SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Navellier Variable Insurance Series Fund, Inc.
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(Name of Registrant as Specified In Its Charter)
Blazzard, Grodd & Hasenauer, P.C.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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NAVELLIER VARIABLE INSURANCE SERIES FUND, INC.
ONE EAST LIBERTY, THIRD FLOOR
RENO, NEVADA 89501
NAVELLIER GROWTH PORTFOLIO
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 8, 2000
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders ("Shareholders")
of Navellier Variable Insurance Series Fund, Inc., a corporation organized under
the laws of the State of Maryland (the "Fund"), will be held at the offices of
Navellier & Associates, Inc., the investment adviser to the Fund (the
"Adviser"), One East Liberty, Third Floor, Reno, Nevada 89501, on December 8,
2000, at 10:00 a.m., local time, for the following purposes:
1. To elect three Directors to serve until their respective successors are
elected and have qualified;
2. To transact such other business as may properly come before the meeting or
any adjournment thereof.
Shareholders of record as of the close of business on November 7, 2000, are
entitled to notice of and to vote at the meeting and at any and all adjournments
thereof.
By order of the Board of Directors
Arjen Kuyper
Secretary
Dated: November __, 2000
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YOUR VOTE IS IMPORTANT! PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED
PROXY, DATE AND SIGN IT, AND RETURN IT IN THE ACCOMPANYING POSTAGE PREPAID
ENVELOPE. IF YOU SIGN, DATE AND RETURN THE PROXY BUT GIVE NO VOTING
INSTRUCTIONS, YOUR SHARES WILL BE VOTED IN FAVOR OF ALL PROPOSALS NOTICED ABOVE.
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THE FUND'S ANNUAL REPORT TO SHAREHOLDERS, WHICH INCLUDES AUDITED FINANCIAL
STATEMENTS OF THE FUND AS OF DECEMBER 31, 1999, AND THE FUND'S SEMI-ANNUAL
REPORT TO SHAREHOLDERS, WHICH INCLUDES UNAUDITED FINANCIAL STATEMENTS OF THE
FUND AS OF JUNE 30, 2000, MAY BE OBTAINED WITHOUT CHARGE BY CALLING (800)
___-____ OR WRITING TO THE FUND AT ONE EAST LIBERTY, THIRD FLOOR, RENO, NEVADA
89501.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT
YOU MAIL YOUR PROXY PROMPTLY.
THE DIRECTORS OF THE FUND RECOMMEND THAT YOU CAST YOUR VOTE IN FAVOR OF THE
NOMINEES FOR THE BOARD OF DIRECTORS LISTED IN THE PROXY STATEMENT.
<PAGE>
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY FORM(S) PROMPTLY.
NAVELLIER VARIABLE INSURANCE SERIES FUND, INC.
ONE EAST LIBERTY, THIRD FLOOR
RENO, NEVADA 89501
----------------
PROXY STATEMENT
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 8, 2000
The enclosed proxy is being solicited by and on behalf of the Board of Directors
(the "Directors" or "Board") of Navellier Variable Insurance Series Fund, Inc.,
a Maryland corporation ("Fund"), which consists of one Portfolio, the Navellier
Growth Portfolio ("Portfolio"). This proxy is for use at a Special Meeting
("Meeting") of Shareholders ("Shareholders") of the Portfolio to be held at the
offices of the Adviser, One East Liberty, Third Floor, Reno, Nevada 89501, on
December 8, 2000 at 10:00 a.m., local time, and at any and all adjournments
thereof for the purposes set forth in the accompanying Notice of Special Meeting
of Shareholders (the "Notice").
VOTING
The Fund was established to be used exclusively as the underlying investment for
certain variable life insurance and variable annuity contracts ("Variable
Contracts") offered by certain participating life insurance companies through
their separate accounts. American General Life Insurance Company ("American
General Life") is the only participating life insurance company in the Fund.
Pursuant to current interpretations of the Investment Company Act of 1940, as
amended (the "1940 Act"), American General Life will solicit voting instructions
from owners of Variable Contracts with respect to matters to be acted upon at
the meeting. All shares in the Fund held by American General Life will be voted
by American General Life in accordance with voting instructions received from
such contract owners. American General Life will vote all of the shares which it
is entitled to vote in the same proportion as the votes cast by contract owners,
on the issues presented, including shares which are attributable to American
General Life's interests in the Fund. American General Life has fixed the close
of business on December 5, 2000 as the last day for which voting instructions
will be accepted.
American General Life will designate individuals who will serve as proxies at
the meeting. If the accompanying form of proxy is properly executed and returned
in time to be voted at the meeting, the shares covered thereby will be voted by
American General Life in accordance with the instructions marked thereon.
Executed proxies that are unmarked will be voted for both proposals. Any proxy
may be revoked at any time prior to its exercise by a written notice of
revocation addressed to and received by the Secretary of the Fund, by delivering
a duly executed proxy bearing a later date, or by attending the meeting and
voting in person. Each proposal being considered at the meeting will be approved
only if a sufficient number of votes are cast in favor of that proposal.
Accordingly, votes to abstain and votes against will have the same effect in
determining whether a proposal is approved.
The Board of Directors has fixed the close of business on November 7, 2000 as
the record date ("Record Date") for the determination of shareholders entitled
to notice of and to a vote at the meeting. Shareholders on the Record Date will
be entitled to one vote for each full Share held and to a proportionate
fractional vote for each fractional Share.
As of the Record Date, there were ___________ Shares of the Navellier Growth
Portfolio outstanding. See page ___ for information concerning the substantial
Shareholders of the Shares of the Fund.
The Notice, this Proxy Statement and the accompanying proxy card(s) were first
mailed to Shareholders on or about November __, 2000.
The purpose of the Special Meeting is to permit the Portfolio's Shareholders to
elect three Directors.
The costs of the meeting, including the solicitation of proxies and voting
instructions from contract owners, will be paid by _____________________.
If, by the time scheduled for the meeting, a quorum is not present or if a
quorum is present but sufficient votes in favor of any of the proposals
described in this Proxy Statement are not received, the persons named as proxies
may propose one or more adjournments of the meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of the shares present in person or represented by proxy at the
session of the meeting to be adjourned. The persons named as proxies will vote
in favor of any such adjournment those proxies which instruct them to vote in
favor of any of the proposals to be considered at the adjourned meeting, and
will vote against any such adjournment those proxies which instruct them to vote
against or to abstain from voting on all of the proposals to be considered at
the adjourned meeting.
PROPOSAL 1.: ELECTION OF DIRECTORS
The Directors
The Fund may, but is not required to, hold annual meetings of shareholders for
the election of Directors. The current Board of Directors has selected and
nominated all nominees for election as Directors at this Special Meeting of
Shareholders. The three individuals named in the table below have been nominated
for election as Directors, each to hold office until his successor is duly
elected and has qualified.
Following the Meeting, the Fund does not contemplate holding regular meetings of
Shareholders to elect Directors or otherwise. In the event a vacancy occurs on
the Board by reason of death, resignation or a reason other than removal by the
Shareholders, the remaining Directors shall appoint a person to fill the vacancy
for the entire unexpired term. The Fund has no procedure to consider persons
recommended by Variable Contract owners for nomination to the Board of Directors
of the Fund.
When an investment company does not hold regular annual meetings, it is a
requirement under the 1940 Act and a policy of the Fund that holders of record
of not less than two-thirds of the outstanding shares of the investment company
may file a declaration in writing or may vote at a special meeting of
shareholders for the purpose of removing a Director. The Board will be required
to promptly call a special meeting of shareholders for the purpose of voting
upon the question of removal of any such Director(s) when required to do so by
the record holders of not less than 10% of the total outstanding shares of the
Fund. In addition, the Board will comply with the requirements of Section 16(c)
of the 1940 Act with respect to communications with Shareholders.
Each of the nominees named below has agreed to serve as a Director if elected;
however should any nominee become unable or unwilling to accept nomination or
election, the proxies will be voted for one or more substitute nominees
designated by the Board of Directors.
Each Director elected by the Shareholders or by the Directors shall serve until
the election and qualification of his or her successor, or until he or she
sooner dies, resigns or is removed.
The following is a list of the names, ages and principal occupations respecting
the Director nominees.
<TABLE>
<CAPTION>
Name and Age Principal Occupations or Employment in
Past 5 Years
<C> <S>
Harvey L. Cohen Of Counsel, Dietze and Davis, P.C., 1999 -
Age: __ present; prior thereto, Managing Shareholder,
1996 to 1999; prior thereto, Associate, 1990 - 1996.
James T. Farricker Director of Network Engineering, TeraBeam Networks,
Age: __ a manufacturer of laser - fiberless optics, from 19_
to present; prior thereto, Technical Fellow
and Chief Engineer, Boeing's Computer and
Network Organization, 19__ to 19__.
Christopher Schrobilgen* Marketing Director, Navellier
Age: 51 and Associates, Inc. since
1994.
------------------
<FN>
* "Interested person" as defined in the 1940 Act.
</FN>
</TABLE>
The following is a list of the names, ages, principal occupations and other
information respecting the current Directors (other than Mr. Schrobilgen).
Name and Age Principal Occupations or Employment in
Past 5 Years
----------------------- ---------------------------------------
Robert G. Sharp Director Director, JMC Corp., a marketing
843 Knapp Drive company for annuities and mutual
Santa Barbara, CA 93108 funds, May 1995 to present; President
Age: 63 and Chief Executive Officer, Keyport
Life Insurance Company from 1979 until
his retirement in 1993.
Directors who are "interested persons" receive no compensation from the Fund.
Each Director of the Fund who is not an interested person of the Fund receives a
fee of $1,500 for each Board Meeting attended and $250 for each Committee
Meeting attended (if held on a day on which no Board Meeting is held). For the
year ended December 31, 1999, the Disinterested Directors received the following
fees for service as Director:
<TABLE>
<CAPTION>
Pension or
Aggregate Retirement Benefits Total Compensation
Compensation Accrued As Part of From Fund and
Fund Director from Fund Fund Expenses Complex
------------ ------------------ ------------- ------------------
<S> <C> <C> <C>
Christopher M. Schrobilgen* N/A N/A N/A
Robert G. Sharp $6,000 N/A $6,000
* "Interested person" as defined in the 1940 Act.
</TABLE>
Mr. Sharp has acted as a Director of the Fund since his election to the Board of
Directors in _______, 1997; Mr. Schrobilgen has acted as a Director of the Fund
since his election to the Board of Directors in September, 1998. No shareholder
meeting of the Fund has been held since Mr. Schrobilgen was appointed to the
Board. Therefore, one of the purposes of this meeting is to propose Mr.
Schrobilgen for election by the shareholders.
During the last fiscal year, the Board of Directors held four meetings.
The Board of Directors has appointed an Audit Committee. The only incumbent
Director who is a member of the Audit Committee is Mr. Sharp. The Audit
Committee held one meeting during the last fiscal year, which Mr. Sharp
attended. The Audit Committee makes recommendations to the Board concerning the
selection of the Fund's independent accountants, reviews with such accountants
the scope and results of the Fund's annual audit and considers any comments that
the accountants may have regarding the Fund's financial statements or books of
account. The Disinterested Directors are responsible for the annual review of
the Fund's investment advisory arrangements and any other matters requiring the
approval of the Disinterested Directors under the 1940 Act. The Fund does not
have a standing nominating or compensation committee of the Board.
The officers of the Fund serve for one year or until their respective successors
are chosen and qualified. The Fund's officers currently receive no compensation
from the Fund but Messrs. Navellier, Kuyper and Schrobilgen are also officers of
the Adviser and certain of its affiliates and receive compensation in such
capacities.
The following table sets forth certain information concerning the current
principal executive officers of the Fund.
<TABLE>
<CAPTION>
Positions and Other Principal Occupations
Name and Age Offices with Fund in Past 5 Years
-------------- ------------------- ------------------------------------
<S> <C> <C>
Louis G. Navellier President CEO and President of
One East Liberty Navellier & Associates,
Third Floor Inc., an investment
Reno, NV 89501 management company since
Age: 42 1988; CEO and President
of Navellier Management,
Inc., one of the Portfolio
Managers for the Investment
Adviser to this Fund, The
Navellier Series Fund and
The Navellier Performance
Funds; President and CEO
of Navellier Securities
Corp., the principal
underwriter to The Navellier
Performance Funds and The
Navellier Series Fund; CEO
and President of Navellier
Fund Management, Inc.,
an investment advisory
company, since November
30, 1995.
Arjen Kuyper Secretary, Chief Operating Officer,
One East Liberty Treasurer and Navellier and Associates, Inc.
Third Floor Principal Navellier Management, Inc.,
Reno, NV 89501 Accounting Navellier Fund Management, Inc.
Age: 44 Officer and Navellier Securities Corp.
since 1992.
</TABLE>
As of the Record Date, certain officers and Directors of the Fund held
beneficial interests in shares of the Fund through the purchase of variable
annuity or variable life insurance contracts. The amount owned beneficially by
the officers and Directors, as a group, is less than one percent of the
Portfolio's outstanding shares.
REQUIRED VOTE
The election of Directors shall be by the affirmative vote of the holders of a
majority of the Shares entitled to vote present in person or represented by
proxy at such meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "IN FAVOR" OF THE NOMINEES FOR THE
BOARD OF DIRECTORS LISTED IN THIS PROXY STATEMENT.
BROKERAGE ALLOCATION AND OTHER PRACTICES
In effecting portfolio transactions for the Fund, the Investment Adviser adheres
to the Fund's policy of seeking best execution and price, determined as
described below, except to the extent it is permitted to pay higher brokerage
commissions for "brokerage and research services," as defined herein. The
Investment Adviser may cause the Fund to pay a broker or dealer an amount of
commission for effecting a securities transaction in excess of the amount of
commission which another broker or dealer would have charged for effecting the
transaction if the Investment Adviser determines in good faith that such amount
of commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer or that any offset of direct
expenses of a Portfolio yields the best net price. As provided in Section 28(e)
of the Securities Exchange Act of 1934, "brokerage and research services"
include giving advice as to the value of securities, the advisability of
investing in, purchasing, or selling securities, and the availability of
securities; furnishing analysis and reports concerning issuers, industries,
economic facts and trends, portfolio strategy and the performance of accounts;
and effecting securities transactions and performing functions incidental
thereto (such as clearance and settlement). Brokerage and research services
provided by brokers to the Fund or to the Investment Adviser are considered to
be in addition to and not in lieu of services required to be performed by the
Investment Adviser under its contract with the Fund and may benefit both the
Fund and other clients of the Investment Adviser or customers of or affiliates
of the Investment Adviser. Conversely, brokerage and research services provided
by brokers to other clients of the Investment Adviser or its affiliates may
benefit the Fund.
When selecting broker-dealers for Fund portfolio transactions, the Adviser may
consider the record of such broker-dealers with respect to the sale of shares of
the Fund or the sale of Contracts.
If the securities in which a particular Portfolio of the Fund invests are traded
primarily in the over-the-counter market, where possible, the Fund will deal
directly with the dealers who make a market in the securities involved unless
better prices and execution are available elsewhere. Such dealers usually act as
principals for their own account. There is generally no stated commission in the
case of securities traded in the over-the-counter market, but the price paid by
a Portfolio usually includes an undisclosed dealer commission or mark-up. On
occasion, securities may be purchased directly from the issuer. There may be
customary mark-ups on principal transactions. Bonds and money market instruments
are generally traded on a net basis and do not normally involve either brokerage
commissions or transfer taxes.
The determination of what may constitute best execution and price in the
execution of a securities transaction by a broker involves a number of
considerations including, without limitation, the overall direct net economic
result to the Fund (involving both price paid or received and any net
commissions and other costs paid), the efficiency with which the transaction is
effected, the ability to effect the transaction at all where a large block is
involved, the availability of the broker to stand ready to execute possibly
difficult transactions in the future, and the financial strength and stability
of the broker. Such considerations are judgmental and are weighed by the
Investment Adviser in determining the overall reasonableness of brokerage
commissions paid by the Fund. Some portfolio transactions are subject to the
Rules of Fair Practice of the National Association of Securities Dealers, Inc.,
and subject to obtaining best prices and executions, effected through dealers
who sell shares of the Fund and/or possibly the VA Contracts and/or VLI
Policies.
The Board of Directors of the Fund will periodically review the performance of
the Investment Adviser of its respective responsibilities in connection with the
placement of portfolio transactions on behalf of the Fund and review the
commissions paid by the Fund over representative periods of time to determine if
they are reasonable in relation to the benefits to the Fund.
The Board of Directors will periodically review whether the recapture for the
benefit of the Fund of some portion of the brokerage commissions or similar fees
paid by the Fund on portfolio transactions is legally permissible and advisable.
At present, no recapture arrangements are in effect. The Board of Directors will
review whether recapture opportunities are available and are legally
permissible, and, if so, will determine, in the exercise of their business
judgment, whether it would be advisable for the Fund to seek such recapture.
The Navellier Growth Portfolio paid $4,543.20 in brokerage commissions for the
period ended December 31, 1999.
AUDITORS
The Trust's independent auditor is Tait, Weller & Baker. Tait, Weller & Baker
audited the Fund's Annual Report for the year ended December 31, 1999.
SERVICE PROVIDERS
The Fund's investment adviser is Navellier & Associates, Inc., One East Liberty,
Third Floor, Reno, Nevada 89501 ("Adviser"). Under a separate Administrative
Services Agreement, the Adviser provides the Navellier Growth Portfolio with
certain administrative services. The Fund's principal underwriter is Navellier
Securities Corp., One East Liberty, Third Floor, Reno, Nevada 89501. Rushmore
Trust & Savings, FSB, 4922 Fairmont Avenue, Bethesda, Maryland 20814, serves as
the custodian of the Fund's portfolio securities and cash and as the Fund's
transfer agent.
SHAREHOLDER PROPOSALS
The Fund does not hold regular shareholders' meetings. Shareholders wishing to
submit proposals for inclusion in a proxy statement for a subsequent
shareholders' meeting should send their written proposals to the Secretary of
the Fund at the address set forth on the cover of this proxy statement.
Proposals must be received a reasonable time prior to the date of a meeting of
shareholders to be considered for inclusion in the proxy materials for a
meeting. Timely submission of a proposal does not, however, necessarily mean
that the proposal will be included. Persons named as proxies for any subsequent
shareholders' meeting will vote in their discretion with respect to proposals
submitted on an untimely basis.
SUBSTANTIAL SHAREHOLDERS
As of the Record Date, all of the Shares of the Fund were owned by American
General Life, [list separate accounts of American General]. Their Shares will be
voted in accordance with voting instructions received from variable contract
owners as described under "Voting." The amount owned beneficially by the
officers and Directors, as a group, is less than one percent of the Portfolio's
outstanding shares.
To the knowledge of the Fund, as of the Record Date, the following Contract
owners were known to own beneficially more than 5% of the shares of the
Navellier Growth Portfolio:
Name and Address Amount of Percentage of
of Beneficial Owner Beneficial Portfolio's
Ownership Shares
-------------------- ----------- --------------
<PAGE>
OTHER MATTERS
The Board of Directors knows of no other business to be brought before the
Meeting. However, if any other matters properly come before the Meeting, it is
intended that the proxies will vote thereon in their discretion.
By order of the Board of Directors,
ARJEN KUYPER
Secretary
Dated: November __, 2000
Reno, Nevada
PROXY
NAVELLIER GROWTH PORTFOLIO
OF
NAVELLIER VARIABLE INSURANCE SERIES FUND, INC.
SPECIAL MEETING OF SHAREHOLDERS
December 8, 2000
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
Navellier Growth Portfolio of Navellier Variable Insurance Series Fund, Inc.
("Fund") hereby appoints _____________________________________________________,
or any one of them true and lawful attorneys with power of substitution of each,
to vote all shares which the undersigned is entitled to vote, at the Special
Meeting of Shareholders of the Fund to be held on December 8, 2000 at the
offices of Navellier & Associates, Inc., One East Liberty, Third Floor, Reno,
Nevada 89501, at 10:00 a.m., local time, and at any adjournment thereof
("Meeting"), as follows:
1. To elect three directors to serve until their respective successors are
elected and have qualified: Harvey L. Cohen, James T. Farricker and
Christopher M. Schrobilgen.
IN FAVOR
For all nominees
listed (except as WITHHOLDING
marked to the contrary) AUTHORITY
----------------------- --------------
------------------------------------
(INSTRUCTION: TO WITHHOLD AUTHORITY
FOR ANY INDIVIDUAL NOMINEE WRITE THE
NAME ON THE LINE PROVIDED
ABOVE.)
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSAL IF
NO CHOICE IS INDICATED.
Dated: ____________________, 2000
American General Life Insurance Company
---------------------------------------------------
Name of Insurance Company
---------------------------------------------------
Name and Title of Authorized Officer
---------------------------------------------------
Signature of Authorized Officer
NAVELLIER GROWTH PORTFOLIO
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Portfolio:
-----------------------------------
NAVELLIER GROWTH PORTFOLIO
INSTRUCTIONS TO AMERICAN GENERAL LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
NAVELLIER VARIABLE INSURANCE SERIES FUND, INC. TO BE HELD ON DECEMBER 8, 2000
INSTRUCTIONS SOLICITED ON BEHALF OF
AMERICAN GENERAL LIFE INSURANCE COMPANY
The undersigned hereby instructs American General Life Insurance Company (the
"Company") to vote all shares of the above-referenced Portfolio of NAVELLIER
VARIABLE INSURANCE SERIES FUND, INC. (the "Fund") represented by units held by
the undersigned at a special meeting of shareholders of the Fund to be held at
10:00 a.m., local time, on December 8, 2000, at the offices of Navellier &
Associates, Inc., One East Liberty, Third Floor, Reno, Nevada 89501 and at any
adjournment thereof, as indicated on the reverse side.
Dated: ________________________, 2000
-------------------------------------
Signature(s)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS FORM. When signing as
attorney, executor, administrator, trustee, guardian, or as custodian for a
minor, please sign your name and give your full title as such. If signing on
behalf of a corporation, please sign the full corporate name and your name and
indicate your title. If you are a partner signing for a partnership, please sign
the partnership name, your name and indicate your title. Joint owners should
each sign this proxy. Please sign, date and return.
INSTRUCTIONS SOLICITED ON BEHALF OF AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY WILL VOTE SHARES HELD ON BEHALF OF THE
CONTRACT OWNER AS INDICATED BELOW OR FOR ANY PROPOSAL FOR WHICH NO CHOICE IS
INDICATED.
RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY
STATEMENT IS HEREBY ACKNOWLEDGED.
IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,
THE COMPANY SHALL VOTE FOR ALL THE PROPOSALS. IF THIS INSTRUCTION FORM IS NOT
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE YOUR SHARES IN THE SAME
PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.
Please vote by filling in the appropriate box below.
IN FAVOR
For both nominees
listed (except as WITHHOLD
marked to the contrary) AUTHORITY
----------------------- -----------
1. To elect three directors to
serve until their respective [ ] [ ]
successors are elected and
have qualified: Harvey L.
Cohen, James T. Farricker and
Christopher M. Schrobilgen
------------------------------
(INSTRUCTION: TO WITHHOLD
AUTHORITY FOR ANY INDIVIDUAL
NOMINEE(S) WRITE THE NAME(S) ON THE
LINE PROVIDED ABOVE.)
IMPORTANT: Please sign on the reverse side.
