AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON: February 29, 2000
REGISTRATION NO. 333-
58979/811-08875
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============
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. 3 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY
ACT OF 1940 [X]
Amendment No. 4 [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)
[X] on March 1, 2000 pursuant to
paragraph (a)(1)
[ ] 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
_______________
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<PAGE>
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American General Series Portfolio Company 2
SCIENCE & TECHNOLOGY FUND
Class A Shares
Class B Shares
March 1, 2000
The American General Series Portfolio
Company 2 (the "Series Company") is an open-
end mutual fund made up of separate Funds
(the "Funds"). In this prospectus, "we",
"us", and "our" refers to the American
General Fund Group.
Neither the Securities and Exchange
Commission ("SEC") nor any state securities
commission has approved or disapproved of
these securities or determined if this
prospectus is truthful or complete. Any
representation to the contrary is a criminal
offense.
The SEC maintains an internet website at
http://www.sec.gov that contains the
Statement of Additional Information ("SAI"),
material incorporated by reference, and
other information regarding registrants that
file electronically with the SEC.
TABLE OF CONTENTS
Topic Page
Risk/Return Summaries: Investments, Risks,
and Performance 1
More About Portfolio Investments _
Welcome to American General Corporation
(Advisor and Sub-Advisor Information) _
Shareholder Account Information _
RISK/RETURN SUMMARY: INVESTMENTS, RISKS, AND
PERFORMANCE
SCIENCE & TECHNOLOGY FUND
INVESTMENT CATEGORY
Growth
INVESTMENT ADVISOR
VALIC
INVESTMENT SUB-ADVISOR
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 30% of its assets
in foreign securities, including American
Depositary Receipts ("ADRs") and other
dollar-denominated foreign securities. ADRs
are certificates issued by a U.S. depositary
bank, representing foreign shares held by
the bank. ADRs carry the same currency,
political and economic risks as the
underlying foreign shares.
Temporary Defensive Investment Strategy:
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.
INVESTMENT RISKS
Because of the following principal risks,
the value of your investment may fluctuate
and you may lose money:
Foreign Securities Risks:
Currency Risk: The risk that
fluctuations in foreign exchange rates
will decrease the value of a fund's
investment.
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.
Liquidity Risk: Foreign markets may be
less liquid and more volatile than U.S.
markets and offer less protection to
investors.
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.
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.
Sovereign Risk: The risk that a foreign
government will interfere with currency
trading or transferring money out of the
country.
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.
Science & Technology Company Volatility and
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.
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.
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) Footnote12
Maximum account fee None
Annual Fund operating expenses Class A
Management fees 0.90%
Distribution and service (12b-1) fees 0.25%
Other expenses 1.00%
Total annual fund operating expenses 2.15%
Fee waiver and/or expense reimbursement (0.70)%
Net Expenses 1.45%
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% -
Footnote3
Maximum account fee None
Annual Fund operating expenses Class B
Management fees 0.90%
Distribution and service (12b-1) fees 1.00%
Other expenses 1.00%
Total annual fund operating expenses 2.90%
Fee waiver and/or expense reimbursement (0.70)%
Net Expenses 2.20%
Other operating expenses are based on
estimates for the Fund's current fiscal
period.
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:
o You invest $10,000 in the Fund for the
time periods indicated;
o You redeem all your shares at the end
of those periods;
o Your investment has a 5% return each
year; and
o The Fund's operating expenses remain
the same.
Class A 1 Year 3 Years
$714 $1,008
Class B 1 Year 3 Years
$737 $1,015
Without redemptions, your costs would be:
Class B 1 Year 3 Years
$223 $688
More About Portfolio Investments
The Fund's principal investment strategies
and risks are shown above. The section below
explains more about certain types of
investments and the Fund's strategies that
are not key strategies. Please refer to the
SAI for more information about investments.
Secondary Strategies
The Fund may invest up to 25% in other
equity-related securities of science and
technology companies, including convertible
debt securities and convertible preferred
stock. In addition, the fund may invest in
futures and options in accordance with the
Fund's objective.
Equity Securities
Equity securities represent an ownership
position in a company. The prices of equity
securities fluctuate based on changes in the
financial condition of the issuing company
and on market and economic conditions. If
you own an equity security, you own a part
of the company that issued it. Companies
sell equity securities to get the money they
need to grow.
Stocks are one type of equity security. Each
share of stock represents a part of the
ownership of the company. The holder of
stock participates in the growth of the
company through the stock price and receipt
of dividends. All the Funds may invest in
equities except for the Money Market Fund
and the Municipal Money Market Fund, though
equities may not be a primary strategy for
each Fund.
Generally, there are three types of stocks:
1. Common stock - Common stock usually has
voting rights, which allow an investor to
vote for the company Board of Directors.
Common stock also gives each owner a share
in a company's profits through dividend
payments or the capital appreciation of the
security.
2. Preferred stock - Each share of
preferred stock allows the holder to get a
fixed dividend before the common stock
shareholders receive any dividends on their
shares.
3. Convertible preferred stock - A stock
with a fixed dividend which the holder may
exchange for a certain amount of common
stock.
Stocks are not the only type of equity
security. Other equity securities include
but are not limited to convertible
securities, depository receipts, warrants,
rights and partially paid shares, investment
company securities, real estate securities,
convertible bonds and foreign equity
securities, such as ADRs, Global Depositary
Receipts and European Depositary Receipts.
Futures and Options
Futures and options are considered
derivative securities, since the value of
the future or option is derived in part from
the value and characteristics of another
security. 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. A call option buyer thinks the
stock price may go up in the future, while a
put option buyer thinks the stock price may
go down. All of the Funds except for
International Growth Fund, Mid Cap Growth
Fund, Money Market Fund and Municipal Money
Market Fund may invest in derivatives.
The Funds use stock and bond futures to
invest cash and cash equivalents to:
- - Write (sell) exchange traded covered
put and call options on securities and stock
indices.
- - Purchase exchange traded put and call
options on securities and stock indices.
- - Purchase and sell exchange traded
financial futures contracts.
- - Write (sell) covered call options and
purchase exchange traded put and call
options on financial futures contracts.
- - Write (sell) covered call options and
purchase non-exchange traded call and put
options on financial futures contracts.
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, and cause volatility in the Fund's
share price.
Money Market Securities
A money market security is high quality when
it is rated in one of the two highest credit
categories by Moody's or S&P or another
nationally recognized rating service or if
unrated, deemed high quality by VALIC or a
Sub-Advisor. All the Funds may invest in
money market securities, though it is not a
primary strategy for all Funds.
Examples of high quality money market
securities include:
- - Cash and cash equivalents
- - Securities issued or guaranteed by the
U.S. Government, its agencies or
instrumentalities
- - Certificates of deposit and other
obligations of domestic banks having total
assets in excess of $1 billion
- - Commercial paper sold by corporations
and finance companies
- - Corporate debt obligations with
remaining maturities of 13 months or less
- - Repurchase agreements, money market
securities of foreign issuers if payable in
U.S. dollars, asset-backed securities, loan
participations, and adjustable rate
securities.
Welcome to American General Corporation
American General Corporation, with assets of
$111 billion and market capitalization of
$15 billion as of December 31, 1999, is the
parent company of one of the nation's
largest diversified financial services
organizations. American General's operating
divisions deliver a wide range of retirement
services, life insurance, and consumer
finance products and services to diverse
markets through focused distribution
channels. American General, headquartered in
Houston, was incorporated as a general
business corporation in Texas in 1980 and is
the successor to American General Insurance
Company, an insurance company incorporated
in Texas in 1926.
American General Fund Group is the mutual
fund division of American General
Corporation. The address of American General
Corporation and its subsidiaries, including
VALIC, is 2929 Allen Parkway, Houston, Texas
77019.
Investment Advisor
VALIC, a stock life insurance company, has
been in the investment advisory business
since 1960, and is the investment advisor
for American General Fund Group. VALIC had
approximately $61 billion in assets under
management, as of December 31, 1999. VALIC
is a member of the American General
Corporation group of companies, and is a
registered investment advisor with the SEC.
In addition to the Fund shown in this
prospectus, VALIC serves as investment
advisor to 23 other funds, presented in a
separate prospectus.
As Investment Advisor, VALIC oversees the
Fund's day to day operations, supervises the
purchase and sale of Fund investments, and
performs the cash management function. VALIC
employs Investment Sub-Advisors who make
investment decisions for several of the
Funds.
How VALIC is Paid for Its Services
The Fund pays VALIC an annual advisory fee
of 0.90%, based on its average daily net
assets. From time to time VALIC, the Sub-
Advisors and/or the Distributor may
voluntarily undertake to reduce a Fund's
expenses by reducing the fees payable to
them or bearing certain expenses.
Investment Sub-Advisor
The Sub-Advisor for the Science & Technology
Fund is T. Rowe Price Associates, Inc.
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 advisor to more than 75
stock, bond, and money market funds and
managed about $157.4 billion.
The Fund is managed by an investment
advisory committee, chaired by Charles A.
Morris. Mr. Morris has been with T. Rowe
Price since 1987. He 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 AGSPC 1
Science & Technology Fund committee since
1994, and has chaired the AGSPC 2 Science &
Technology Fund committee since its
inception.
PERFORMANCE INFORMATION - Prior Performance
of Similar Accounts
This information helps to provide some
indication of the risks of investing in the
Fund. However, 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.
Investments made by the new Fund, AGSPC 2
Science & Technology Fund, may not be the
same as those made by the AGSPC 1 Science &
Technology Fund. The Funds will have
different performance results, due to
factors such as the cash flow in and out,
different fees and expenses, and diversity
in portfolio size and positions. 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.
199561.66%
199613.81%
1997 2.61%
199842.13%
1999100.95%
Best quarter: Quarter ended December
31, 1998 48.04%
Worst quarter: Quarter ended September
30, 1998 (17.28)%
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 5 Years Since
inception, 4/29/94
AGSPC 1 Science
& Technology Fund 100.95% 40.07% 40.13%
S&P 500 Index 21.05% 28.56% 25.66%
More About Investment Sub-Advisors
For some of the Funds in the American
General Fund Group, VALIC works with
investment Sub-Advisors through an agreement
each entered into with VALIC. Sub-Advisors
are financial service companies that
specialize in certain types of investing.
However, VALIC still retains ultimate
responsibility for managing the Funds. The
Sub-Advisor's role is to make investment
decisions for the Funds according to each
Fund's investment objectives and
restrictions.
According to the agreements we have with the
Sub-Advisors, we will receive investment
advice for each sub-advised Fund. Under
these agreements we give the Sub-Advisors
the authority to buy and sell securities for
these Funds. We retain the responsibility
for the overall management of these Funds.
The Sub-Advisors may buy and sell securities
for each Fund with broker-dealers and other
financial intermediaries that they select.
The Sub-Advisors may place orders to buy and
sell securities of these Funds with a broker-
dealer affiliated with the Sub-Advisor as
allowed by law. This could include any
affiliated futures commission merchants.
The 1940 Act permits Sub-Advisors, under
certain conditions, to place an order to buy
or sell securities with an affiliated
broker. One of these conditions is that the
commission received by the affiliated broker
cannot be greater than the usual and
customary brokers commission if the sale was
completed on a securities exchange. The
Series Company has adopted procedures, as
required by the 1940 Act, which provide that
any commissions received by a Sub-Advisor's
affiliated broker may be considered
reasonable and fair if compared to the
commission received by other brokers for the
same type of securities transaction.
The Securities Exchange Act of 1934
prohibits members of national securities
exchanges from effecting exchange
transactions for accounts that they or their
affiliates manage, except as allowed under
rules adopted by the SEC. The Series Company
and the Sub-Advisors have entered into
written contracts, as required by the 1940
Act, to allow the Sub-Advisor's affiliate to
effect these types of transactions for
commissions. The 1940 Act generally
prohibits a Sub-Advisor or a Sub-Advisor's
affiliate, acting as principal, from
engaging in securities transactions with a
Fund, without an exemptive order from the
SEC.
VALIC and the Sub-Advisors may enter into
simultaneous purchase and sale transactions
for the Funds or affiliates of the Funds.
In selecting Sub-Advisors, the Trustees of
the Series Company carefully evaluated: (i)
the nature and quality of the services
expected to be rendered to the Fund(s) by
the Sub-Advisor; (ii) the distinct
investment objective and policies of the
Fund(s); (iii) the history, reputation,
qualification and background of the Sub-
Advisors' personnel and its financial
condition; (iv) its performance track
record; and (v) other factors deemed
relevant. The Trustees also reviewed the
fees to be paid by VALIC to each Sub-
Advisor. The Sub-Advisory fees are not paid
by the Funds.
The Series Company relies upon an exemptive
order from the SEC which permits VALIC,
subject to certain conditions, to select new
sub-advisors or replace existing sub-
advisors without first obtaining shareholder
approval for the change. The Board of
Trustees, including a majority of the
"independent" Trustees, must approve each
new sub-advisory agreement. This allows
VALIC to act more quickly to change sub-
advisors when it determines that a change is
beneficial to shareholders by avoiding the
delay of calling and holding shareholder
meetings to approve each change. In
accordance with the exemptive order, the
Series Company will provide investors with
information about each new sub-advisor and
its sub-advisory agreement within 90 days of
the hiring of a new sub-advisor. VALIC is
responsible for selecting, monitoring,
evaluating and allocating assets to the Sub-
Advisors and oversees the Sub-Advisors'
compliance with the relevant Fund's
investment objective, policies and
restrictions.
Shareholder Account Information
There are several references below to
Customer Service or the Transfer Agent.
Customer Service and all Transfer Agent
functions are provided by National Financial
Data Services, Inc., in Kansas City,
Missouri.
Types of Accounts
The different ways you may set up an account
are listed below.
Individual
Individual accounts are owned by one person.
You can designate a beneficiary for the
account if you choose to have a Transfer on
Death account ("TOD").
Joint Tenants
Joint accounts can have two or more owners.
You can set the account up as joint tenants
with rights of survival ("JTWROS"), which
means that if one owner dies, the other
owner will receive the funds without going
through probate court.
You can also choose joint tenants in common
("JTIC"). This means that each tenant owns a
specific portion of the account. We assume
50/50 ownership unless we are otherwise
notified. When one tenant dies, that portion
of the account belongs to the estate of the
deceased.
Retirement Plans
Retirement plans provide individuals with
tax-advantaged ways to save for retirement,
either with tax-deductible contributions, or
tax-deferred growth. Retirement accounts
require special applications and have a
lower initial purchase requirement.
Retirement accounts include:
Traditional Individual Retirement
Accounts ("IRAs")
Roth IRAs
Roth Conversion IRAs
Rollover IRAs
Profit-Sharing or Money Purchase Pension
Plans
Simplified Employee Pension ("SEP") IRAs
SIMPLE IRAs
401(k) Plans
Transfer or Gift to Minor
You can set up a custodial account for a
child under your state's Uniform Transfer or
Gift to Minors Act ("UTMA" or "UGMA"). Any
individual can give the child up to $10,000
each year without paying the federal gift
tax. The gift to the child is irrevocable,
meaning that it cannot be taken back. In
addition, the account and all the money in
it must be conveyed to the child upon
reaching the age of majority, which is 18-21
in most states.
Trust
The trust must be established before the
account is open. We need to know the date of
establishment and the name of the trustee.
Businesses or Organizations
You may open an account for your
corporation, association, or partnership.
The application must be accompanied by a
corporate resolution so that we know who is
authorized to transact on the account.
Investment Minimums
The table below illustrates the minimum
investment requirements for initial and
subsequent investments for any of the Funds.
Initial
Subsequent
Type of Account Investment
Investment
Retirement Plans $500 $50
UTMA/UGMA $250 $50
Automatic Investment Program $50
$50
All other accounts $2,000 $50
Available Classes of Shares
You may choose to purchase either Class A or
Class B shares. The decision as to which
class is best for you depends on your
investment goals, how much you want to
invest and how long you plan to keep the
investment. The fees and expenses are
different for each Class and affect a Fund's
total return. The fees and expenses are
shown in the Fee Table and Example of
Expenses earlier in this Prospectus.
Class A features.
o Front-end sales charge, except for
money market funds
o Reduced sales charges for larger
purchases
o Cumulative purchase discount (see
Rights of Accumulation below)
o No sales charges for purchases of $1
million or more
Class A Sales Charge Tables
If you choose Class A shares, you will pay a
sales charge at the time of each purchase.
These tables show the charges both as a
percentage of offering price and as a
percentage of the amount you invest. The
term "offering price" includes the front-end
sales charge. If you invest more, the sales
charge will be lower.
Your Sales charge as a
percentage of: Investment Net
Investment Offering Price
Less than $25,000 6.10% 5.75%
$25,000 - $49,999 5.82% 5.50%
$50,000 - $99,999 4.99% 4.75%
$100,000 - $249,999 3.90% 3.75%
$250,000 - $499,999 2.56% 2.50%
$500,000 - $999,999 2.04% 2.00%
$1,000,000 or more No sales charge, but
subject to CDSC4
Your Maximum Commission
Investment to Broker-Dealer
Less than $25,000 5.25%
$25,000 - $49,999 5.00%
$50,000 - $99,999 4.25%
$100,000 - $249,999 3.25%
$250,000 - $499,999 2.00%
$500,000 - $999,999 1.75%
$1,000,000 or more See Payments to Broker-
Dealers below
When the sales charge on Class A Shares will
be reduced or waived
o Rights of Accumulation (cumulative
purchase discount): Previous Class A
purchases may help you to qualify for a
lower sales charge. The sales charge is
calculated by adding the dollar amount of
the new purchase of shares to the higher
of the original cost or current value of
Class A Fund shares previously purchased.
o Volume Discounts (groups or grouped
accounts): Related accounts may be
aggregated for the purposes of receiving
a reduced sales charge. You must contact
Customer Service to see if you or your
group is eligible for a volume discount
purchase, and notice may be required for
each subsequent purchase. For purposes of
determining eligibility for the volume
discount, spouses and their children
under 21 years of age are treated as a
single purchaser, as is a trustee or
other fiduciary of a single trust estate
or a single fiduciary account. An
aggregate investment includes all shares
of the Funds owned plus the shares being
purchased.
o Letter of Intent: If you intend to
purchase a specific amount over the next
13 months, it may be to your benefit to
sign a Letter of Intent. This allows you
to receive a lower breakpoint for each
purchase, based on the total amount you
intend to purchase. Up to 5% of the total
amount you intend to purchase may be held
in escrow to cover additional sales
charges, just in case you do not purchase
the total amount. A Letter of Intent can
be obtained by calling Customer Service
at 1-877-999-2434.
o Purchases of Class A Shares without sales
charges: Class A Shares may be purchased
without a sales charge by:
1. Current and retired Trustees;
2. Current and retired employees of
American General Corporation and its
affiliates;
3. Directors, officers, and employees (and
when permitted, registered representatives
and their employees) of financial
intermediaries that have entered into a
selling agreement with the Distributor;
4. Immediate family members (spouse,
children under 21, grandchildren under 21,
and parents) of 1 through 3 above;
5. Financial institution trust departments
investing an aggregate of $1 million in the
Funds;
6. Accounts for which broker-dealers,
financial institutions, or financial
planners charge an account management fee
(also called a wrap fee);
7. Tax-qualified plans with more than $1
million in plan assets;
8. Tax-qualified plans purchasing shares
with loan repayments from participants; and
9. By a Fund in connection with the
acquisition of another investment company.
Class B features.
o No front-end sales charges
o Contingent deferred sales charge
("CDSC") on redemptions
o Keeping the shares longer will reduce
the CDSC
o No CDSC is charged for shares acquired by
reinvesting dividends or capital gains
o Class B shares automatically convert to
Class A shares after 6 years
Class B CDSC Table
If you choose Class B shares, you will not
pay an initial sales charge, but you will
have to pay a CDSC if the shares are sold
within the first five years, as shown below.
Year 1 2 3 4 5 6
Charge 5% 4% 3% 2% 1% 0%
Shares not subject to a CDSC will be
redeemed first, followed by shares held the
longest during the CDSC period. The amount
of the CDSC is calculated as a percentage of
the lesser of the current market value or
the original cost of the shares being
redeemed. This means that you do not pay a
CDSC on any gain in the value of the shares
sold. The CDSC may be waived under certain
circumstances.
When the CDSC will be waived
No CDSC will be charged for:
o Exchanges of Class B Shares from one
Fund to another
o Required minimum distributions from tax-
deferred retirement plans and IRAs
o Redemptions from tax-deferred retirement
plans for termination of employment,
participant loans, or hardship
withdrawals
o The return of an excess contribution or
deferral, pursuant to sections 401(k)(8),
401(m)(6), 402(g)(2), or 408(d)(4) or (5)
of the Internal Revenue Code
o Redemptions due to the death of an
individual investor
o Redemptions due to the deaths of all
the investors, for a joint account
o Redemptions taken due to a disability, as
determined by the Social Security
Administration
o Systematic withdrawals of at least $50,
provided that the amounts withdrawn do
not exceed 12% of the account value, on
an annual basis (you must have a minimum
balance of $5,000 to be eligible for this
program)
o Redemptions due to the failure to meet
the minimum balance requirements
Distribution and Service Plan
The Fund has adopted a Distribution and
Service Plan ("Plan") under Rule 12b-1 of
the 1940 Act. The Plan allows the Fund to
pay distribution fees for the sale and
distribution of its shares and for services
provided to shareholders. The Fund will pay
service fees of 0.25% for Class A Shares and
1% for Class B Shares during each fiscal
period.
Payments to Broker-Dealers
The distribution and service fees are paid
to the distributor of the Funds, American
General Distributors, Inc. (the
"Distributor"), a subsidiary of American
General Corporation. The Distributor may
then pay broker-dealers a commission for
selling Fund Shares. The maximum commission
for Class A Shares is shown above, as a
percentage of the offering price. The
Distributor may pay a maximum commission of
4.00% on Class B Shares at the time of
purchase.
The Distributor may occasionally pay broker-
dealers the full amount of the Class A front-
end sales charge as a special sales
incentive. Broker-dealers may also receive
additional compensation and finder's fees,
based on assets held through the broker-
dealer firm. Finder's fees may be paid on
Class A Share purchases of $1 million or
more, excluding Money Market Funds. The
finder's fee is 0.50% on sales of $1 to $2
million, plus 0.40% on the next $1 million,
and 0.25% on the excess over $3 million.
The Distributor may also provide promotional
incentives or payments to its registered
representatives, its affiliated broker-
dealer, or to other broker-dealers in
connection with the sales of Fund Shares.
These incentives or payments may include
payments for travel and lodging expenses
incurred for meetings and seminars of a
business nature. The Distributor makes these
payments at its own expense, in accordance
with rules set forth by the National
Association of Securities Dealers, Inc.
How Shares are Valued
The price of each Class of shares for a Fund
is based on net asset value ("NAV"). NAV is
computed by adding the value of a Fund's
holdings plus other assets, subtracting
liabilities, and then dividing the result by
the number of shares outstanding. The NAV of
each Class will be different, depending on
the number of Class shares outstanding.
Portfolio securities and other assets are
valued based on market price quotations or
information provided by a market pricing
service. If price quotations are not readily
available, securities are valued by a method
that reflects fair value. These are reviewed
by the Fund's Board of Trustees. The Fund
holds some securities that may be primarily
listed on foreign exchanges. Foreign
exchanges may trade at times or on days when
the New York Stock Exchange ("NYSE") is
closed, such as on weekends or other days.
This will affect the value of the Fund's
shares; thus, the value of the Fund's shares
may change on days when you will not be able
to buy or sell your shares.
The NAV is calculated as of the close of
each business day, which coincides with the
closing of the regular session of the NYSE
(normally 4:00 p.m. Eastern Time). American
General Fund Group is open for business each
day the NYSE is open. The NYSE is closed on
most federal holidays and Good Friday.
Please note that there are some federal
holidays, however, such as Columbus Day and
Veterans' Day, when the NYSE is open and the
Fund Group is open but purchases cannot be
made due to the closure of the banking
system.
Opening Your Account
You may open an account through a registered
representative or by completing the enclosed
application. Please be sure to indicate the
Fund and the Class of shares you wish to
purchase.
Please take special care when completing
your application that you sign up for any
services you may desire, including telephone
privileges. If your bank is a member of the
Automated Clearing House ("ACH"), you may
sign up for the electronic transfer service.
To sign up, you MUST include a voided check
for a checking account, or a deposit slip
for a savings account. If you wish to add
services at a later date, a signature
guarantee may be required.
Send the new account application and your
purchase check to:
American General Fund Group
P.O. Box 219502
Kansas City, MO 64141-9502
If you purchase shares through a registered
representative or financial institution
You should read the program materials
together with this Prospectus. Certain
features may be modified in these programs.
Investors may be charged a fee if they
effect transactions in Fund shares through a
broker or agent.
General Purchase Information
If the Transfer Agent receives your purchase
order by 3:00 p.m. Central Time, then your
purchase will be processed at the next NAV
calculated after your order is received by
the Transfer Agent. Any check purchase
received without an investment slip may
cause delayed crediting. All purchases must
be made in U.S. dollars and should be drawn
only on U.S. banks. If your check does not
clear your bank, you may be charged a fee by
the Transfer Agent. All purchases, except
those made by wire, will be on hold for 15
calendar days. The Fund reserves the right
to reject any specific purchase order and
may suspend the offering of shares in
response to conditions in the securities
markets or for other reasons.
Additional Account Purchases
You may make additional purchases by
contacting your registered representative or
by:
Mail
You may use the investment remittance slip
attached to your account statement or
confirmations. Make your check payable to
the Fund in which you are investing and mail
to:
American General Fund Group
P.O. Box 219502
Kansas City, MO 64141-9502
Wire
Please call 1-877-999-2434 before you send a
wire purchase.
Your financial institution may charge you a
fee for wiring funds.
Electronic Transfers - $50 or more
If you have already signed up for our ACH
service, you may call Customer Service at 1-
877-999-2434 to transfer money from your
bank to the Fund through our electronic
transfer service. Your bank account will be
debited for the desired amount. Allow one or
two business days after you place your
request for the transfer to take place. This
ACH service allows you to purchase
additional shares quickly and conveniently
without mail delays.
Automatic Investment Programs
Please call 1-877-999-2434 to set up an
automatic investment program. You may change
amounts or Funds or discontinue a program at
any time.
Automatic Investing
You may request an automatic ACH transfer of
$50 or more from your bank to the Fund. You
may choose when you want this to occur,
whether monthly, bimonthly, quarterly, or
some other time.
Payroll Deductions
You may make regular investments of $50 or
more through automatic payroll deduction you
initiate through your employer. Your
employer may have special forms and other
rules for this program.
Systematic Exchanges
If you have a Fund balance of at least
$5,000, you may request an automatic
exchange of $25 or more from that Fund
account to another Fund account. The
automatic exchange will occur once per
month.
Exchanges of Shares from one Fund to Another
Please call Customer Service at 1-877-999-
2434 to make an exchange. You must have
telephone privileges for this service.
An exchange of shares occurs when you sell
shares in one Fund and buy shares in another
Fund. Each exchange may produce a taxable
gain or loss.
Exchanges between accounts will only be
accepted if the accounts are registered
identically.
Exchanges may be requested by mail or by
telephone. Please refer to "Selling Your
Shares" for more details on requests by
mail.
If you exchange Class A Shares of the Money
Market Fund or the Municipal Money Market
Fund for Class A Shares of any other Fund
with a sales charge, you will pay a sales
charge at the time of the exchange.
Shares may only be exchanged for shares of
the same class of another Fund.
No CDSC is imposed on exchanges of Class B
Shares subject to a CDSC at the time of the
exchange because the shares are still within
the American General Fund Group. The CDSC
will be charged for all other sales.
Because excessive trading can increase Fund
expenses and hurt performance for other
shareholders, we may refuse any exchange
that we believe is due to market timing or
which may otherwise significantly affect a
Fund.
We may modify these exchange policies upon
60 days' prior notice to shareholders.
Selling Your Shares
When you request a redemption by 3:00 p.m.
Central Time, the proceeds of the sale will
normally be mailed, wired, or sent by
electronic transfer (ACH) the next business
day, provided all necessary documents have
been received by the Transfer Agent, and the
funds are available for redemption. If your
recent purchase is on hold and not available
for redemption, you may exchange it into
another Fund. We may hold payment of
redemptions until your purchase check has
cleared, which may take up to 15 calendar
days. The Funds have the right to redeem
shares in assets other than cash for
redemption amounts exceeding, in any 90-day
period, $250,000 or 1% of the net asset
value of the affected Fund, whichever is
less.
When the NYSE is closed (or when trading is
restricted) for any reason other than its
customary weekend or holiday closings, or
under any emergency circumstances as
determined by the SEC, redemptions may be
suspended or payment dates postponed. Please
note that there are some federal holidays,
however, such as Columbus Day and Veterans'
Day, when the NYSE is open and the Fund
Group is open but redemptions cannot be made
due to the closure of the banking system.
You may sell shares by contacting your
registered representative or by:
Telephone: Check redemptions, ACH, or bank
wires
You may redeem up to $25,000 daily by
calling Customer Service at 1-877-999-2434
before 3:00 p.m. Central Time. The proceeds
of the sale may be sent only to pre-
authorized destinations, such as your
address of record or your bank account by
wire or by ACH.
Bank wires must be for at least $500. You
may be charged up to $25 for a wire to your
bank, and your bank may charge to receive
the wire. International wires are more
expensive; therefore, the charge to you may
be higher.
ACH transfers must be for at least $50.
There is no charge for an ACH transfer.
Allow one or two business days after you
place your request for the transfer to take
place.
Mail
Your written request should include the
following information:
1. Your name, address, and daytime
telephone number;
2. Your account number;
3. The name or number of the Fund from
which you wish to sell shares;
4. The Class of Shares to be sold, if
applicable;
5. The dollar or share amount of the sale;
and
6. Your signature, guaranteed (see below).
Send the written request to:
American General Fund Group
P.O. Box 219502
Kansas City, MO 64141-9502
Special Requirements
A signature guarantee is required for any:
1. Redemption when the account address has
been listed less than 30 days; or
2. Redemption to an address other than
that on the account.
You may obtain a signature guarantee from:
1. A bank which is a member of the FDIC;
2. A trust company;
3. A member firm of a national securities
exchange; or
4. Another eligible guarantor institution.
Guarantees must be signed by an authorized
signatory of the guarantor institution and
be accompanied by the words "Signature
Guaranteed."
A notary public cannot provide a signature
guarantee.
Automatic Redemptions
o You may request an automatic monthly or
quarterly ACH transfer of $50 or more
from the Fund to your bank, provided your
account balance is $5,000 or more.
o You may request a monthly or quarterly
automatic check redemption of $50 or
more, provided your account balance is
$5,000 or more.
Reinstatement Privilege
If you redeem some or all of your Fund
shares, you have up to 30 days to reinvest
all or part of your redemption proceeds in
Class A Shares of the Fund without paying a
sales charge. This privilege applies only to
redemptions of Class A Shares on which an
initial sales change or CDSC was paid or to
redemptions of Class A shares of the Fund
that you purchased by reinvesting dividends
or distributions. You must ask the Transfer
Agent to apply this privilege when you send
your payment.
Minimum Account Balances
If the balance in your account falls below
the required minimum initial investment, you
will be notified that you should bring the
balance up to the required minimum amount
within 60 days. If your account remains
below the minimum required, it may be closed
and the proceeds mailed to the address of
record.
Dividends, Capital Gains and Taxes
The Fund pays quarterly dividends from its
net investment income. Net investment income
consists of interest income, net short-term
capital gains, if any, and dividends
declared and paid on investments, less
expenses. Distributions of net short-term
capital gains (treated as dividends for tax
purposes) and net long-term capital gains,
if any, are normally paid once a year;
however, the Fund does not anticipate making
any such distributions unless available
capital loss carryovers have been used or
have expired. Dividend and distribution
payments will vary between classes; dividend
payments are anticipated to be generally
higher for Class A shares.
Dividend Payment Options
Dividends and any distributions are
automatically reinvested in the same Fund
without a sales charge, unless you elect to
have dividends paid in cash or in shares of
the Money Market Fund or the Municipal Money
Market Fund. You may make this election on
the account application.
Buying a Dividend
At the time of purchase, the share price of
each class may reflect undistributed income,
capital gains or unrealized appreciation of
securities. Any income or capital gains from
these amounts which are later distributed to
you are fully taxable. On the record date
for a distribution, share value is reduced
by the amount of the distribution. If you
buy shares just before the record date
("buying a dividend") you will pay the full
price for the shares and then receive a
portion of the price back as a taxable
distribution.
Federal Taxes
In January, the Fund will mail you Form 1099-
DIV indicating the federal tax status of
dividends and any capital gain distributions
paid to you during the past year. Generally,
dividends and distributions are taxable in
the year they are paid. However, any
dividends and distributions paid in January
but declared during the prior three months
are taxable in the year declared. Dividends
and distributions are taxable to you
regardless of whether they are taken in cash
or reinvested. Dividends, including short-
term capital gains, are taxable as ordinary
income. Distributions from long-term capital
gains are taxable as long-term capital
gains, regardless of how long you have owned
shares.
Capital Gains or Losses
You may realize a capital gain or loss when
you sell or exchange shares. This capital
gain or loss will be short- or long-term,
depending on how long you have owned the
shares which were sold. In January, the Fund
will mail you Form 1099-B indicating the
total amount of all sales, including
exchanges. You should keep your account
statements to help determine the cost basis
of the shares to report on your tax returns.
Taxpayer Identification Number
If we do not have your correct Social
Security or Taxpayer Identification Number
("TIN") and a signed certified application
or Form W-9, Federal law requires us to
withhold 31% of your reportable dividends,
and possibly 31% of certain redemptions. In
addition, you may be subject to a fine by
the Internal Revenue Service. We reserve the
right to reject any new account or any
purchase order for failure to supply a
certified TIN.
<PAGE>
For investors who want more information
about the Funds, the following documents are
available free upon request:
Annual/Semi-Annual Reports: Additional
information about each Fund's investments is
available in the Fund's Annual and Semi-
Annual reports to shareholders.
Statement of Additional Information ("SAI"):
The SAI provides more detailed information
about the Funds and is incorporated into
this prospectus by reference.
You can get free copies of reports and SAIs,
request other information and discuss your
questions about the Funds by contacting your
broker, or the Funds at:
Telephone: 1-877-999-2434
American General Web-Site Address:
http://www.agfundgroup.com
You can review the Funds' reports and SAI at
the public Reference Room of the SEC.
You can get text only copies:
o For a fee, by electronic request at
[email protected] or by writing to
or calling the Public Reference Room
of the Commission, Washington, D.C.
20549-6009, Telephone: 1-202-942-
8090.
o Free from the EDGAR database on the
Commission's Internet website at
http://www.sec.gov.
Investment Company Act File No. 811-08875
(AGSPC 2)
VA 12103 VER. 3/00
American General Series Portfolio Company 2
SCIENCE & TECHNOLOGY FUND
Institutional Class I Shares
March 1, 2000
In this prospectus, "we", "us", and "our"
refers to the American General Fund Group.
Neither the Securities and Exchange
Commission ("SEC") nor any state securities
commission has approved or disapproved of
these securities or determined if this
prospectus is truthful or complete. Any
representation to the contrary is a criminal
offense.
The SEC maintains an internet website at
http://www.sec.gov that contains the
Statement of Additional Information ("SAI"),
material incorporated by reference, and
other information regarding registrants that
file electronically with the SEC.
Table of Contents
Topic Page
Risk/Return Summaries: Investments, Risks,
and Performance 1
More About Portfolio Investments __
Welcome to American General Corporation
(Advisor and Sub-Advisor Information) __
Account Information __
RISK/RETURN SUMMARY: INVESTMENTS, RISKS, AND
PERFORMANCE
SCIENCE & TECHNOLOGY FUND
INVESTMENT CATEGORY
Growth
INVESTMENT ADVISOR
VALIC
INVESTMENT SUB-ADVISOR
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 30% of its assets
in foreign securities, including American
Depositary Receipts ("ADRs") and other
dollar-denominated foreign securities. ADRs
are certificates issued by a U.S. depositary
bank, representing foreign shares held by
the bank. ADRs carry the same currency,
political and economic risks as the
underlying foreign shares.
Temporary Defensive Investment Strategy:
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.
INVESTMENT RISKS
Because of the following principal risks,
the value of your investment may fluctuate
and you may lose money:
Foreign Securities Risks:
Currency Risk: The risk that
fluctuations in foreign exchange rates
will decrease the value of a fund's
investment.
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.
Liquidity Risk: Foreign markets may be
less liquid and more volatile than U.S.
markets and offer less protection to
investors.
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.
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.
Sovereign Risk: The risk that a foreign
government will interfere with currency
trading or transferring money out of the
country.
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.
Science & Technology Company Volatility and
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.
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.
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
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) None
Maximum account fee None
Annual Fund operating expenses
Management fees 0.90%
Other expenses 1.25%
Total annual fund operating expenses 2.15%
Fee waiver and/or expense reimbursement (0.82)%
Net Expenses 1.33%
Other operating expenses are based on
estimates for the Fund's current fiscal
period.
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:
o You invest $10,000 in the Fund for the
time periods indicated;
o You redeem all your shares at the end
of those periods;
o Your investment has a 5% return each
year; and
o The Fund's operating expenses remain the
same.
1 Year 3 Years
$135 $422
More About Portfolio Investments
The Fund's principal investment strategies
and risks are shown above. The section below
explains more about certain types of
investments and the Fund's strategies that
are not key strategies. Please refer to the
SAI for more information about investments.
Secondary Strategies
The Fund may invest up to 25% in other
equity-related securities of science and
technology companies, including convertible
debt securities and convertible preferred
stock. In addition, the fund may invest in
futures and options in accordance with the
Fund's objective.
Equity Securities
Equity securities represent an ownership
position in a company. The prices of equity
securities fluctuate based on changes in the
financial condition of the issuing company
and on market and economic conditions. If
you own an equity security, you own a part
of the company that issued it. Companies
sell equity securities to get the money they
need to grow.
Stocks are one type of equity security. Each
share of stock represents a part of the
ownership of the company. The holder of
stock participates in the growth of the
company through the stock price and receipt
of dividends. All the Funds may invest in
equities except for the Money Market Fund
and the Municipal Money Market Fund, though
equities may not be a primary strategy for
each Fund.
Generally, there are three types of stocks:
4. Common stock - Common stock usually has
voting rights, which allow an investor to
vote for the company Board of Directors.
Common stock also gives each owner a share
in a company's profits through dividend
payments or the capital appreciation of the
security.
5. Preferred stock - Each share of
preferred stock allows the holder to get a
fixed dividend before the common stock
shareholders receive any dividends on their
shares.
6. Convertible preferred stock - A stock
with a fixed dividend which the holder may
exchange for a certain amount of common
stock.
Stocks are not the only type of equity
security. Other equity securities include
but are not limited to convertible
securities, depository receipts, warrants,
rights and partially paid shares, investment
company securities, real estate securities,
convertible bonds and foreign equity
securities, such as ADRs, Global Depositary
Receipts and European Depositary Receipts.
Futures and Options
Futures and options are considered
derivative securities, since the value of
the future or option is derived in part from
the value and characteristics of another
security. 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. A call option buyer thinks the
stock price may go up in the future, while a
put option buyer thinks the stock price may
go down. All of the Funds except for
International Growth Fund, Mid Cap Growth
Fund, Money Market Fund and Municipal Money
Market Fund may invest in derivatives.
The Funds use stock and bond futures to
invest cash and cash equivalents to:
- - Write (sell) exchange traded covered
put and call options on securities and stock
indices.
- - Purchase exchange traded put and call
options on securities and stock indices.
- - Purchase and sell exchange traded
financial futures contracts.
- - Write (sell) covered call options and
purchase exchange traded put and call
options on financial futures contracts.
- - Write (sell) covered call options and
purchase non-exchange traded call and put
options on financial futures contracts.
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, and cause volatility in the Fund's
share price.
Money Market Securities
A money market security is high quality when
it is rated in one of the two highest credit
categories by Moody's or S&P or another
nationally recognized rating service or if
unrated, deemed high quality by VALIC or a
Sub-Advisor. All the Funds may invest in
money market securities, though it is not a
primary strategy for all Funds.
Examples of high quality money market
securities include:
- - Cash and cash equivalents
- - Securities issued or guaranteed by the
U.S. Government, its agencies or
instrumentalities
- - Certificates of deposit and other
obligations of domestic banks having total
assets in excess of $1 billion
- - Commercial paper sold by corporations
and finance companies
- - Corporate debt obligations with
remaining maturities of 13 months or less
- - Repurchase agreements, money market
securities of foreign issuers if payable in
U.S. dollars, asset-backed securities, loan
participations, and adjustable rate
securities.
Welcome to American General Corporation
American General Corporation, with assets of
$111 billion and market capitalization of
$15 billion as of December 31, 1999, is the
parent company of one of the nation's
largest diversified financial services
organizations. American General's operating
divisions deliver a wide range of retirement
services, life insurance, and consumer
finance products and services to diverse
markets through focused distribution
channels. American General, headquartered in
Houston, was incorporated as a general
business corporation in Texas in 1980 and is
the successor to American General Insurance
Company, an insurance company incorporated
in Texas in 1926.
American General Fund Group is the mutual
fund division of American General
Corporation. The address of American General
Corporation and its subsidiaries, including
VALIC, is 2929 Allen Parkway, Houston, Texas
77019.
Investment Advisor
VALIC, a stock life insurance company, has
been in the investment advisory business
since 1960, and is the investment advisor
for American General Fund Group. VALIC had
approximately $61 billion in assets under
management, as of December 31, 1999. VALIC
is a member of the American General
Corporation group of companies, and is a
registered investment advisor with the SEC.
In addition to the Fund shown in this
prospectus, VALIC serves as investment
advisor to 23 other funds, presented in a
separate prospectus.
As Investment Advisor, VALIC oversees the
Fund's day to day operations, supervises the
purchase and sale of Fund investments, and
performs the cash management function. VALIC
employs Investment Sub-Advisors who make
investment decisions for several of the
Funds.
How VALIC is Paid for Its Services
The Fund pays VALIC an annual advisory fee
of 0.90%, based on its average daily net
assets. From time to time VALIC, the Sub-
Advisors and/or the Distributor may
voluntarily undertake to reduce a Fund's
expenses by reducing the fees payable to
them or bearing certain expenses.
Investment Sub-Advisor
The Sub-Advisor for the Science & Technology
Fund is T. Rowe Price Associates, Inc.
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 advisor to more than 75
stock, bond, and money market funds and
managed about $157.4 billion.
The Fund is managed by an investment
advisory committee, chaired by Charles A.
Morris. Mr. Morris has been with T. Rowe
Price since 1987. He 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 AGSPC 1
Science & Technology Fund committee since
1994, and has chaired the AGSPC 2 Science &
Technology Fund committee since its
inception.
PERFORMANCE INFORMATION - Prior Performance
of Similar Accounts
This information helps to provide some
indication of the risks of investing in the
Fund. However, 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.
Investments made by the new Fund, AGSPC 2
Science & Technology Fund, may not be the
same as those made by the AGSPC 1 Science &
Technology Fund. The Funds will have
different performance results, due to
factors such as the cash flow in and out,
different fees and expenses, and diversity
in portfolio size and positions. 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.
199561.66%
199613.81%
1997 2.61%
199842.13%
1999100.95%
Best quarter: Quarter ended December
31, 1998 48.04%
Worst quarter: Quarter ended September
30, 1998 (17.28)%
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 5 Years Since inception,
4/29/94
AGSPC 1 Science
& Technology Fund 100.95% 40.07%
40.13%
S&P 500 Index 21.05% 28.56% 25.66%
More About Investment Sub-Advisors
For some of the Funds in the American
General Fund Group, VALIC works with
investment Sub-Advisors through an agreement
each entered into with VALIC. Sub-Advisors
are financial service companies that
specialize in certain types of investing.
However, VALIC still retains ultimate
responsibility for managing the Funds. The
Sub-Advisor's role is to make investment
decisions for the Funds according to each
Fund's investment objectives and
restrictions.
According to the agreements we have with the
Sub-Advisors, we will receive investment
advice for each sub-advised Fund. Under
these agreements we give the Sub-Advisors
the authority to buy and sell securities for
these Funds. We retain the responsibility
for the overall management of these Funds.
The Sub-Advisors may buy and sell securities
for each Fund with broker-dealers and other
financial intermediaries that they select.
The Sub-Advisors may place orders to buy and
sell securities of these Funds with a broker-
dealer affiliated with the Sub-Advisor as
allowed by law. This could include any
affiliated futures commission merchants.
The 1940 Act permits Sub-Advisors, under
certain conditions, to place an order to buy
or sell securities with an affiliated
broker. One of these conditions is that the
commission received by the affiliated broker
cannot be greater than the usual and
customary brokers commission if the sale was
completed on a securities exchange. The
Series Company has adopted procedures, as
required by the 1940 Act, which provide that
any commissions received by a Sub-Advisor's
affiliated broker may be considered
reasonable and fair if compared to the
commission received by other brokers for the
same type of securities transaction.
The Securities Exchange Act of 1934
prohibits members of national securities
exchanges from effecting exchange
transactions for accounts that they or their
affiliates manage, except as allowed under
rules adopted by the SEC. The Series Company
and the Sub-Advisors have entered into
written contracts, as required by the 1940
Act, to allow the Sub-Advisor's affiliate to
effect these types of transactions for
commissions. The 1940 Act generally
prohibits a Sub-Advisor or a Sub-Advisor's
affiliate, acting as principal, from
engaging in securities transactions with a
Fund, without an exemptive order from the
SEC.
VALIC and the Sub-Advisors may enter into
simultaneous purchase and sale transactions
for the Funds or affiliates of the Funds.
In selecting Sub-Advisors, the Trustees of
the Series Company carefully evaluated: (i)
the nature and quality of the services
expected to be rendered to the Fund(s) by
the Sub-Advisor; (ii) the distinct
investment objective and policies of the
Fund(s); (iii) the history, reputation,
qualification and background of the Sub-
Advisors' personnel and its financial
condition; (iv) its performance track
record; and (v) other factors deemed
relevant. The Trustees also reviewed the
fees to be paid by VALIC to each Sub-
Advisor. The Sub-Advisory fees are not paid
by the Funds.
The Series Company relies upon an exemptive
order from the SEC which permits VALIC,
subject to certain conditions, to select new
sub-advisors or replace existing sub-
advisors without first obtaining shareholder
approval for the change. The Board of
Trustees, including a majority of the
"independent" Trustees, must approve each
new sub-advisory agreement. This allows
VALIC to act more quickly to change sub-
advisors when it determines that a change is
beneficial to shareholders by avoiding the
delay of calling and holding shareholder
meetings to approve each change. In
accordance with the exemptive order, the
Series Company will provide investors with
information about each new sub-advisor and
its sub-advisory agreement within 90 days of
the hiring of a new sub-advisor. VALIC is
responsible for selecting, monitoring,
evaluating and allocating assets to the Sub-
Advisors and oversees the Sub-Advisors'
compliance with the relevant Fund's
investment objective, policies and
restrictions.
Account Information
Investment Minimums
The employer retirement plan may establish a
plan account with an initial purchase of $5
million.
How to Buy Shares
Institutional Class I shares of the Fund are
available to you through your employer plan.
Institutional Class I Shares are available
to any qualifying employer plan once the
plan establishes a minimum account balance
of $5 million with the Series Company. A
plan's account balance is equal at any time
to the aggregate of all amounts contributed
by the plan to the Series Company, less the
cost of all redemptions by such plan from
the Series Company. The Distributor may
waive the minimum account balance
requirement if it reasonably anticipates
that the size of the plan and/or the
anticipated amount of contributions will
present economies of scale.
As a participant in an employer retirement
plan, you do not purchase Institutional
Class I Shares of the Fund directly. Rather,
Institutional Class I Shares of the Fund are
purchased for you when you elect to allocate
your retirement contributions to the Fund
that is available as an investment option in
your retirement or savings plan. You may be
permitted to elect different investment
options, alter the amounts contributed to
your plan, or change how contributions are
allocated among your investment options in
accordance with your plan's specific
provisions. See your plan administrator or
employee benefits office for more details.
Investments by individual participants in
employer retirement plans are made through
their plan sponsor or administrator, who is
responsible for transmitting instructions
for all orders for the purchase, redemption
and exchange of Fund shares. The
availability of an investment by a plan
participant in the Fund, and the procedures
for investing, depend upon the provisions of
the plan and whether the plan sponsor or
administrator has contracted with the Series
Company or designated agent for special
processing services.
For more information on how to participate
in the Fund through an employee retirement
plan, please refer to your plan materials or
contact your employee benefits office.
How Shares are Valued
The price of shares for each class of the
Fund is based on net asset value ("NAV").
NAV is computed by adding the value of the
Fund's holdings plus other assets,
subtracting liabilities, and then dividing
the result by the number of shares
outstanding.
Portfolio securities and other assets are
valued based on market price quotations. If
market quotations are not readily available,
securities are valued by a method that
reflects fair value. These are reviewed by
the Fund's Board of Trustees. The Fund may
hold securities that are primarily listed on
foreign exchanges. Foreign exchanges may
trade at times or on days when the New York
Stock Exchange ("NYSE") is closed, such as
on weekends or other days. This will affect
the value of the Fund's shares; thus, the
value of the Fund's shares may change on
days when you will not be able to buy or
sell your shares.
The NAV for each class of shares is
calculated as of the close of each business
day, which coincides with the closing of the
regular session of the NYSE (normally 4 p.m.
Eastern Time). The Fund is open for business
each day the NYSE is open.
Transfer or exchange of balances
An employer retirement plan may allow you to
exchange all or part of your existing plan
balance from one investment option to
another. Check with your plan administrator
for details on the rules governing exchanges
in your plan. Exchanges will be accepted by
the Series Company only as permitted by your
plan. Your plan administrator can explain
how frequently exchanges are allowed. The
Series Company reserves the right to refuse
any exchange purchase request.
Transaction Processing
Purchases, exchanges or redemptions of the
Fund' shares are processed as soon as they
have been received in good order. Good order
means that your request includes complete
information on your purchase, exchange or
redemption and that the Distributor has
received the appropriate payment. The Series
Company and the Distributor reserve the
right to refuse any order for the purchase
of shares. The Series Company also reserves
the right to suspend the sale of the Fund'
shares in response to conditions in the
securities markets or for other reasons.
When the NYSE is closed (or when trading is
restricted) for any reason other than its
customary weekend or holiday closings, or
under any emergency circumstances as
determined by the SEC, redemptions may be
suspended or payment dates postponed. Please
note that there are some federal holidays,
however, such as Columbus Day and Veterans'
Day, when the NYSE is open and the Fund are
open but purchases and redemptions cannot be
made due to the closure of the banking
system.
Dividends, Capital Gains and Taxes
The Fund pays quarterly dividends from its
net investment income. Net investment income
consists of interest income, net short-term
capital gains, if any, and dividends
declared and paid on investments, less
expenses. Distributions of net short-term
capital gains (treated as dividends for tax
purposes) and net long-term capital gains,
if any, are normally paid once a year;
however, the Fund do not anticipate making
any such distributions unless available
capital loss carryovers have been used or
have expired. Dividends and any
distributions are automatically reinvested
in the same Fund.
Taxpayer Identification Number
You are required to give us your correct
Social Security or Taxpayer Identification
Number ("TIN") when you make contributions
to the employer's plan. We reserve the right
to reject any new account or any purchase
order for failure to supply a certified TIN.
<PAGE>
For investors who want more information
about the Fund, the following documents are
available free upon request:
Annual/Semi-Annual Reports: Additional
information about the Fund's investments is
available in the Fund's Annual and Semi-
Annual reports to shareholders.
Statement of Additional Information ("SAI"):
The SAI provides more detailed information
about the Fund and is incorporated into this
prospectus by reference.
You can get free copies of reports and SAIs,
request other information and discuss your
questions about the Fund by contacting your
broker, or the Fund at:
Telephone: 1-877-999-2434
American General Web-Site Address:
http://www.agfundgroup.com
You can review the Fund' reports and SAI at
the public Reference Room of the SEC.
You can get text only copies:
o For a fee, by writing to or calling
the Public Reference Room of the
Commission, Washington, D.C. 20549-
6009, Telephone: 1-800-SEC-0330.
o Free from the Commission's Internet
website at http://www.sec.gov.
Investment Company Act File No. 811-08875
(AGSPC 2)
VA 12103-I VER. 3/00
<PAGE>
<PAGE>
AMERICAN GENERAL SERIES PORTFOLIO COMPANY 2
PART B. STATEMENT OF ADDITIONAL
INFORMATION
The 485(b) filing to be made March 1, 2000
will include the Science & Technology Fund
in the Statement of Additional Information
of American General Series Portfolio Company
2.
<PAGE>
<PAGE>
AMERICAN GENERAL SERIES PORTFOLIO COMPANY 2
PART C. OTHER INFORMATION
ITEM 23. EXHIBITS
1. (a) 1. Agreement and Declaration 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.
Hackerman,
Lancaster, Paulsen 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,
and 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
John A. Graf VALIC, AGAIC
Chairman, Director,
President and
Chief
Executive
Officer
Bruce R. Abrams VALIC, AGAIC
Director and Executive
Vice President
- AGAIC
Kent E. Barrett VALIC, AGAIC
Director, Executive Vice
President and
Chief
Financial Officer
Rebecca G. Campbell VALIC, AGAIC
Director and Senior Vice
President -
Human
Resources
Robert P. Condon VALIC, AGAIC
Director and Executive
Vice President
-
Institutional
Marketing
Robert M. Devlin VALIC, AGAIC
Director
AG Corporation Director,
Chairman and
Chief
Executive
Officer
Carl J. Santillo VALIC, AGAIC
Director and Executive
Vice President
-Operations
Mary Cavanaugh VALIC, AGAIC
Executive Vice
President -
General
Counsel and
Secretary
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 and
Expense
Management
Michael A. Betts VALIC, AGAIC
Senior Vice President -
Systems
Stephen G. Kellison VALIC, AGAIC
Senior Vice President -
Product
Management
Richard J. Lindsay VALIC, AGAIC
Senior Vice President -
Marketing
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
Calvin King VALIC, AGAIC Vice
President -
North Houston
Customer Care
Center
Kent W. Lamb VALIC, AGAIC Vice
President -
Financial
Reporting
Traci P. Langford VALIC, AGAIC
Vice President -
Account
Management
Thomas G. Norwood VALIC, AGAIC Vice
President -
Broker/Dealer
Rembert R. Owen, Jr. VALIC, AGAIC
Vice President and
Assistant
Secretary
Stephen J. Poston VALIC, AGAIC
Vice President -
Training and
National
Accounts
Larry Robinson VALIC, AGAIC Vice
President -
Product
Development
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 Vice
President -
Applications
Development
AGAIC
Administrative Officer
Brenda Simmons VALIC, AGAIC Vice
President -
Premium
Processing
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 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
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
Christine W. McGinnis 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
Eric Alexander VALIC, AGAIC
Assistant Treasurer
Terry Festervand VALIC, AGAIC
Assistant Treasurer
Paul Hoepfl 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
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
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
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
(*)
Robert P. Condon Chairman, Director,
- --
Chief Executive Officer
and President
(*)
Mary Cavanaugh Director
- --
(*)
Thomas G. Norwood Director, Chief
Financial --
Officer and Treasurer
(*)
Jane E. Bates Vice President and Chief
- --
Compliance Officer
(*)
V. Keith Roberts Vice President-
Operations --
(*)
D. Lynne Walters Tax Officer
- --
(*)
Cheryl G. Hemley Assistant Secretary
- --
(*)
Daniel R. Cricks Assistant Tax
Officer --
(*)
James D. Bonsall Assistant Treasurer
- --
(*)
Steven D. Rubinstein 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
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
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
<PAGE>
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 28th day
of February, 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
February 28, 2000
Alice T. Kane. the Board of
Trustees
/s/ GREGORY R. SEWARD Treasurer
February 28, 2000
Gregory R. Seward
* Trustee
February 28, 2000
Kent E. Barrett
* Trustee
February 28, 2000
Judith Craven
* Trustee
February 28, 2000
Timothy J. Ebner
* Trustee
February 28, 2000
Gustavo E. Gonzales, Jr.
* Trustee
February 28, 2000
Norman Hackerman
* Trustee
February 28, 2000
John Wm. Lancaster
* Trustee
February 28, 2000
Ben H. Love
* Trustee
February 28, 2000
John E. Maupin, Jr.
* Trustee
February 28, 2000
F. Robert Paulsen
By: /s/ David M. Leahy
February 28, 2000
David M. Leahy
Attorney-in-Fact
_______________________________
1 Purchases of $1 million or more which are
redeemed within one year will be charged a
1% CDSC. Redemptions within 2 years will be
charged a CDSC of 0.50%.
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.
3 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.
4 Purchases of $1 million or more which are
redeemed within one year will be charged a
1% CDSC. Redemptions within 2 years will be
charged a CDSC of 0.50%.
