-year term; and (ii) the BlackRock Financial Sub-Advisory Agreement with respect to the Global Equity Fund which was approved for the period from September 1, 2011 to September 30, 2011, as a new sub-adviser will begin managing the Fund effective October 1, 2011.

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 knowledge of VALIC’s management and the quality of the performance of its duties, 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. 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. The Board also considered VALIC’s risk management processes.

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-adviser’s 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 also considered each Sub-adviser’s risk management processes.

The Board reviewed VALIC’s and SAAMCo’s compliance program and personnel. It was noted that SAAMCo is an affiliated company of VALIC and serves as the administrator to the Funds, as well as sub-advises certain VC I and VC II Funds. The Board 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 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 Universe and, in some cases as noted below, the Subadvisor Expense Group. 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 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 SAAMCo 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 certain Funds as noted below.

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The Sub-advisers provided and the Board also considered expense information of comparable accounts managed by the Sub-advisers, as applicable, which accounts may have included one or more of the following types of accounts: retail mutual funds, mutual funds sold through variable annuity and variable insurance products, and other institutional-type accounts.

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 VC II — unaudited data from the semi-annual report dated February 28, 2011.

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, 2011 and that benchmark information presented by management was through the period ended June 30, 2011.

• Aggressive Growth Lifestyle Fund (sub-advised by PineBridge). The Board considered that the Fund’s actual advisory fees were above the median of its Expense Group and at the median of the Expense Universe. In addition, 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 noted that the Fund’s actual sub-advisory fees were above the medians of its Subadvisor Expense Group/Universe. The Board took into account management discussion of the Fund’s expenses. The Board noted that the expense limitation on total expenses would be extended contractually through December 31, 2012.

The Board considered that the Fund’s performance was above the median of its Performance Group for the one- and three-year periods and slightly below the median for the five-year period. The Board also considered that the Fund’s performance was above the median of its Performance Universe and outperformed the Lipper VUF Mixed Asset Target Allocation Growth Index for the one-, three- and five-year periods. The Fund also outperformed its blended benchmark for the one-, three- and five-year periods. The blended benchmark consists of the Russell 3000 Index (“Russell 3000”) (54%), Barclays Capital U.S. Aggregate Bond Index (25%), the Morgan Stanley Capital International Europe, Australasia, Far East Index (“MSCI EAFE Index”) (13%), and the FTSE European Public Real Estate Association (“EPRA”) / National Association of Real Estate Investment Trusts (“NAREIT”) Global Real Estate Index (8%). The Board concluded that the Fund’s performance was satisfactory.

• 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 actual 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, 2012.

The Board considered that the Fund was below the medians of its Performance Group/Universe for the one-, three- and five-year periods. The Board considered that the Fund underperformed the Lipper VUF Large-Cap Growth Index for the one- and three-year periods and slightly outperformed the Lipper Index for the five-year period. The Board considered that the Fund underperformed 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 concluded that appropriate action is being taken to address the Fund’s performance.

• Conservative Growth Lifestyle Fund (sub-advised by PineBridge). 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 actual 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, 2012.

The Board considered that the Fund’s performance was above the median of its Performance Group/Universe and outperformed the Lipper VUF Mixed Asset Target Allocation Conservative Index for the one-, three- and five-year periods. The Board noted that the Fund outperformed its blended benchmark for the one-, three- and five- year periods. The Fund’s blended benchmark consists of the Russell 3000 Index (24%), Barclays Capital U.S. Aggregate Bond Index (65%), the MSCI EAFE Index (8%), and the FTSE EPRA/NAREIT Global Real Estate Index (3%). The Board concluded that the Fund’s performance was satisfactory.

• Core Bond Fund (sub-advised by PineBridge). The Board considered that the Fund’s actual advisory fees were below the medians 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. In addition, the Board noted that the Fund’s actual sub-advisory fees were above the medians of its Subadvisor Expense Group/Universe. The Board took into account management’s discussion of the Fund’s expenses. The Board noted that the expense limitation on total expenses would be extended contractually through December 31, 2012.

The Board noted that the Fund was above the medians of its Performance Group/Universe and that it outperformed the Lipper VUF Corporate A-Rated Bond Index for the one-, three- and five-year periods. The Board also noted that the Fund outperformed its benchmark, Barclays Capital U.S. Aggregate Index, for the one- and three-year periods and underperformed the benchmark for the five-year period. The Board concluded that the Fund’s performance was satisfactory.

• High Yield Bond Fund (sub-advised by Wellington Management). The Board considered that the Fund’s actual advisory fees were at the median of its Expense Group and above the median of its Expense Universe, and that the Fund’s total expenses were above the medians of its Expense Group/Universe. The Board considered that the Fund’s actual sub-advisory fees were above the medians of its Subadvisor Expense Group/Universe. The Board took into account management’s discussion of the Fund’s expenses. The Board noted that the Fund’s advisory fees were lowered in July 2009. The Board also noted that the expense limitation on total expenses would be extended contractually through December 31, 2012.

The Board considered that the Fund’s performance was slightly below the medians of its Performance Group/Universe and slightly underperformed the Lipper VUF High Yield Bond Index for the one- year period and was below the medians and underperformed the Lipper Index for the three- and five- year periods. The Board noted that the Fund underperformed its benchmark, the Citigroup High Yield Market Index for the one-, three- and five-year periods. The Board noted that the Fund’s performance has improved since Wellington Management began managing the Fund in July 2009. The Board took into account management’s discussion of the Fund’s performance, as well as management’s continued monitoring of the Fund. The Board concluded that the Fund’s performance was satisfactory in light of all factors considered.

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• International Small Cap Equity Fund (sub-advised by PineBridge and Invesco). The Board considered that the Fund’s actual advisory fees were below the medians of its Expense Group/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 actual 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, 2012.

The Board considered that the Fund’s performance was below the medians of its Performance Group/Universe and underperformed the Lipper VUF International Growth Index for the one- and five-year periods and was above the medians and underperformed the Lipper Index for the three-year period. The Board took into consideration that the Lipper Index focused on international multi-cap growth funds and not on international small-cap core funds. The Board further noted that the Fund underperformed its benchmark, the MSCI EAFE Small Cap Index, for the one-, three- and five-year periods. The Board also noted the addition of a co-sub-adviser in December 2009. The Board took into account management’s discussion of the Fund’s performance, as well as management’s continued monitoring of the Fund and its plans for the Fund. The Board concluded that the Fund’s performance was being addressed.

• Large Cap Value Fund (sub-advised by TBCAM and Janus/Perkins). 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 actual 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, 2012.

The Board considered that TBCAM and Janus/Perkins began managing the Fund in June 2010 and that performance beyond the one-year period was attributable to the prior sub-adviser. The Board considered that the Fund’s performance was above the medians of its Performance Group/Universe for the one-year period and was below the medians for the three- and five-year periods. The Board also considered that the Fund underperformed the Lipper VUF Large-Cap Value Index for the one-, three- and five-year periods. In addition, the Board noted that the Fund outperformed its benchmark, the Russell 1000^® Value Index, for the one-year period and underperformed the benchmark for the three- and five-year periods. The Board also noted management’s discussion of the Fund’s performance, as well as management’s continued monitoring of the Fund and the recent change of sub-adviser. The Board concluded that the Fund’s performance was being addressed.

• Mid Cap Growth Fund (sub-advised by Columbia). 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 actual 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, 2012.

The Board considered that Columbia began managing the Fund on December 1, 2010 and that performance prior to such time was attributable to the prior sub-adviser. The Board also considered that the Fund’s performance was below the medians of its Performance Group/Universe and the Lipper VUF Mid-Cap Growth Index for the one-, three- and five-year periods. In addition, the Board considered that the Fund outperformed its benchmark, the Russell Midcap^® Growth Index, for the one-year period and underperformed the benchmark for the three- and five-year periods. The Board took into account management’s discussion of the Fund’s performance, the recent change of sub-adviser and concluded that the Fund’s performance was being addressed.

• Mid Cap Value Fund (sub-advised by Nuveen, Tocqueville and Wellington). 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 actual 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, 2012.

The Board considered that the Fund’s performance was at the median of its Performance Group for the one-, three- and five- year periods. The Board also considered that the Fund’s performance was below the median of its Performance Universe for the one- and five- year periods and above the median for the three- year period. The Board also considered that the Fund outperformed the Lipper VUF Mid Cap Value Index for the one-, three- and five-year periods. In addition, the Board noted that the Fund underperformed its benchmark, the Russell 2500^® Value Index, for the one- and three-year periods and slightly outperformed the benchmark for the five-year period. The Board took into account management’s discussion of the Fund’s performance and the addition of another sub-adviser in March 2011 as well as its plans for the Fund, and concluded that the Fund’s performance was satisfactory in light of all factors considered.

• Moderate Growth Lifestyle Fund (sub-advised by AIGGIC). The Board considered that the Fund’s actual advisory fees were above the median of its Expense Group and below the median of its Expense Universe. The Board also considered that the Fund’s total expenses were slightly above the median of its Expense Group and below the median of its Expense Universe. The Board also considered that the Fund’s actual sub-advisory fees were above the medians of its Subadvisor Expense Group/Universe. The Board took into account management’s discussion of the Fund’s expenses. The Board noted that the expense limitation on total expenses would be extended contractually through December 31, 2012.

The Board considered that the Fund’s performance was above the medians of its Performance Group/Universe and outperformed the Lipper VUF Mixed-Asset Target Allocation Moderate Index for the one-, three- and five-year periods. In addition, the Board noted that the Fund outperformed its blended benchmark for the one-, three- and five-year periods. The Fund’s blended benchmark consists of the Russell 3000 (40%), Barclays Capital U.S. Aggregate Bond Index (45%) and the MSCI EAFE Index (10%) and the FTSE EPRA/NAREIT Global Real Estate Index (5%). The Board concluded that the Fund’s performance has been satisfactory.

• Money Market II Fund (sub-advised by SAAMCo). The Board considered that the Fund’s actual advisory fees were above the medians of its Expense Group/Universe. The Board also noted that the Fund’s total expenses were below the medians of its Expense Group/Universe. The Board also noted that the Fund’s actual sub-advisory fees were below the median of its Subadvisor Expense Universe. The Board took into account management’s discussion of the Fund’s expenses. The Board noted that the expense limitation on total expenses would be extended contractually through December 31, 2012 and that VALIC has contributed capital to support the Fund’s current yield.

The Board considered that the Fund’s performance was at the median of its Performance Group for the one- year period and above the median for the three- and five- year periods. The Board also considered that the Fund was at the median of its Performance Universe for the one- year period, above the median for the three- year period and

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below the median for the five- year period. The Board also considered that the Fund underperformed the Lipper VUF Money Market Index for the one- and five-year periods and outperformed the Lipper Index for the three- year period. The Board also considered that the Fund slightly underperformed its benchmark, the Treasury Bill 3 Month Index, for the one-year period, and slightly outperformed its benchmark for the three- and five-year periods. 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 its 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 actual sub-advisory fees were above the medians of its Subadvisor Expense Group/Universe. The Board took into account management’s discussion of the Fund’s expenses. The Board noted that the expense limitation on total expenses would be extended contractually through December 31, 2012.

The Board noted that the Fund’s performance was above the median of its Performance Group for the one-, three- and five-year periods. The Board also considered that the Fund’s performance was above the median of its Performance Universe and outperformed the Lipper VUF Small Cap Growth Index for the one- and three-year periods and was below the median and underperformed the Lipper Index for the five-year period. In addition, the Board considered that the Fund outperformed its benchmark, the Russell 2000^® Growth Index, for the one- and three-year periods and underperformed the benchmark for the five-year period. The Board concluded that the Fund’s performance was satisfactory in light of all factors considered.

• Small Cap Value Fund (sub-advised by SAAMCo, MetWest and JPMIM). 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 actual sub-advisory fees were above the median of its Subadvisor Expense Group and were at 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, 2012.

The Board considered that the Fund’s performance was below the median of its Performance Group for the one- and five-year periods and was at the median for the three-year period. The Board also considered that the Fund’s performance was below the median of the Performance Universe and underperformed the Lipper VUF Small Cap Value Index for the one- and three-year periods and was above the median and outperformed the Lipper Index for the five-year period. The Board also noted that the Fund outperformed its benchmark, the Russell 2000^® Value Index, for the one-, three- and five-year periods. The Board noted management’s discussion of the Fund’s performance, including the engagement of new sub-advisers in February 2010, its continued monitoring of the Fund, and concluded that the Fund’s performance is being addressed.

• Socially Responsible 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 actual 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, 2012.

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

• Strategic Bond Fund (sub-advised by PineBridge). The Board noted that the Fund’s actual advisory fees were below the medians of its Expense Group/Universe and that the Fund’s total expenses were slightly above the medians of its Expense Group/Universe. In addition, the Board considered that the Fund’s actual sub-advisory fees were at the median of its Subadvisor Expense Group and above the median of its Subadvisor Expense Universe. The Board took into account management’s discussion of the Fund’s expenses. The Board noted that the expense limitation on total expenses would be extended contractually through December 31, 2012.

The Board considered that the Fund’s performance was above the medians of its Performance Group/Universe for the one-year period and was below the median for the three- and five-year periods. The Board also considered that the Fund outperformed the Lipper VUF General Bond Index for the one- and three-year periods and underperformed the Lipper Index for the five-year period. The Board also noted that the Fund outperformed its benchmark, the Barclays Capital Aggregate Bond Index, for the one-, three- and five- year periods. The Board took into account management’s discussion of the Fund’s performance, including its improved performance over the one- year period. The Board noted that management was closely monitoring the Fund and concluded that the Fund’s performance was satisfactory in light of all factors considered.

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 the Funds also pay VALIC a fee for the provision of recordkeeping and shareholder services to contract owners and participants, which is

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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 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). It was also noted that SAAMCo receives sub-advisory fees for those Funds in which it serves as sub-adviser. 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 the 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 over time, 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 RSI Sub-Advisory Agreement, including the duties and responsibilities undertaken by RS Investments. It also noted that the RSI Sub-Advisory Agreement was the same in all material respects as the Sub-Advisory Agreement with Wells Capital, except for the name of the sub-adviser and the term of the agreements.

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 Funds 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.

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TRUSTEES AND OFFICERS INFORMATION — August 31, 2011 (Unaudited)

Name, Age and Address*	Position Held With VALIC Complex	Term of Office and Length of Time Served(4)		Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Director(2)		Other Directorships Held by Trustee(3)
Independent Directors
Thomas J. Brown Age: 65	Trustee		2005- Present	Retired.		48	Trustee, Virtus Series Fund (2011-Present).
Dr. Judith L. Craven Age: 65	Trustee		1998- Present	Retired Administrator.		86	Director, Hilton Hotel (1998-Present); 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 Age: 72	Chairman and Trustee(5)		2001- Present	Retired.		86	Director, Boston Options Exchange (2001-Present).
Dr. Timothy J. Ebner Age: 62	Trustee		1998- Present	Professor and Head, Department of Neuroscience (1980-Present), and Visscher Chair of Physiology, University of Minnesota (1999-Present); Scientific Director, Society for Research on the Cerabellum (2008-Present).		48	Trustee, Minnesota Medical Foundation (2005-Present).
Judge Gustavo E. Gonzales, Jr. Age: 71	Trustee		1998- Present	Attorney At Law, Criminal Defense and General Practice (2005-Present) Formerly, Municipal Court Judge, Dallas, TX (1995-2004)		48	None.
Dr. John Wm. Lancaster Age: 87	Trustee		1998- Present	Pastor Emeritus (1990-Present) and formerly Director of Planned Giving (1997-2005), First Presbyterian Church, Houston, TX.		48	None.
Kenneth J. Lavery Age: 61	Trustee		2001- Present	Vice President, Massachusetts Capital Resources Co. (1982-Present).		48	None.
Dr. John E. Maupin, Jr. Age: 64	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. (1999-Present); Director, HealthSouth Corp. (2004-Present); and Director, Regions Financial Corp. (2007-Present).
Interested Directors
Peter A. Harbeck(1) Age: 57	Trustee		2001- Present	President, CEO and Director, SAAMCo (1995-Present); Director, SunAmerica Capital Services, Inc. (“SACS”) (1993-Present); Chairman, President and CEO, Advisor Group, Inc. (2004-Present)		86	None.
Officers
Kurt Bernlohr Age: 50	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) and Associate General Counsel (2000-2004), VALIC		N/A	N/A
John Packs Age: 55	Vice President and Senior Investment Officer		2001- Present	Senior Investment Officer, VALIC (2001-Present).		N/A	N/A

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TRUSTEES AND OFFICERS INFORMATION — August 31, 2011 (Unaudited) — (continued)

Name, Age and Address*	Position Held With VALIC Complex	Term of Office and Length of Time Served(4)		Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Director(2)		Other Directorships Held by Trustee(3)
Officers
Gregory R. Kingston Age: 45	Treasurer and Principal Financial Officer		2000- Present	Vice President, SAAMCo (2001-Present).		N/A	N/A
Nori L. Gabert Age: 58	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 Age: 44	Vice President		2005- Present	Senior Vice President and General Counsel, SAAMCo (2005-Present); Formerly Vice President and Director of U.S. Asset Management Compliance, Goldman Sachs Asset Management (2004 to 2005); Deputy General Counsel, Credit Suisse Asset Management LLC (2002-2004).		N/A	N/A
Katherine Stoner Age: 54	Vice President, Chief Compliance Officer		May 2011- Present	Vice President, SAAMCo (May 2011-Present); Vice President, The Variable Annuity Life Insurance Company (“VALIC”) and Western National Life Insurance Company (“WNL”) (2006-Present); Deputy General Counsel and Secretary, VALIC and WNL (2007-Present); Vice President, VALIC Financial Advisors, Inc. and VALIC Retirement Services Company (2010-Present).		N/A	N/A
Matthew J. Hackethal Age: 39	Anti-Money Laundering (“AML”) Compliance Officer		2007- Present	Chief Compliance Manager, SAAMCo (2006-Present); AML Compliance Officer, SunAmerica Fund Complex (2006-Present).		N/A	N/A
Donna M. Handel Age: 45	Vice President and Assistant Treasurer		2001- Present	Senior Vice President, SAAMCo (2004-Present).		N/A	N/A
Thomas M. Ward Age: 44	Vice President		2008- Present	VP (2009-Present) and Director (2005-2009), VALIC; VP, VALIC Financial Advisers, Inc. (2009-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 SunAmerica Speciality Series (6 funds), SunAmerica Equity Funds (3 funds), SunAmerica Income Funds (4 funds), SunAmerica Money Market Funds, Inc. (2 funds), SunAmerica Senior Floating Rate Fund, Inc. (1 fund), SunAmerica Series, Inc. (11 portfolios), SunAmerica Focused Alpha Growth Fund, Inc. (1 fund), SunAmerica Focused Alpha LargeCap Fund, Inc. (1 fund), Anchor Series Trust (9 portfolios), Seasons Series Trust (21 portfolios), SunAmerica Series Trust (35 portfolios), VALIC Company I (33 funds)and VALIC Company II (15 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.

147

VALIC Company II

SHAREHOLDERS TAX INFORMATION — August 31, 2011 (Unaudited)

Certain tax information regarding the VALIC Company 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, 2011.

The information and distributions reported herein may differ from the information and distributions taxable to the shareholders for the calendar year ending December 31, 2011, which will be made available after the end of the calendar year.

During the year ended August 31, 2011 the Funds paid the following long-term capital gains 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	$	—	$	—	$	—		22.00	%
Capital Appreciation		—		—		—		100.00
Conservative Growth Lifestyle		—		—		—		8.37
Core Bond		—		—		—		1.21
High Yield Bond		—		—		—		0.05
International Small Cap Equity		—		1,116,317		14,836,750		1.37
Large Cap Value		—		—		—		100.00
Mid Cap Growth		—		—		—		—
Mid Cap Value		—		—		—		100.00
Moderate Growth Lifestyle		—		—		—		14.23
Money Market II		—		—		—		—
Small Cap Growth		—		—		—		—
Small Cap Value		—		—		—		83.20
Socially Responsible		—		—		—		100.00
Strategic Bond		—		—		—		0.34

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

148

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.

149

VALIC Company II Aggressive Growth Lifestyle Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

A discussion with PineBridge Investments, LLC

For the twelve-months ending August 31, 2011, the Aggressive Growth Lifestyle Fund returned 16.33%, compared to 18.50% for the S&P 500^® Index and 14.27% for the Blended Index. The Blended Index is comprised of the Russell 3000^® Index (54%), the Morgan Stanley Capital International Europe, Australasia, Far East (“MSCI EAFE”) Index (net) (13%), the Barclays Capital U.S. Aggregate Bond (“BarCap US Aggregate Bond”) Index (25%) and the FTSE European Public Real Estate Association (“EPRA”)/National Association of Real Estate Investment Trusts (“NAREIT”) Developed Index (8%).

Over the course of the fiscal year, the Russell 3000^® Index returned 19.30%, the MSCI EAFE Index (net) returned 10.01%, the FTSE EPRA NAREIT Index returned 15.49%, and the BarCap US Aggregate Bond Index returned 4.62%. Thus the blended benchmark returned 14.27% for the year. The Fund invests in a combination of the funds of VC II and VALIC Company I (“VC I”), another mutual fund series managed by VALIC (“Underlying Funds”). The Fund does not select specific sectors, securities, or countries thus, these factors do not influence performance. Rather, the key indicators of performance are asset allocation, style allocation and selection of Underlying Funds. Each of these factors contributed to performance on approximately an even basis.

The Fund opened the fiscal year with a cautious overweight in fixed income, as the U.S. economy was just beginning to overcome fears of a double-dip recession. When confidence in renewed growth was restored, the Fund quickly shifted to an overweight in U.S. Equity, with a concentration in small caps which tend to recover more when sentiment shifts toward recovery. In early 2011, The Fund shifted away from international equity due to rampant global inflation and austerity measures in Europe, and instead increased an overweight on U.S. Equity. In March the Fund realized some of its gains and took a more cautious stance with greater emphasis on fixed income as a series of headlines (Egypt rebellion, Japanese Quake/Tsunami, U.S. Debt Ceiling) began to upset global markets. The Fund pared down its equity holdings and moved to a significant overweight in fixed income during this period. As the year closed, buying opportunities arose in falling equity markets and the Fund renewed an overweight in U.S. Equity.

150

VALIC Company II Aggressive Growth Lifestyle Fund

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

For the year ended August 31, 2011, the Aggressive Growth Lifestyle Fund returned 16.33% compared to 18.50% for the S&P 500^® Index and 14.27% 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%), MSCI EAFE Index (net) (13%), the BarCap US Aggregate Bond Index (25%) and the FTSE/EPRA NAREIT Developed Index (8%).

*** The MSCI EAFE Index (net) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US & Canada. The net index approximates the minimum possible dividend reinvestment and assumes that the dividend is reinvested after the deduction of withholding tax, applying the rate to non-resident individuals who do not benefit from double taxation treaties.

**** The BarCap US Aggregate Bond Index, a broad measure of the bond market, 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 Developed 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
16.33%	3.62%	5.48%

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 Contracts, Plans or IRAs for mortality and expense guarantees, administrative fees or surrender charges.

151

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 17.41% for the twelve-month period ending August 31, 2011, compared to a return of 23.96% for the Russell 1000^® Growth Index.

While performance was strong on an absolute basis, the Fund underperformed the benchmark for the period.

Sector selection hurt performance on a relative basis. Sector allocation detracted in eight of ten sectors. Among the sectors, slight overweighting in healthcare hurt performance the most. A slight underweighting in energy detracted from performance as well.

Overall, security selection was the primary reason for the underperformance during the period. Poor stock selection in information technology hurt the most with Akamai Technologies Inc., F5 Networks Inc. and First Solar Inc. detracting from performance. Stock selection in the materials sector had a smaller negative effect. Security selection in consumer staples, notably Green Mountain Coffee Roasters, Inc. contributed positively to performance.

For the year ended August 31, 2011, the Capital Appreciation Fund returned 17.41% compared to 23.96% 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
17.41%	1.43%	0.52%

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 Contracts, Plans or IRAs for mortality and expense guarantees, administrative fees or surrender charges.

152

VALIC Company II Conservative Growth Lifestyle Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

A discussion with PineBridge Investments, LLC

For the twelve-months ending August 31, 2011, the Conservative Growth Lifestyle Fund returned 11.82%, compared to 18.50% for the S&P 500^® Index and 9.08% for the Blended Index. The Blended Index is comprised of the Russell 3000^® Index (24%), the Morgan Stanley Capital International Europe, Australasia, Far East (“MSCI EAFE”) Index (net) (8%), the Barclays Capital U.S. Aggregate Bond (“BarCap US Aggregate Bond”) Index (65%) and the FTSE European Public Real Estate Association (“EPRA”)/National Association of Real Estate Investment Trusts (“NAREIT”) Developed Index (3%).

Over the course of the fiscal year, the Russell 3000^® Index returned 19.30%, the MSCI EAFE Index (net) returned 10.01%, the FTSE EPRA NAREIT Index returned 15.49%, and the BarCap US Aggregate Bond Index returned 4.62%. Thus the blended benchmark returned 9.08% for the year. The Fund invests in a combination of the funds of VC II and VALIC Company I (“VC I”), another mutual fund series managed by VALIC (“Underlying Funds”). The Fund does not select specific sectors, securities, or countries thus, these factors do not influence performance. Rather, the key indicators of performance are asset allocation, style allocation, and selection of Underlying Funds. During the course of the fiscal year, selection of Underlying Funds provided the greatest benefit to performance. Asset allocation was also a contributor to performance, while style allocation proved a small drag on returns.

The fiscal year began with fears of a double-dip recession subsiding, and the Fund held an overweight in U.S. Equity with underweights in International Equity, Real Estate Equity, and Fixed Income. Within U.S. Equity, the bias was skewed toward value with a preference for mid-cap companies. Within Fixed Income, the Fund leaned heavily toward high yield. As the year progressed, the Fund became more overweight U.S. Equity vs. International Equity and shifted more weight toward small caps and growth stocks. Due to inflation fears, the Fund diversified its Fixed Income exposure with more high-quality and inflation protected securities. Market shocks in 2011 led the Fund to concentrate more on Fixed Income, reducing but staying overweight in U.S. Equity. Markets now appear to be in a transitional period and as a result the Fund is focusing more on larger caps, value oriented and a diversified blend of fixed income assets.

153

VALIC Company II Conservative Growth Lifestyle Fund

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

For the year ended August 31, 2011, the Conservative Growth Lifestyle Fund returned 11.82% compared to 18.50% for the S&P 500^® Index and 9.08% 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%), MSCI EAFE Index (net) (8%), the BarCap US Aggregate Bond Index (65%) and the FTSE EPRA/NAREIT Developed Index (3%).

*** The MSCI EAFE Index (net) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US & Canada. The net index approximates the minimum possible dividend reinvestment and assumes that the dividend is reinvested after the deduction of withholding tax, applying the rate to non-resident individuals who do not benefit from double taxation treaties.

**** The BarCap US Aggregate Bond Index, a broad measure of the bond market, 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 Developed 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
11.82%	5.38%	5.74%

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 Contracts, Plans or IRAs for mortality and expense guarantees, administrative fees or surrender charges.

154

VALIC Company II Core Bond Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

A discussion with PineBridge Investments, LLC

The Core Bond Fund posted a return of 4.89% for the twelve-month period ending August 31, 2011, compared to a return of 4.62% for the Barclays Capital (“BarCap”) U.S. Aggregate Bond Index.

The Fund’s exposure to high yield contributed to performance as did an allocation to commercial mortgage-backed securities (CMBS). Lower grade credits sold off in August due to increased concern surrounding the sovereign debt crisis in Europe and consequently, the allocation to Treasuries has been increased.

Within the Fund, top performing securities included CMBS positions issued by Morgan Stanley and Goldman Sachs. Bond holdings that detracted from performance included CMBS positions issued by Greenwich Capital Commercial Fund Corporation and Morgan Stanley. The contributing Morgan Stanley holding had a more senior position in the CMBS capital structure as well as better liquidity. Given the liquidity of the issue, the Fund was able to trade it more tactically over the period which benefited performance.

In the emerging markets portion of the Fund, holdings in the dollar denominated debt of Lithuania, Venezuela and Argentina benefitted performance. Additionally, heightened investor interest bolstered emerging markets returns in general.

For the year ended August 31, 2011, the Core Bond Fund returned 4.89% compared to 4.62% for the BarCap US Aggregate Bond Index.

* The BarCap US Aggregate Bond Index, a broad measure of the bond market, 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
4.89%	6.04%	5.26%

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 Contracts, Plans or IRAs for mortality and expense guarantees, administrative fees or surrender charges.

155

VALIC Company II High Yield Bond Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

A discussion with Wellington Management Company, LLP

The High Yield Bond Fund posted a return of 7.00% for the twelve-month period ending August 31, 2011, compared to its benchmark, the Citigroup High-Yield Market Index, which returned 8.59%.

During the period, the best performing sectors of the Citigroup High Yield Market Index were broadband, technology, and restaurants. The worst performing sectors were publishing, home builders, and transportation.

Security selection was the main driver of underperformance during the period, due primarily to results in the utilities, financial services, and industrials sectors. While not enough to offset the weak security selection, the Fund benefited from sector allocation decisions, particularly an overweight to the technology sector. The Fund also benefited from strong security selection in the technology and energy sectors and an underweight to the home construction sector. During the period, CCC-rated securities outperformed all other quality segments while B- and BB-rated names lagged. Security selection in CCC-rated names weighed on relative performance.

The top three individual contributors were Ford Motor Co., First Data Corp and Sorenson Communications Inc. The top three detractors were Cenveo Corp, Harland Clarke Holdings Corp. and Navios Maritime Holdings, Inc.

For the year ended August 31, 2011, the High Yield Bond Fund returned 7.00% compared to 8.59% 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
7.00%	3.71%	7.31%

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 Contracts, Plans or IRAs for mortality and expense guarantees, administrative fees or surrender charges.

156

VALIC Company II International Small Cap Equity Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

The International Small Cap Equity Fund posted a return of 12.14% for the twelve-month period ending August 31, 2011, compared to a return of 17.44% for the Morgan Stanley Capital International (“MSCI”) Europe, Australasia, and Far East (“EAFE”) Small Cap Index (net).

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

The key driver to underperformance during the review period was Europe excluding the UK. The portfolio was marginally overweight Europe excluding the UK and stock selection was poor. European industrial names performed poorly and several holdings, including Outokumpu, sold off aggressively as concerns regarding global growth pervaded. Additionally, positions in Japan were weak, significantly impacted following the Japanese earthquake in March 2011.

Strong stock selection within Asia excluding Japan contributed the most during the reporting period. Exposure to Indonesia and Thailand was particularly positive. Big C Supercenter PCL and AKR Corporindo were among the biggest single stock contributors to performance.

In terms of sector exposure, strong stock selection within healthcare made the largest contribution to total returns. Stock selection within consumer staples was also a positive for performance. Overweight positions within financials, industrials, materials and technology disappointed and this detracted the most from performance.

A discussion with PineBridge Investments, LLC—regarding their portion of the Fund (the “portfolio”)

The portfolio underperformed the benchmark during the period.

The portfolio benefitted from positive sector selection within energy, financials, utilities, healthcare and materials, but this did not compensate for poor stock selection. Conversely, consumer discretionary, staples, industrials, information technology and telecom all detracted from performance relative to the benchmark.

For each region there were particular periods to note. The portfolio underperformed in Asia due to an underweight in Australia, which rallied strongly into the year-end, buoyed by higher commodity prices. In Japan, while being one of the top performing markets in 2011, experienced the triple threat of an earthquake, tsunami and nuclear meltdown in March which saw investors sell their small cap positions.

Security selection had a negative impact on performance in nine of ten sectors. The top five detracting stocks were Cramo Oyj, Deutz AG, SAF-Holland SA, Aareal Bank AG and SNS REAAL NV. Top five contributing stocks were St James’s Place PLC, Sungwoo Hitech Co, Aalberts Industries, Sulzer AG and Lancashire Holdings Ltd.

For the year ended August 31, 2011, the International Small Cap Equity Fund returned 12.14% compared to 17.44% for the MSCI EAFE Small Cap Index (net).

* The MSCI EAFE Small Cap Index (net) is an unmanaged index considered representative of small-cap stocks of Europe, Australasia and the Far East. The net index approximates the minimum possible dividend reinvestment and assumes that the dividend is reinvested after the deduction of withholding tax, applying the rate to non-resident individuals who do not benefit from double taxation treaties.

Average Annual Total Return
1 Year	5 Years	10 Years
12.14%	-0.71%	5.49%

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 Contracts, Plans or IRAs for mortality and expense guarantees, administrative fees or surrender charges.

157

VALIC Company II Large Cap Value Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

The Large Cap Value Fund posted a return of 13.84% for the twelve-month period ending August 31, 2011, compared to a return of 14.37% for the Russell 1000^® Value Index.

A discussion with Janus Capital Management, LLC—regarding their portion of the Fund (the “portfolio”)

Stock selection in the financial services and industrial sectors was positive. An overweight and positive stock selection in the healthcare sector also added to returns. Relative detractors in the period included holdings in energy, consumer discretionary, and information technology.

In financials and for the portfolio overall, Discover Financial Services was the largest individual positive contributor. Energy was the best performing sector for the Index. Stocks such as Exxon Mobil Corp. contributed to performance. Other large positive contributors included International Business Machines Corp., General Electric Co., and Anadarko Petroleum Corp.

Technology Bellwether Cisco Systems declined 21%; it was the portfolio’s largest individual negative contributor. Hewlett-Packard, Forest Oil Corp., and SunTrust Banks Inc. were other large detractors.

A discussion with The Boston Company Asset Management, LLC—regarding their portion of the Fund (the “portfolio”)

The portfolio modestly underperformed its benchmark on a net basis during the period. Underperformance versus the benchmark was largely driven by stock selection primarily in the consumer discretionary and energy sectors. Several of the portfolio’s consumer discretionary holdings detracted from relative returns, including Walt Disney Co. Some of this underperformance was offset by outperformance in other sectors, including industrials, materials and healthcare. The portfolio outperformed by the widest margin in the materials and industrials sectors, driven by stock selection that included Freeport-McMoRan Copper & Gold, Inc. An overweight to healthcare, the second best performing sector, also helped returns.

The energy sector continues to represent one of the portfolio’s highest active overweights. This sector had the portfolio’s top three contributors: Occidental Petroleum Corp., Schlumberger Ltd., and Cameron International Corp. An underweight in the benchmark’s worst-performing sector, financials, helped overall performance. However, the three largest individual performance detractors came from this sector: MetLife Inc., Citigroup Inc., and Comerica Inc.

For the year ended August 31, 2011, the Large Cap Value Fund returned 13.84% as compared to 14.37% 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
13.84%	-3.28%	2.56%

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 Contracts, Plans or IRAs for mortality and expense guarantees, administrative fees or surrender charges.

158

VALIC Company II Mid Cap Growth Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

The Mid Cap Growth Fund posted a return of 26.27% for the twelve-month period ending August 31, 2011, compared to a return of 25.61% for the Russell Midcap^® Growth Index.

Effective December 1, 2010, Columbia Management Investment Advisers, LLC replaced Invesco Advisers Inc. as sub-adviser to the Fund.

A discussion with Invesco Advisers, Inc.

The Fund outperformed during the shortened period. Energy, information technology, materials, financials and consumer staples all showed positive results. The Fund outperformed by the widest margin in the energy sector, driven by stock selection and an overweight position. Concho Resources Inc. was one of the leading contributors to performance.

Some of this outperformance was offset by underperformance in other sectors, including healthcare and telecommunication services. The Fund underperformed by the widest margin in the healthcare sector, driven by stock selection and an overweight position. Nuvasive Inc. and Human Genome Sciences Inc. were two of the leading detractors to performance.

A discussion with Columbia Management Investment Advisers, LLC

The Fund’s strategy generally is to maintain sector weightings that are within a range of those of the benchmark Russell Midcap^® Growth Index, and typically the slight over/under-weights on a sector basis are more of a reflection of the bottom-up analysis of individual stocks within those sectors as opposed to any top-down call on one sector versus another.

For the period, the strategy benefited from strong security selection in the information technology, consumer discretionary, consumer staples, financials, and industrials sectors, which more than offset poorer performance in energy, healthcare, materials and telecommunication services sectors.

Within the top performing information holdings, Alliance Data Systems Corp. and Electronic Arts Inc. were two top performers. In consumer discretionary, Lululemon Athletica, Inc. and Tempur-Pedic International Inc. were the top contributors. Among the consumer staples sector, Green Mountain Coffee Roasters Inc. and Herbalife Ltd. were the leading contributors.

In energy, the Fund underperformed mostly because of what the Fund didn’t own. An underweight in the strong performing Range Resources Corporation and not owning Petrohawk Energy Corp., which was acquired by BHP Billiton Ltd. at a significant premium.

The three leading detractors were Dendreon Corp., Cooper Tire & Rubber Co and Life Technologies Corp.

For the year ended August 31, 2011, the Mid Cap Growth Fund returned 26.27% compared to 25.61% for the Russell Midcap^® Growth Index.

* The Russell Midcap^® Growth Index measures the performance of those Russell Midcap^® 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
26.27%	3.03%	4.32%

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 Contracts, Plans or IRAs for mortality and expense guarantees, administrative fees or surrender charges.

159

VALIC Company II Mid Cap Value Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

The Mid Cap Value Fund posted a return of 12.98% for the twelve-month period ended August 31, 2011 compared to a return of 17.28% % for the Russell 2500^® Value Index.

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

Strong stock selection in the information technology, telecom and media, and financials sectors was more than offset by weaker selection in the materials, consumer staples, and healthcare sectors. The top relative detractors from performance included Sino-Forest (materials), Delta Air Lines (industrials), and Owens-Illinois (materials). Varian Semiconductor (information technology) CF Industries (materials) and CIGNA (healthcare) were top contributors to relative performance.

Overall, sector allocation contributed to relative results, helped by an underweight to the lagging financials sector and an overweight to the industrials and consumer staples sectors. An underweight to the Energy sector detracted from performance.

A discussion with Nuveen Asset Management, LLC—regarding their portion of the Fund (the “portfolio”)

Sector allocation contributed to relative performance due to an underweight allocation toward financials and an overweight allocation toward energy. Security selection was the primary driver of underperformance. Positive contribution in the consumer discretionary and materials sectors was offset by negative security selection in all remaining sectors.

Among the top contributing stocks were CBS, Corp., Newfield Exploration, Co. and Eaton Corp. While Lincoln National, Dean Foods Co. and Royal Caribbean were among the top detractors.

Effective March 21, 2011, Tocqueville Asset Management, LP was added as a sub-adviser to the Fund.

A discussion with Tocqueville Asset Management, LLC—regarding their portion of the Fund (the “portfolio”)

Sector allocation relative to the Index is generally a coincidental function of the portfolio’s bottom-up investment process rather than a purposeful top-down strategy. However, as a result of identifying a number of attractive investment opportunities in more cyclical industries, the portfolio was overweight in the industrials and materials sectors during the period. This exposure negatively impacted relative performance, as both sectors were among the worst performing areas in the Index. The utilities and consumer staples sectors were the only sectors to generate a positive return to the Index during the period, and the portfolio had no investments in those areas, which also detracted from performance. In contrast, the relative lack of exposure to the energy sector was favorable to performance as it was a fairly weak sector within the Index during the period.

Stock selection also detracted from relative performance for the period. Together, Ferro Corp., Owens-Illinois, Inc., and Collective Brands, Inc. negatively impacted performance. Celanese Corp. and Southern Union Company were the top positive contributors to our performance for the period.

For the year ended August 31, 2011, the Mid Cap Value Fund returned 12.98% compared to 17.28% 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
12.98%	0.80%	5.84%

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 Contracts, Plans or IRAs for mortality and expense guarantees, administrative fees or surrender charges.

160

VALIC Company II Moderate Growth Lifestyle Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

A discussion with PineBridge Investments, LLC

For the twelve-months ending August 31, 2011, the Moderate Growth Lifestyle Fund returned 14.20%, compared to 18.50% for the S&P 500^® Index and 11.76% for the Blended Index. The Blended Index is comprised of the Russell 3000^® Index (40%), the Morgan Stanley Capital International Europe, Australasia, Far East (“MSCI EAFE”) Index (net) (10%), the Barclays Capital U.S. Aggregate Bond (“BarCap US Aggregate Bond”) Index (45%) and the FTSE European Public Real Estate Association (“EPRA”)/National Association of Real Estate Investment Trusts (“NAREIT”) Developed Index (5%).

Over the course of the fiscal year, the Russell 3000^® Index returned 19.30%, the MSCI EAFE Index (net) returned 10.01%, the FTSE EPRA NAREIT Index returned 15.49%, and the BarCap US Aggregate Bond Index returned 4.62%. Thus, the blended benchmark returned 11.76% for the year. The Fund invests in a combination of the funds of VC II and VALIC Company I (“VC I”), another mutual fund series managed by VALIC (“Underlying Funds”). The Fund does not select specific sectors, securities, or countries thus, these factors do not influence performance. Rather, the key indicators of performance are asset allocation, style allocation, and selection of Underlying Funds. Greatest benefit to performance came from asset allocation. Selection of Underlying Funds and style allocation also provided contributions to performance.

The Fund began the fiscal year with a modest overweight on U.S. Equity, and underweight Fixed Income. The recovery from the recession had resumed after fears of a double dip subsided, leading to a cautious optimism about growth prospects. Confidence in the recovery became stronger as the year progressed and the Fund increased allocations to smaller cap equities which would see the largest benefit. As the U.S. economy grew, it was clear that Europe faced a headwind from austerity measures and the Fund significantly reduced its International Equity exposure. In Fixed Income, the high yield tilt began to shift toward quality as inflation fears ramped up entering into 2011. Subsequent market-moving headlines such as unrest in the Middle East, the disaster in Japan, and the U.S. budget/debt impasse caused a trimming of a U.S. Equity overweight until exercising a buying opportunity at year end with markets at or near lows for the year.

161

VALIC Company II Moderate Growth Lifestyle Fund

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

For the year ended August 31, 2011, the Moderate Growth Lifestyle Fund returned 14.20% compared to 18.50% for the S&P 500^® Index and 11.76% 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%), MSCI EAFE Index (net) (10%), the BarCap US Aggregate Bond Index (45%) and the FTSE EPRA/NAREIT Developed Index (5%).

*** The MSCI EAFE Index (net) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US & Canada. The net index approximates the minimum possible dividend reinvestment and assumes that the dividend is reinvested after the deduction of withholding tax, applying the rate to non-resident individuals who do not benefit from double taxation treaties.

**** The BarCap US Aggregate Bond Index, a broad measure of the bond market, 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 Developed 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
14.20%	4.67%	5.77%

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 Contracts, Plans or IRAs for mortality and expense guarantees, administrative fees or surrender charges.

162

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 0.01% for the twelve-month period August 31, 2011, compared to a return of 0.09% for its benchmark, the Treasury Bill Three-Month Index.

The Federal Open Market Committee (“FOMC”) maintained 2011 with a target rate between 0% and 0.25%. The FOMC commented throughout its regularly scheduled meetings of an economy that was considerably slower than expected. Indicators suggested a deterioration in overall labor market conditions in recent months, and the unemployment rate has moved up. Household spending has flattened out, investment in nonresidential structures was still weak, and the housing sector remained depressed. Moreover, downside risks to the outlook have increased. The FOMC discussed the range of policy tools available to promote a stronger recovery in a context of price stability. The capital markets were heavily influenced by potential financial reform policy and sovereign risk (triggered by the country of Greece).

Sector selection had a slightly positive impact on the Fund. Given the outlook for a continued low level in the federal funds rate, the Fund continued to emphasize longer fixed rate and floating rate securities, while selectively purchasing shorter-dated securities when relative value opportunities were discovered. The Fund puts an emphasis on maintaining liquidity while striving to preserve yields.

Average Annual Total Return
1 Year	5 Years	10 Years
0.01%	1.75%	1.79%

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 Contracts, Plans or IRAs for mortality and expense guarantees, administrative fees or surrender charges.

163

VALIC Company II Small Cap Growth Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

A discussion with J.P. Morgan Investment Management, Inc.

The Small Cap Growth Fund posted a return of 26.18% for the twelve-month period ending August 31, 2011, compared to a return of 27.54% for the Russell 2000^® Growth Index.

For the twelve months ended August 31, 2011, the Fund underperformed its benchmark, the Russell 2000 Growth Index. Sector weightings were relatively close to the Russell 2000 Growth Index. As such, stock selection was the primary driver of performance during the period. Stock selection in the energy and financial services sectors detracted from performance, while stock selection in the technology and producer durables sectors contributed to performance.

At the stock level, primary detractors were Petroleum Development Corp., an independent natural gas and crude company and RealD Inc., a global licensor of three-dimensional media technologies. On the upside, the Fund’s biggest contributors were Broadsoft, Inc., a software provider that enables voice over internet protocol technologies, and Varian Semiconductor, a manufacturer of programmable integrated circuit boards.

For the year ended August 31, 2011, the Small Cap Growth Fund returned 26.18% compared to 27.54% 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
26.18%	1.86%	2.66%

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 Contracts, Plans or IRAs for mortality and expense guarantees, administrative fees or surrender charges.

164

VALIC Company II Small Cap Value Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

The Small Cap Value Fund posted a return of 22.06% for the twelve-month period ending August 31, 2011, compared to a return of 16.86% for the Russell 2000^® Value Index.

A discussion with J.P. Morgan Investment Management, Inc.—regarding their portion of the Fund (the “portfolio”)

Strong stock selection in the consumer cyclical and software and services groups contributed to results. Two other major contributors to performance included positive stock selection in the retail and Real Estate Investment Trusts (“REITs”) groups. Sector selection overall had only a slight addition to performance. Alternatively, stock selection in the basic materials and industrial cyclical groups detracted from performance.

An overweight position in Dillard’s, an apparel and home furnishing retailer (not a benchmark component), was a large contributor to performance during the period. In addition, consumer finance company World Acceptance was a major individual contributor.

On a less positive side, the position in subsea contractor Cal Dive International Inc. negatively impacted the portfolio’s return for the year. Horizon Lines, the shipping company, was another major individual detractor.

A discussion with Metropolitan West Capital Management, LLC—regarding their portion of the Fund (the “portfolio”)

The majority of the outperformance resulted from security selection rather than sector weighting differences relative to the Russell 2000^® Value Index. During this period, stock selection in the information technology, consumer discretionary and consumer staples sectors were the top contributors to performance relative to the Russell 2000^® Value Index. Relative performance was further augmented by a large underweight in the bottom-performing financials sector. Within information technology, Entegris Inc. and Varian Semiconductor Equipment Associates, Inc. added the most value. In financials, Cathay General Bancorp was the top contributor, while Gymboree Corp. added the most value in consumer discretionary. Finally, RalCorp Holdings, Inc. was the top performer in consumer staples.

Security selection in industrials and healthcare subtracted value relative to the Index. However, stock selection in the healthcare sector was partially offset by an overweight in this strong performing sector. An underweight to the strong materials sector hurt overall performance, as did an underweight to utilities, another of the strongest sectors. In Industrials, Schawk, Inc. and Resources Connection, Inc. subtracted the most value. Within Health Care, Amedisys, Inc. was the largest detractor from performance.

A discussion with SunAmerica Asset Management Corp.—regarding their portion of the Fund (the “portfolio”)

For the portfolio as a whole, stock selection in the industrial, consumer discretionary, and consumer staples sectors helped relative performance. Overweight allocations and positive stock selection in the energy and materials groups were also additive, as was a large financials underweight. Detracting from portfolio returns were underweight positions in the utility and industrial groups and an overweight position in the lagging telecommunication services sector. Also hurting performance was a 5% average cash position and security selection among information technology and utility companies.

Vonage Holdings Corp., ZAGG Inc., MasTec Inc., Brigham Exploration Co., and International Coal Group Inc. were leading contributors during the period, while Sunstone Hotel Investors Inc., James River Coal Co., OmniVision Technologies Inc., Destination Maternity Corp., and Seabridge Gold Inc. were leading detractors.

For the year ended August 31, 2011, the Small Cap Value Fund returned 22.06% compared to 16.86% 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
22.06%	0.75%	5.85%

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 Contracts, Plans or IRAs for mortality and expense guarantees, administrative fees or surrender charges.

165

VALIC Company II Socially Responsible Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

A discussion with SunAmerica Asset Management Corp.

The Socially Responsible Fund posted a return of 18.19% for the twelve-month period ending August 31, 2011, compared to its benchmark, the S&P 500^® Index, which returned 18.50%.

The Fund is currently passively managed to create an optimized portfolio designed to closely track the S&P 500^® Index by investing in a stock universe that is composed of the members of the S&P 500^® Index, less those companies that do not meet the Fund’s social criteria. Therefore, in addition to performance discrepancies due to trading, cash, and pricing effects normally experienced by index funds, the Fund experiences discrepancies due to the restrictions imposed by the Fund’s social criteria.

During the past twelve months, all ten S&P 500^® Index constituents appreciated, led higher by the energy, consumer discretionary, and healthcare categories. The financials, telecom services, and utilities sectors were the principal laggards.

In terms of stock contribution, Apple Inc., International Business Machines Corp., Marathon Oil Corp., Schlumberger Ltd., and Microsoft Corp. were the most additive positions during the fiscal period. At the other end of the spectrum, Hewlett-Packard Co., Morgan Stanley, Citigroup Inc., and Wells Fargo & Co. detracted the most from performance.

The Fund utilizes index futures (S&P 500 E-Mini Futures) to “equitize” cash. They are designed to provide returns equal to that of the portfolio’s benchmark, the S&P 500^® Index.

For the year ended August 31, 2011, the Socially Responsible Fund returned 18.19% compared to 18.50% 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
18.19%	0.83%	2.49%

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 Contracts, Plans or IRAs for mortality and expense guarantees, administrative fees or surrender charges.

166

VALIC Company II Strategic Bond Fund

COMPARISON: FUND VS. INDEX (Unaudited)

MANAGEMENT OVERVIEW

A discussion with PineBridge Investments, LLC

The Strategic Bond Fund posted a return of 6.36% for the twelve-month period ending August 31, 2011, compared to its benchmark, the Barclays Capital U.S. Aggregate Bond (“BarCap US Aggregate Bond”) Index, which returned 4.62%.

An allocation to commercial mortgage-backed securities (CMBS) detracted from relative performance as risk assets sold off in August due to increased concern surrounding the sovereign debt crisis in Europe.

Top performing securities in the Fund included Sprint Capital Corporation and Vangent Inc. Bond holdings that detracted from performance included CMBS issued by Greenwich Capital Commercial Funding Corp and Morgan Stanley.

The Fund’s exposure to the sovereign debt of Venezuela and Turkey benefitted performance due to a rally in their respective currencies. Additionally, solid fundamentals and heightened investor interest bolstered emerging markets returns.

The Fund’s allocation to investment grade corporate credit was a large contributor to relative performance. Allocation to treasuries also contributed to performance, given the recent flight to quality at the end of the period.

For the year ended August 31, 2011, the Strategic Bond Fund returned 6.36% compared to 4.62% for the BarCap US Aggregate Bond Index.

* The BarCap US Aggregate Bond Index, a broad measure of the bond market, 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
6.36%	6.02%	7.80%

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 Contracts, Plans or IRAs for mortality and expense guarantees, administrative fees or surrender charges.

167

VALIC Company II

SUPPLEMENTS TO PROSPECTUS (Unaudited)

Capital Appreciation Fund

International Small Cap Equity Fund

Mid Cap Value Fund

Supplement to the Statutory Prospectus dated January 1, 2011

At a meeting held on October 24-25, 2011, the Board of Trustees (the “Board”) of VALIC Company II (“VC II”) approved the following: (i) the termination of Bridgeway Capital Management, Inc. (“Bridgeway”) as the sub-adviser to the Capital Appreciation Fund (“Capital Appreciation”) and the appointment of The Boston Company Asset Management, LLC (“Boston Company”) as the sub-adviser to Capital Appreciation; (ii) the termination of PineBridge Investments LLC (“PineBridge”) as the sub-adviser to the International Small Cap Equity Fund (“International Small Cap”) and the appointment of UBS Global Asset Management (Americas) Inc. (“UBS Global AM”); and (iii) the termination of FAF Advisors, Inc. (“FAF Advisors”) / Nuveen Asset Management, LLC (“Nuveen”) as the sub-adviser of the Mid Cap Value Fund (“Mid Cap Value”) and the appointment of Robeco Investment Management, Inc. (“Robeco”). At the meeting, the Board approved new investment sub-advisory agreements between The Variable Annuity Life Insurance Company (“VALIC”) and each of Boston Company, UBS Global AM and Robeco (collectively, the “Sub-Advisory Agreements”) to specifically include Capital Appreciation, International Small Cap or Mid Cap Value, respectively. Capital Appreciation, International Small Cap and Mid Cap Value are collectively referred to as the “Funds.”

With respect to the Sub-Advisory Agreements, 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 shareholders of the Funds. The effective date of each Sub-Advisory Agreement will be on or about December 5, 2011 (the “Effective Date”). The following changes will take place upon the Effective Date:

Capital Appreciation

The “Investment Adviser” section of the Fund Summary is amended to delete Bridgeway as a sub-adviser of the Fund, to reflect the addition of “The Boston Company Asset Management, LLC” as the sub-adviser to the Fund and the addition of the following portfolio managers:

Name	Portfolio Manager of the Fund Since		Title
Elizabeth Slover		2011		Portfolio Manager
David Sealy		2011		Portfolio Manager
Barry Mills		2011		Portfolio Manager

International Small Cap

The “Investment Adviser” section of the Fund Summary is amended to delete PineBridge as a sub-adviser of the Fund, to reflect the addition of “UBS Global Asset Management (Americas) Inc.” as a sub-adviser to the Fund and the addition of the following portfolio manager:

Name	Portfolio Manager of the Fund Since		Title
Vincent Willyard		2011		Portfolio Manager

Mid Cap Value

The “Performance Information” section of the Fund Summary is modified to reflect that effective December 5, 2011 the Fund will transition its benchmark from the Russell 2500^™ Value Index to the Russell Midcap^® Value Index. In the process of replacing FAF Advisors/Nuveen, with the new sub-adviser, Robeco, VALIC analyzed the composition of the Fund and the Fund’s benchmark. While the correlation between the existing benchmark and the proposed benchmark is high, the result of this analysis is that the Russell Midcap Value Index is more representative of the composition of the funds. The performance information presented below is intended to illustrate the risks of investing in the Fund by comparing the Fund’s average annual returns to those of the Russell 2500^™ Value Index and the Russell Midcap^® Value Index.

Delete the performance table and replace with the following:

Average Annual Total Returns (For the periods ended December 31, 2009)

	1 Year		5 Years		10 Years
Fund		36.77%		1.94%		7.17%
Russell 2500™ Value Index		27.68%		0.84%		8.18%
Russell Midcap® Value Index		34.21%		1.98%		7.58%

The “Investment Adviser” section of the Fund Summary is amended to delete FAF Advisors/Nuveen as a sub-adviser of the Fund, to reflect the addition of “Robeco Investment Management, Inc.” as a sub-adviser to the Fund and the addition of the following portfolio managers:

Name	Portfolio Manager of the Fund Since		Title
Steven L. Pollack		2011		Portfolio Manager
Joseph F. Feeney, Jr.		2011		Portfolio Manager

VALIC Company II

SUPPLEMENTS TO PROSPECTUS (Unaudited) — (continued)

The “Management – Investment Sub-Advisers” section is amended to delete any references to Bridgeway, FAF Advisors/ Nuveen, and PineBridge serving as sub-adviser to International Small Cap. In addition, the section is amended to reflect the engagements of Boston Company as the sub-adviser to Capital Appreciation, UBS Global AM as the sub-adviser to International Small Cap and Robeco as the sub-adviser to Mid Cap Value.

The Capital Appreciation Fund is managed by Elizabeth Slover, David Sealy and Barry Miller. Ms. Slover is a managing director of The Boston Company and is the director of The Boston Company’s core research team. She has been employed by The Boston Company since July 2005. Mr. Sealy is an analyst on the core research team of The Boston Company, where he has been employed since July 2005. Mr. Mills is an analyst on the core research team of The Boston Company, where he has been employed since July 2005.

International Small Cap Equity Fund

UBS Global Asset Management (Americas) Inc. (“UBS Global AM”)

One North Wacker Drive, Chicago, Illinois 60606

UBS Global AM, a Delaware corporation, is an investment advisor registered with the SEC. UBS Global AM is an indirect, wholly owned subsidiary of UBS AG (“UBS”) and a member of the UBS Global Asset Management division. UBS is an internationally diversified organization headquartered in Zurich and Basel, Switzerland, with operations in many areas of the financial services industry.

The International Small Cap Equity Fund is managed by Vincent Willyard. Mr. Willyard is the Head of Global ex-US Growth Equities at UBS Global AM. He has been a Managing Director of UBS Global AM since July 2007.

Mid Cap Value Fund

Robeco Investment Management, Inc. (“Robeco”)

909 Third Avenue, 32^nd Floor, New York, New York 10022

Robeco is an SEC-registered investment adviser consisting of two investment divisions: Robeco Boston Partners (“BP”) and Robeco Weiss, Peck & Greer (“WPG”). Robeco is a wholly-owned subsidiary of Robeco Group, a global investment management company headquartered in Rotterdam, the Netherlands. Robeco Group was founded in 1929 and manages over $216 billion as of June 30, 2011 for clients worldwide. Robeco Group is wholly-owned by Rabobank Group, (“Rabobank”), the Netherlands. Robeco is a value equity asset manager with $21 billion in assets under management as of September 30, 2011.

The Mid Cap Value Fund is managed by Steven L. Pollack, CFA and Joseph F. Feeney, Jr., CFA. Mr. Pollack is the portfolio manager for Robeco Boston Partners Mid Cap Value Equity product. He is in his eleventh year with the firm. He has twenty-seven years of investment experience. Mr. Feeney is Co-Chief Executive Officer and Chief Investment Officer for Robeco. He is responsible for the firm’s strategic, financial and operating decisions, and all aspects of investment management including the firm’s fundamental and quantitative research groups. Mr. Feeney joined the firm upon its inception in 1995. He has twenty-six years of investment experience.

Date: October 26, 2011

VALIC Company II

BOARD OF TRUSTEES

Thomas J. Brown

Judith L. Craven

William F. Devin

Timothy J. Ebner

Gustavo E. Gonzales, Jr.

Peter A. Harbeck

John W. Lancaster

Kenneth J. Lavery

John E. Maupin, Jr.

CUSTODIAN

State Street Bank and Trust Company

225 Franklin Street

Boston, Massachusetts 02110

INVESTMENT ADVISER

The Variable Annuity

Life Insurance Company (VALIC)

2929 Allen Parkway

Houston, Texas 77019

INVESTMENT SUBADVISERS

Bridgeway Capital Management, Inc.

5615 Kirby Dr., Suite 518

Houston, Texas 77005

Columbia Management Investment Advisers, LLC

100 Federal Street

Boston, Massachusetts 02110

Invesco Advisers, Inc.

1555 Peachtree Street, N.E.

Atlanta, Georgia 30309

J.P. Morgan Investment Management Inc.

270 Park Avenue

New York, New York 10017

Janus Capital Management, LLC

151 Detroit Street

Denver, Colorado 80206

Metropolitan West Capital Management, LLC

610 Newport Center Drive, Suite 100

Newport Beach, CA 92660

Nuveen Asset Management, LLC

333 W. Wacker Drive

Chicago, Illinois 60606

PineBridge Investments LLC

399 Park Avenue

New York, NY 10022

SunAmerica Asset Management Corp.

Haborside Financial Center

3200 Plaza 5

Jersey City, New Jersey 07311

The Boston Company Asset Management, LLC

BNY Melton Center

201 Washington St.

Boston, MA 02108

Tocqueville Asset Management LP

1675 Broadway

New York, New York 10019

Wellington Management Co. LLP

280 Congress Street

Boston, Massachusetts 02210

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

Katherine Stoner,

Vice President and Chief Compliance Officer

Donna Handel,

Vice President and Assistant Treasurer

John E. Smith Jr,

Assistant Treasurer

Shana L. Walker,

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.

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Copyright © The Variable Annuity Life Insurance Company. All rights reserved. VC 10855 (12/2010) 79619 EE

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Manage your account online! Enjoy quick, easy and secure access — now or anytime. Powerful features: You’ll find a long list of powerful features to track and analyze your portfolio values with graphs and charts. You can print and download account transaction confirmations and tax statements, view transaction history and download it to Quicken using Direct ConnectSM. The Account Aggregation Feature allows you to display information from other accounts in addition to your VALIC accounts. Account information is also available for viewing on your cell phone or mobile device. You can easily manage your personal profile to update your contact information (phone, address, e-mail), reset your password and more. Your financial advisor’s contact information is also readily accessible. You can also request forms for a variety of services. With VALIC Online you can initiate account transactions including: •  Allocation changes •  Transfer money among investment options •  Rebalance account to your desired allocation mix •  Change contributions Personal Deliver-e® is an electronic document delivery service with these attractive features: •  Elect to receive notification when account statements, certain regulatory documents and transaction confirmations are available for viewing and printing •  Select which notifications you want to receive electronically •  Days faster than paper delivery •  Less paper, less waste Start exploring VALIC Online today! >   Go to VALIC.com and 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 the VALIC 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 Copyright © The Variable Annuity Life Insurance Company. All rights reserved. VC 23800 (12/2010) J80543 EE

VALIC Company II P.O. Box 3206 Houston, TX 77253-3206 PRST STD POSTAGES & FEES PAID VON HOFFMANN CORPORATION

VC 11288 (08/2011) 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 2011, there were no reportable amendments, waivers, or implicit waivers to a provision of the Code of Ethics that applies to the registrant’s Principle Executive 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 Item 3(b) 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:

	2010		2011
(a) Audit Fees	$	299,470	$	318,935
(b) Audit-Related Fees	$	0	$	0
(c) Tax Fees	$	0	$	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.

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:

	2010		2011
(b) Audit-Related Fees	$	0	$	0
(c) Tax Fees	$	0	$	0
(d) All Other Fees	$	126,566	$	145,000

In addition, Ernst & Young, LLP is performing tax services for the Series. For the fiscal years ended 2010 and 2011, the fees for these tax services were $126,216 and $139,058, 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 2010 and 2011 were $584,441 and $236,846, 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 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 8, 2011

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 8, 2011

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

Date: November 8, 2011