AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON: January 19, 2000
REGISTRATION NO. 333-
58979/811-08875
============================================
============
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 [X]
Pre-Effective Amendment
No. [ ]
Post-Effective Amendment
No. 2 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY
ACT OF 1940 [X]
Amendment No. 3 [X]
_______________
AMERICAN GENERAL SERIES PORTFOLIO COMPANY 2
(EXACT NAME OF REGISTRANT AS SPECIFIED IN
CHARTER)
KATHERINE L. STONER, ESQ.
2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(713) 526-5251
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING
AREA CODE)
_______________
THE CORPORATION TRUST COMPANY
1209 ORANGE STREET
WILMINGTON, DELAWARE 19801
(NAME AND ADDRESS OF AGENT FOR SERVICE)
_______________
Copy to: JOHN A. DUDLEY, ESQ.
SULLIVAN & WORCESTER, LLP 1025
CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036
_______________
It is proposed that this filing will
become effective (check appropriate box):
[ ] immediately upon filing pursuant
to paragraph (b)
[ ] on (date) pursuant to paragraph
(b)
[ ] 60 days after filing pursuant to
paragraph (a)(1)
[ ] on March 1, 2000 pursuant to
paragraph (a)(1)
[X] 75 days after filing pursuant to
paragraph (a)(2)
[ ] on (date) pursuant to paragraph
(a)(2) of Rule 485
If appropriate, check the following box:
[ ] This post-effective amendment
designates a new effective date for a
previously filed post-effective amendment.
Title of Securities Being Registered: Shares
of Beneficial Interest
_______________
============================================
============
<PAGE>
Part A
New Additions to the March 1, 2000 AGSPC 2
Prospectus:
(filed 12/23/99, accession number 0001058413-
99-00037)
SCIENCE & TECHNOLOGY FUND
INVESTMENT CATEGORY
Growth
INVESTMENT ADVISER
VALIC
INVESTMENT SUB-ADVISER
T. Rowe Price Associates, Inc.
INVESTMENT OBJECTIVE
Seeks long-term growth of capital through
investment primarily in the common stocks
and equity-related securities of companies
that are expected to benefit from the
development, advancement and use of science
and technology. This investment objective
can be changed by the Board of Trustees,
without the approval of the Fund
shareholders.
INVESTMENT STRATEGY
At least 65% of the Fund is invested in the
common stocks of companies that are expected
to benefit from scientific breakthroughs and
advancements in technology. Some of the
industries that are likely to be included in
the portfolio are:
- - Chemicals and synthetic materials,
including pharmaceuticals
- - Computers, including hardware and
software
- - Defense and aerospace
- - E-Commerce
- - Electronics
- - Media and information services
- - Telecommunications
The Fund may invest up to 25% of its assets
in other equity-related securities of
science and technology companies, including
convertible debt securities and convertible
preferred stock. The Fund may also invest in
foreign securities, futures, and options, in
accordance with the Fund's objective. A
"future" is a contract which involves the
sale of a security for future delivery. An
"option" gives the buyer the opportunity to
buy or sell a security at a set price on or
before a date specified in the contract.
INVESTMENT RISKS
Because of the following principal risks,
the value of your investment may fluctuate
and you may lose money:
Derivatives Risk: The risk that loss may
result from the Fund's investments in
futures or options. Futures and options may
be risky if the market moves in a way the
Fund manager did not predict. Thus, small
changes in the price of a security may be
magnified in the futures or options
contract.
Foreign Securities Risks:
Political Risk: The risk that a change in
a foreign government will occur and that
the assets of a company in which the Fund
has invested will be affected.
Sovereign Risk: The risk that a foreign
government will interfere with currency
trading or transferring money out of the
country.
Liquidity Risk: Foreign markets may be
less liquid and more volatile than U.S.
markets and offer less protection to
investors.
Limited Information Risk: The risk that
foreign companies may not be subject to
accounting standards or governmental
supervision comparable to U.S. companies
and that less public information about
their operations may exist.
Settlement and Clearance Risk: The risks
associated with the clearance and
settlement procedures in non-U.S. markets,
which may be unable to keep pace with the
volume of securities transactions and may
cause delays.
Manager Risk: There is a risk that the
Fund's management strategy may not achieve
the desired results and the Fund's
performance may lag behind that of similar
funds.
Market Risk: Market risk refers to the
potential loss of capital resulting from
changes in the prices of investments. For
example, market risk occurs when
expectations of lower corporate profits in
general cause the broad market of stocks or
bonds to fall in price. When this happens,
even though a company is experiencing growth
in profits, the price of its stock or bonds
could fall.
Tech Company Risk: Companies in the rapidly
changing fields of science and technology
often face unusually high price volatility,
both in terms of gains and losses. The
potential for wide variation in performance
is based on the special risks common to
these stocks. For example, products or
services that at first appear promising may
not prove commercially successful or may
become obsolete quickly. Earnings
disappointments can result in sharp price
declines. A portfolio focused primarily on
these stocks is, therefore, likely to be
much more volatile than one with broader
diversification that includes investments in
more economic sectors.
Temporary Defensive Investment Risk: From
time to time, the Fund may take temporary
defensive positions that are inconsistent
with its principal investment strategies, in
attempting to respond to adverse market,
economic, political, or other conditions. If
the Fund takes such a temporary defensive
position, it may not achieve its investment
objective.
Young Company Risk: Smaller companies or
companies that are less than three years old
may have new products that are not
established in the market place, or less-
experienced management.
PERFORMANCE INFORMATION - Prior Performance
of Similar Accounts
Because this is a new Fund for American
General Series Portfolio Company ("AGSPC")
2, the Fund has no investment performance
record. However, the Fund's investment
objective, policies, and strategies are
substantially similar to those employed by
T. Rowe Price Associates, Inc. for the AGSPC
(1) Science & Technology Fund.
The performance information shown below is
for the AGSPC 1 Science & Technology Fund,
and not that of the new Fund, AGSPC 2
Science & Technology Fund. The AGSPC 1
Science & Technology Fund is sold as an
annuity only to registered and unregistered
separate accounts of VALIC and its
affiliates or employee thrift plans
maintained by VALIC or American General
Corporation. The returns shown reflect
investment management fees and other Fund
expenses, and do not reflect any charges
included in the annuity contract or variable
life insurance policy for mortality and
expenses guarantees, administrative fees or
surrender charges. Past performance shown
below is no guarantee of similar future
performance for the AGSPC 2 Science &
Technology Fund.
The bar chart below shows the annual returns
and performance for each full calendar year
since inception of the AGSPC 1 Science &
Technology Fund, assuming reinvestment of
dividends and distributions.
[bar chart here with plot points as shown
below]
199561.66%
199613.81%
1997 2.61%
199842.13%
199998.96%
Best quarter Q __, Year ___._%
Worst quarter Q __, Year ___._%
The table below compares the performance of
the AGSPC 1 Science & Technology Fund for
calendar year 1999 to that of the S&P 500
Index (the "Index"). The Index is composed
of 500 common stocks which are chosen by
Standard & Poor's Corporation. It
approximates the general distribution of
industries in the U.S. economy and captures
the price performance of a large cross-
section of the publicly traded stock market.
No sales charges have been applied to the
Index, and an investor cannot invest
directly in it.
1 Year
AGSPC 1 Science & Technology Fund 98.96%
S&P 500 Index 21.04%
5 Years
AGSPC 1 Science & Technology Fund 38.68%
S&P 500 Index 28.56%
Since inception,
4/29/94
AGSPC 1 Science & Technology Fund 38.73%
S&P 500 Index 18.21%
FEES AND EXPENSES
This table describes the fees and expenses
that you may pay if you buy and hold shares
of the Fund. Shareholder fees are paid
directly from your account, while annual
Fund operating expenses are deducted from
Fund assets.
Shareholder fees Class A
Maximum sales charge (load)
imposed on purchases
(as a percentage of offering price)5.75%
Maximum deferred sales charge (load)
(as a percentage of purchase or redemption
proceeds, whichever is lower)Footnote 1
Maximum account fee None
Annual Fund operating expenses Class A
Management fees 0.90%
Distribution and service (12b-1) fees0.25%
Other expenses _.__%
Total annual fund operating expenses_.__%
Fee waiver and/or expense reimbursement_.__%
Net Expenses _.__%
Footnote 1: A CDSC is imposed on the
proceeds of Class B shares redeemed within 5
years, subject to certain exceptions. The
charge is a percentage of net asset value at
the time of purchase or redemption,
whichever is less, and declines from 5% in
the first year that shares are held, to 4%
in the second year, 3% in the third year, 2%
in the fourth year, and 1% in the fifth
year.
Shareholder fees Class B
Maximum sales charge (load)
imposed on purchases
(as a percentage of offering price)None
Maximum deferred sales charge (load)
(as a percentage of purchase or redemption
proceeds, whichever is lower) 5%
Footnote 2
Maximum account fee None
Annual Fund operating expenses Class B
Management fees 0.90%
Distribution and service (12b-1) fees1.00%
Other expenses _.__%
Total annual fund operating expenses_.__%
Fee waiver and/or expense reimbursement_.__%
Net Expenses _.__%
Footnote 2: A CDSC is imposed on the
proceeds of Class B shares redeemed within 5
years, subject to certain exceptions. The
charge is a percentage of net asset value at
the time of purchase or redemption,
whichever is less, and declines from 5% in
the first year that shares are held, to 4%
in the second year, 3% in the third year, 2%
in the fourth year, and 1% in the fifth
year.
Annual Fund operating expenses are based on
expenses for the Fund's most recent fiscal
year. The Fund's Rule 12b-1 fees include an
asset-based sales charge, as discussed in
the Distribution and Service Plan section of
this Prospectus.
Example
This example is intended to help you compare
the cost of investing in the Fund with the
cost of investing in other mutual funds. The
example assumes that:
- - You invest $10,000 in the Fund for the
time periods indicated;
- - You redeem all your shares at the end
of those periods;
- - Your investment has a 5% return each
year; and
- - The Fund's operating expenses remain
the same.
Class A 1 Year 3 Years
$___ $___
Class B 1 Year 3 Years
$___ $___
Without redemptions, your costs would be:
Class A 1 Year 3 Years
$___ $___
Class B 1 Year 3 Years
$___ $___
Investment Adviser and Sub-adviser section
of prospectus
Adviser:
VALIC receives an annual advisory fee of
0.90%, based on average daily net assets,
for the Science & Technology Fund.
Sub-adviser:
T. Rowe Price Associates, Inc. ("T. Rowe
Price")
Founded in 1937 by Thomas Rowe Price, Jr.,
the Baltimore-based investment management
firm is one of the nation's leading
providers of no-load mutual funds for
individual investors and corporate
retirement programs. As of September 30,
1999, T. Rowe Price and its affiliates
served as investment adviser to more than 75
stock, bond, and money market funds and
managed about $157.4 billion.
The Fund is manages by an investment
advisory committee, chaired by Charles A.
Morris. Mr. Morris has day-to-day
responsibility for managing the portfolio
and works with the committee to develop and
execute the Fund's investment program. Mr.
Morris has been chairman of the committee
since 1991.
<PAGE>
Part B
New Additions to the March 1, 2000 AGSPC 2
Statement of Additional Information:
(filed 12/23/99, accession number 0001058413-
99-00037)
Addition to the March 1, 2000 SAI
INVESTMENT RESTRICTIONS
Science and Technology Fund
FUNDAMENTAL INVESTMENT RESTRICTIONS
The Fund has adopted the following
fundamental investment restrictions. The
percentage limitations referenced in some of
the following fundamental investment
restrictions are to be determined at the
time of purchase. The Fund may not:
1. Make any investment inconsistent with
its classification as a diversified
investment company under the 1940 Act.
Concentrate its investments in the
securities of issuers primarily engaged in
any particular industry (other than
securities issued or guaranteed by the US
Government or its agencies or
instrumentalities and repurchase agreements
secured thereby).
2. Issue senior securities or borrow
money, except from banks or other persons
for non-leveraging, temporary or emergency
purposes, and then only in an amount up to
33 1/3% of the value of its total assets or
as permitted by law and except by engaging
in reverse repurchase agreements, where
allowed. In order to secure any permitted
borrowings and reverse repurchase agreements
under this section, the Fund may pledge,
mortgage or hypothecate its assets.
3. Make loans, although the Fund may lend
portfolio securities, purchase of money
market instruments and repurchase agreements
or bonds, debentures or other debt
securities, or as permitted by law. The
purchase of all or a portion of an issue of
publicly distributed or privately placed
debt obligations and purchase debt in
accordance with the Fund's investment
objective, policies and restrictions, shall
not constitute the making of a loan.
4. Underwrite the securities of other
issuers, except as allowed by law or to the
extent that the purchase of obligations in
accordance with its investment objective and
policies, either directly from the issuer,
or from an underwriter for an issuer, may be
deemed an underwriting.
5. Invest directly in commodities or real
estate, unless acquired as a result of
ownership of securities or other
instruments, or as permitted by law.
However, the Fund may invest in securities
which are secured by real estate or real
estate mortgages and securities of issuers
which invest or deal in commodities,
commodity futures, real estate or real
estate mortgages.
The Board of Trustees has adopted the
following non-fundamental investment
restrictions, which may be changed at any
time without a shareholder vote. The Fund
may not:
1. Effect short sales of securities or
purchase securities on margin, except in
connection with investments in options and
futures contracts. Each Fund may use short-
term credits when necessary to clear
transactions.
2. Purchase illiquid securities if more
than 15% of the value of its net assets
would be invested in such securities, or as
permitted by the 1940 Act.
3. Enter into reverse repurchase
agreements if the aggregate proceeds from
outstanding reverse repurchase agreements,
when added to other outstanding borrowings
permitted by the 1940 Act, would exceed 33
1/3% of its total assets. The Fund does not
intend to make any purchases of securities
if borrowing exceeds 5% of its total assets.
4. Invest in securities issued by other
investment companies except as part of a
merger, reorganization or other acquisition
and except to the extent permitted by (i)
the 1940 Act, as amended from time to time,
(ii) the rules and regulations promulgated
by the SEC under the 1940 Act, as amended
from time to time, or (iii) an exemption or
other relief from the provisions of the 1940
Act.
5. Acquire securities for the purpose of
influencing the management of, or exercising
control over, the issuer; except that the
Fund may purchase securities of other
investment companies without regard to such
limitation to the extent permitted by (i)
the 1940 Act, as amended from time to time,
(ii) the rules and regulations promulgated
by the SEC under the 1940 Act, as amended
from time to time, or (iii) an exemption or
other relief from the provisions of the 1940
Act.
Sub-Advisor section of SAI:
VALIC shall pay to T. Rowe Price, for the
services rendered to the Science &
Technology Fund and expenses paid by T. Rowe
Price, a monthly fee based on average daily
net asset values of the Science & Technology
Fund. The fee shall be computed at the
annual rate of 0.60% on the first $500
million, and 0.55% on the assets over $500
million.
<PAGE>
AMERICAN GENERAL SERIES PORTFOLIO COMPANY 2
PART C. OTHER INFORMATION
ITEM 23. EXHIBITS
(a) 1. Agreement and Declaration 1 of
Trust (1)
2. Amendment to Agreement and
Declaration of Trust (2)
(b) Certificate of Designation For:
(1) American General Core Bond Fund
(2)
(2) American General High Yield
Bond Fund (2)
(3) American General Strategic Bond
Fund (2)
(4) American General Municipal Bond
Fund (2)
(5) American General Municipal
Money Market Fund (2)
(c) Amended and Restated Certificate of
Designation For:
(1) American General International
Growth Fund (2)
(2) American General Large Cap
Growth (2)
(3) American General Mid Cap Growth
Fund (2)
(4) American General Small Cap
Growth Fund (2)
(5) American General International
Value Fund (2)
(6) American General Large Cap
Value Fund (2)
(7) American General Mid Cap Value
Fund (2)
(8) American General Small Cap
Value Fund (2)
(9) American General Socially
Responsible Fund (2)
(10) American General Balanced Fund
(2)
(11) American General Domestic Bond
Fund (2)
(12) American General Money Market
Fund (2)
(13) American General Growth
Lifestyle Fund (2)
(14) American General Moderate
Growth Lifestyle Fund (2)
(15) American General Conservative
Growth Lifestyle Fund (2)
(16) American General Stock Index
Fund (2)
(17) American General Mid Cap Index
Fund (2)
(18) American General Small Cap
Index Fund (2)
(19) American General Municipal
Bond Fund +
(20) American General Municipal
Money Market Fund +
(d) Certificate of Termination For:
(1) American General Stock Index
Fund (2)
(2) American General Mid Cap Index
Fund (2)
(3) American General Small Cap
Index Fund (2)
2. Bylaws (1)
3. Not Applicable
4. Not Applicable
5.(a) Investment Advisory Agreement between
the Registrant and The
Variable Annuity Life Insurance
Company ("VALIC") (3)
(b) Investment Sub-Advisory Agreements
between VALIC and each
Sub-Adviser on behalf of the
following Funds:
(1) American General International
Growth Fund (3)
(2) American General Large Cap
Growth (3)
(3) American General Mid Cap Growth
Fund (3)
(4) American General Small Cap
Growth Fund (3)
(5) American General International
Value Fund,
American General Balanced Fund and
American General
Domestic Bond Fund (3)
(6) American General Large Cap
Value Fund (3)
(7) American General Mid Cap Value
Fund (3)
(8) American General Small Cap
Value Fund (3)
(9) American General High Yield
Bond Fund, American
General Strategic Bond Fund,
American General Core Bond Fund,
American General Muncipal Bond Fund
and American General
Municipal Money Market Fund (3)
(10) American General Stock Index
Fund, American General Mid
Cap Index Fund, American General
Small Cap Index Fund and American General
Small Cap Value Fund (3)
6. Distribution Agreement between the
Registrant and American General
Distributors, Inc. +
7. Not Applicable
8. (a) Custodian Agreement between
Registrant and State Street
Bank and Trust Company +
(b) Securities Lending Authorization
Agreement between
Registrant and State Street Bank and
Trust Company +
9. (a) Transfer Agency and Services
Agreement between Registrant and
VALIC +
(b) Form of Data Access Services
Agreement between Registrant and
State Street Bank and Trust Company +
(c) Form of Accounting Services
Agreement between Registrant and
VALIC +
(d) Administrative Services Agreement
among Registrant, VISCO
and VALIC +
(e) State Filing Services Agreement (2)
10. Not Applicable
11. Not Applicable
12. Not Applicable
13. Subscription Agreements (2)
14. Not Applicable
15. Rule 12b-1 Distribution and Service
Plan +
16. Not Applicable
17. Not Applicable
18. Multi-Class Plan +
19 (a) Powers of Attorney for Messrs.
West, Hackerman,
Lancaster, Paulsen, Upton and Love (1)
(b) Powers of Attorney for Messrs.
Ebner, Gonzales and
Maupin and Ms. Craven (2)
(c) Powers of Attorney for Mr. Barrett
and Ms. Kane +
__________
1 Incorporated herein by reference to
Initial Registration Statement to the
Registrant's Form N-1A Registration
Statement filed with the Securities and
Exchange Commission on July 13, 1998 (File
No. 333-58979/811-08875, Accession No.
0000950129-98-002983).
2 Incorporated herein by reference to Pre-
Effective Amendment Number 1
to the Registrant's Form N-1A
Registration Statement filed with the
Securities and Exchange Commission on
October 15, 1998 (File No. 333-58979, 811-
08875, Accession No. 0000950129-98-
004291).
3 Incorporated herein by reference to the
Registrant's Form N-SAR filed with the
Securities and Exchange Commission on July
14, 1999 (File No. 333-58979/811-08875,
Accession Nos. 0001058413-99-000017 and
0001058413-99-000019).
+ To be filed by amendment.
ITEM 24. PERSONS CONTROLLED BY OR UNDER
COMMON CONTROL WITH REGISTRANT
No person is controlled by or under common
control with the Registrant. All of the
outstanding shares of beneficial interest of
Institutional Class I and Institutional
Class II of the Registrant is owned by
VALIC, a Texas life insurance corporation,
VALIC Separate Account A, a separate account
of VALIC which is registered as a unit
investment trust under the Investment
Company Act of 1940 (File No. 811-3240/33-
75292).
ITEM 25. INDEMNIFICATION
Incorporated herein by reference to Pre-
Effective Amendment Number 1 to the
Registrant's Form N-1A Registration
Statement filed with the Securities and
Exchange Commission on October 15, 1998
(File No. 333-58979/811-08875), Accession
No. 0000950129-98-004291).
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF
THE INVESTMENT ADVISER
See "About the Series Company Management" in
Part A and "Investment Adviser" and
"Investment Sub-Advisers" in the Statement
of Additional Information regarding the
businesses of VALIC and the Sub-advisers.
Set out below is a list of each director and
officer of VALIC indicating each other
business, profession, vocation, or
employment of a substantial nature in
whicheach such person has been, at any time
during the past two fiscal years, engaged
for his or her own account or in the
capacity of director, officer, partner, or
trustee. Unless otherwise specified, the
principal business address of VALIC is 2929
Allen Parkway, Houston, Texas 77019. See
also the information set out under the
caption "Trustees and Officers" in Part B of
this Registration Statement, which is
incorporated herein by reference to the
extent applicable. Companies, other than
VALIC, identified in the list below are
American General Distributors, Inc. ("AG
Distributors"), American General Annuity
Insurance Company ("AGAIC") and American
General Corporation ("AG Corporation").
NAME COMPANY
TITLE
Robert M. Devlin VALIC, AGAIC
Director
AG Corporation Director,
Chairman and
Chief
Executive
Officer
John A. Graf VALIC, AGAIC
Chairman, Director,
President and
Chief
Executive
Officer
Kent E. Barrett VALIC, AGAIC
Director, Executive Vice
President and
Chief
Financial Officer
Bruce R. Abrams VALIC, AGAIC
Director and Executive
Vice President
- AGAIC
Sales
Rebecca G. Campbell VALIC, AGAIC
Director and Senior Vice
President -
Human
Resources
Robert P. Condon VALIC, AGAIC
Director and Executive
Vice President
-
Institutional
Marketing
Carl J. Santillo VALIC, AGAIC
Director and Executive
Vice President
-Operations
Kathleen Adamson VALIC, AGAIC
Senior Vice President -
Customer
Service
Michael J. Akers VALIC, AGAIC
Senior Vice President
and Chief
Actuary
Dick Baily VALIC, AGAIC
Senior Vice President -
Planning &
Expense
Management
Michael A. Betts VALIC, AGAIC
Senior Vice President -
Systems
Dwight L. Cramer II VALIC, AGAIC
Senior Vice President --
AG Fund Group
Patrick E. Grady VALIC, AGAIC
Senior Vice President
and Treasurer
Stephen G. Kellison VALIC, AGAIC
Senior Vice President -
Product
Management
Richard J. Lindsay VALIC, AGAIC
Senior Vice President -
Marketing
Cynthia A. Toles VALIC, AGAIC
Senior Vice President,
General
Counsel
and Secretary
AG Distributors
Director and Secretary
Rosemary Beauvais VALIC, AGAIC Vice
President -
Corporate
Technology
Services
James D. Bonsall VALIC, AGAIC
Vice President -
Financial
Reporting
Gregory S. Broer VALIC, AGAIC
Vice President -
Actuarial
Richard A. Combs VALIC, AGAIC Vice
President -
Actuarial
Neil J. Davidson VALIC, AGAIC
Vice President -
Actuarial
David H. denBoer VALIC, AGAIC Vice
President -
Compliance
Stephen R. Duff VALIC, AGAIC
Vice President -
New Account
Acquisitions
Daniel Fritz VALIC, AGAIC Vice
President -
Actuarial
Michael D. Gifford VALIC, AGAIC Vice
President -
Case
Development
Joseph P. Girgenti VALIC, AGAIC Vice
President - Sales
Support
Sharla A. Jackson VALIC, AGAIC
Vice President -
Customer
Service -
Amarillo
Jeff S. Johnson VALIC, AGAIC
Vice President -
Marketing
Communications
Kent W. Lamb VALIC, AGAIC Vice
President -
Financial
Reporting
Traci P. Langford VALIC, AGAIC
Vice President -
Account
Management
James J. Michel VALIC, AGAIC
Vice President -
Operations
Support/Controller
Thomas G. Norwood VALIC, AGAIC Vice
President -
Broker/Dealer
Operations
Stephen J. Poston VALIC, AGAIC
Vice President -
Training &
National
Accounts
Steven D. Rubinstein VALIC, AGAIC
Vice President -
Financial
Planning
and Reporting
Richard W. Scott VALIC, AGAIC
Vice President and
Chief
Investment
Officer
AG Corporation Executive
Vice
President and
Chief
Investment
Officer
Gary N. See VALIC, AGAIC Vice
President - Group
Actuarial
Gregory R. Seward VALIC, AGAIC Vice
President -
Variable
Product
Accounting
Nancy K. Shumbera VALIC, AGAIC Vice
President -
Applications
Development
Norman A. Skinrood, Jr. VALIC, AGAIC
Vice President -
Investment
Products
Group
David Snyder VALIC, AGAIC Vice
President -
Electronic
Commerce
Paula F. Snyder VALIC, AGAIC
Vice President - AGRS
Marketing
Communications
Robert E. Steele VALIC, AGAIC
Vice President -
Specialty
Products
Kenneth R. Story VALIC, AGAIC
Vice President -
Information
Technology
Brian R. Toldan VALIC, AGAIC
Vice President and
General
Auditor
Michael A. Tompkins VALIC, AGAIC Vice
President - PR
Acquisitions
Peter V. Tuters VALIC, AGAIC
Vice President and
Investment
Officer
AG Corporation Senior
Vice President -
Investments
William C. Vetterling VALIC, AGAIC
Vice President -
Marketing
Administration
William A. Wilson VALIC, AGAIC Vice
President -
Government
Affairs
Jane E. Bates VALIC
Chief Compliance
Officer
Roger E. Hahn VALIC, AGAIC
Investment Officer
C. Scott Inglis VALIC, AGAIC
Investment Officer
Craig R. Mitchell VALIC, AGAIC
Investment Officer
Julia S. Tucker VALIC, AGAIC
Investment Officer
AG Corporation Senior
Vice President -
Investments
Rembert R. Owen, Jr. VALIC, AGAIC
Real Estate Investment
Officer and
Assistant
Secretary
W. Lary Mask VALIC, AGAIC Real
Estate Investment
Officer and
Assistant
Secretary
D. Lynne Walters VALIC, AGAIC,
Tax Officer
AG Distributors
AG Corporation Vice
President - Taxes
W. Joan Farmer VALIC, AGAIC
Assistant Secretary
Otto B. Gerlach, III VALIC, AGAIC
Assistant Secretary
Cheryl G. Hemley VALIC, AGAIC
Assistant Secretary
Susan Miller VALIC, AGAIC
Assistant Secretary
Connie E. Pritchett VALIC, AGAIC
Assistant Secretary
Daniel R. Cricks VALIC, AGAIC
Assistant Tax Officer
Terry Festervand VALIC, AGAIC
Assistant Treasurer
Eric Alexander VALIC, AGAIC
Assistant Treasurer
Kristy L. McWilliams VALIC, AGAIC
Assistant Treasurer
William H.Murray VALIC, AGAIC
Assistant Treasurer
Tara S. Rock VALIC, AGAIC
Assistant Treasurer
Carolyn Roller VALIC, AGAIC
Assistant Treasurer
Barbara G. Trygstad VALIC, AGAIC
Assistant Treasurer
Marylyn S. Zlotnick VALIC, AGAIC
Assistant Controller
Leslie K. Bates VALIC, AGAIC
Administrative Officer
Mary C. Birmingham VALIC, AGAIC
Administrative Officer
Donald L. Davis VALIC, AGAIC
Administrative Officer
Robert A. Demchak VALIC, AGAIC
Administrative Officer
Ruby K. Donelson VALIC, AGAIC
Administrative Officer
David E. Green VALIC, AGAIC
Administrative Officer
Ted D. Hennis VALIC, AGAIC
Administrative Officer
William L. Hinkle VALIC, AGAIC
Administrative Officer
Joan M. Keller VALIC, AGAIC
Administrative Officer
William R. Keller, Jr. VALIC, AGAIC
Administrative Officer
Fred M. Lowery VALIC, AGAIC
Administrative Officer
James F. McCulloch VALIC, AGAIC
Administrative Officer
Michael E. Mead VALIC, AGAIC
Administrative Officer
Elliott L. Shifman VALIC, AGAIC
Administrative Officer
Kathryn T. Smith VALIC, AGAIC
Administrative Officer
John M. Stanton VALIC, AGAIC
Administrative Officer
James P. Steele VALIC, AGAIC
Administrative Officer
ITEM 27. PRINCIPAL UNDERWRITERS
(a) American General Distributors, Inc.
(the "Distributor") acts as exclusive
distributor and principal underwriter of the
Registrant and as principal underwriter for
VALIC Separate Account A, American General
Series Portfolio Company and American
General Series Portfolio Company 3.
(b) The following information is
furnished with respect to each officer and
director of the Distributor.
POSITIONS
NAME AND POSITIONS AND AND
OFFICES
PRINCIPAL OFFICES WITH WITH THE
BUSINESS ADDRESS DISTRIBUTOR
REGISTRANT
(*)
Bruce R. Abrams Chairman, Director,
- --
Chief Executive Officer
and President
(*)
Patrick E. Grady Director, Chief
- --
Financial Officer
and
Treasurer
(*)
Cynthia A. Toles Director and Vice
President and Secretary
Secretary
(*)
D. Lynne Walters Tax Officer
- --
(*)
V. Keith Roberts Chief Compliance
- --
Officer
(*)
Cheryl G. Hemley Assistant Secretary
- --
(*)
Daniel R. Cricks Assistant Tax
Officer --
(*)
Terry Festervand Assistant Treasurer
- --
(*)
Tara S. Rock Assistant Treasurer
- --
(*)
Gregory R. Seward Assistant Treasurer
Treasurer
(*)
Barbara Trygstad Assistant Treasurer
- --
(*)
Marylyn S. Zlotnick Assistant Treasurer
- --
__________
(*) 2929 Allen Parkway, Houston, Texas
77019
(c) Not Applicable
ITEM 28. LOCATION OF BOOKS AND RECORDS
The books or other documents required to
be maintained by Section 31(a) of the
Investment Company Act of 1940 and the Rules
promulgated thereunder will be in the
physical possession of either:
THE DEPOSITOR:
The Variable Annuity Life Insurance
Company
2929 Allen Parkway
Houston, Texas 77019
THE PRINCIPAL UNDERWRITER:
American General Distributors, Inc.
2929 Allen Parkway
Houston, Texas 77019
THE CUSTODIAN:
The State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
INVESTMENT SUB-ADVISERS:
American General Investment Management,
L.P.
2929 Allen Parkway
Houston, Texas 77019
Brown Capital Management
1201 N. Calvert St.
Baltimore, Maryland 21201
Capital Guardian Trust Company
11100 Santa Monica Boulevard
Los Angeles, California 90025
Fiduciary Management Associates, Inc.
211 Congress Street
Boston, Massachusetts 02110
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Jacobs Asset Management, Inc.
211 Congress Street
Boston, Massachusetts 02110
JP Morgan Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Neuberger Berman Management Inc.
605 Third Avenue
New York, New York 10158
State Street Bank and Trust Company
2 International Place
Boston, Massachusetts 02110
ITEM 29. MANAGEMENT SERVICES
There is no management-related service
contract not discussed in Parts A or B of
this Form N-1A
ITEM 30. UNDERTAKINGS
Not Applicable
Pursuant to the requirements of the
Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant,
American General Series Portfolio Company 2,
has duly caused this registration statement
to be signed on its behalf by the
undersigned, duly authorized, in the City of
Houston, and State of Texas, on the 19th day
of January, 2000.
AMERICAN GENERAL SERIES PORTFOLIO COMPANY 2
By: /s/ ALICE T. KANE
__________________________
Alice T. Kane
Chairman of the Board of Trustees
Pursuant to the requirements of the
Securities Act of 1933, this Registration
Statement has been signed below by the
following persons in the capacities and on
the date indicated.
Signature
Title Date
/s/ ALICE T. KANE Chairman of
January 19, 2000
Alice T. Kane. the Board of
Trustees
/s/ GREGORY R. SEWARD Treasurer
January 19, 2000
Gregory R. Seward
* Trustee
January 19, 2000
Kent E. Barrett
* Trustee
January 19, 2000
Judith Craven
* Trustee
January 19, 2000
Timothy J. Ebner
* Trustee
January 19, 2000
Gustavo E. Gonzales, Jr.
* Trustee
January 19, 2000
Norman Hackerman
* Trustee
January 19, 2000
John Wm. Lancaster
* Trustee
January 19, 2000
Ben H. Love
* Trustee
January 19, 2000
John E. Maupin, Jr.
* Trustee
January 19, 2000
F. Robert Paulsen
* Trustee
January 19, 2000
R. Miller Upton
By: /s/ David M. Leahy
January 19, 2000
David M. Leahy
Attorney-in-Fact
