<PAGE> 1
As filed with the Securities and Exchange Commission on February 18, 1999
File Nos. 333-59185 and 811-08873
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. | |
Post-Effective Amendment No. 2 |X|
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. 3 |X|
AMERICAN FIDELITY DUAL STRATEGY FUND, INC.
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<S> <C>
2000 N. CLASSEN BOULEVARD
OKLAHOMA CITY, OKLAHOMA 73106
(Address of Principal Executive Offices) Registrant's Telephone Number: (405) 523-2000
Stephen P. Garrett Copy to:
Senior Vice President
Law and Government Affairs Connie S. Stamets, Esq.
American Fidelity Assurance Company McAfee & Taft
2000 N. Classen Boulevard A Professional Corporation
Oklahoma City, Oklahoma 73106 10th Floor, Two Leadership Square
(Name and Address of Agent for Service) Oklahoma City, Oklahoma 73102
Approximate Date of Proposed Public Offering: As soon as practicable after effectiveness of
the Registration Statement
</TABLE>
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)
|X| 60 days after filing pursuant to paragraph (a)(1)
| | on (date) 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: common stock, par value $0.001
<PAGE> 2
AMERICAN FIDELITY
DUAL STRATEGY FUND, INC.
A DUAL STRATEGY OF INVESTING IN VALUE AND
GROWTH STOCKS FOR LONG-TERM CAPITAL APPRECIATION
PROSPECTUS
MAY 1, 1999
As with all funds,
the Securities and
Exchange Commission
has not judged
whether this fund
is a good investment
or whether the
information in
this prospectus
is accurate or
complete. Anyone
who tells you
otherwise is
committing a crime.
<PAGE> 3
CONTENTS
- - --------------------------------------------------------------------------------
<TABLE>
<S> <C>
About the Fund.............................................. 3
Past Performance............................................ 5
Investment Goals and Strategies............................. 6
Management's Discussion of Fund Results..................... 7
1998 Results........................................ 7
10-Year Results..................................... 8
Principal Risks............................................. 9
The Fund's Management....................................... 10
Fund Operations............................................. 11
Buying and Selling Shares........................... 11
Pricing Shares...................................... 11
Distributions and Taxes..................................... 12
Dividends and Other Distributions................... 12
Tax Information..................................... 12
Financial Highlights........................................ 13
For More Information........................................ 14
</TABLE>
-2-
<PAGE> 4
ABOUT THE FUND
INVESTMENT GOAL Long-term capital growth
DUAL INVESTMENT
STRATEGIES The fund invests primarily in common stocks of
U.S. companies. The fund's two sub-advisers
independently manage a portion of the fund's
portfolio using different investment strategies.
One sub-adviser focuses on high quality
companies with healthy earnings growth and
strong product leadership in their markets. The
other focuses on undervalued, high quality
equity securities with large capitalizations.
PRINCIPAL RISKS OF
INVESTING IN DUAL
STRATEGY FUND The fund's shares will rise and fall in value.
You can lose money on your investment in the
fund, or the fund could underperform other
investments if any of the following occurs:
- The stock market as a whole goes down.
- Either value stocks or growth stocks fall
out of favor with investors, causing part
of the portfolio to underperform the other.
The fund's dual strategy potentially lowers
risk, but it may produce more modest gains
than funds using only one investment
strategy.
- Companies in which the fund invests do not
grow as rapidly as expected.
- Value stocks may never reach what the
manager believes is their true value.
- Investments in foreign securities carry
additional risks, such as changes in
currency exchange rates, a lack of adequate
company information and political
instability, which may result in loss of
value and wider price swings than U.S.
companies experience.
- Earnings of companies in which the fund
invests are not achieved, and income
available for interest or dividend payments
is reduced.
-3-
<PAGE> 5
INVESTORS IN THE FUND Only separate accounts of insurance companies
may purchase shares of the fund. You may invest
indirectly in the fund through your purchase of
a variable annuity contract issued by a separate
account or by participating in a contract
available through your employer's retirement
plan.
You should read the accompanying separate
account prospectus for information about:
- Purchasing a variable annuity contract or
participating in a group variable annuity
contract.
- Other investment options if there are any.
- The terms of your variable annuity
contract.
- Expenses related to purchasing a variable
annuity contract.
WHO MAY WANT TO INVEST The fund may be appropriate for you if you:
- Want a regular investment program for
retirement savings.
- Can benefit from deferred taxation of
capital appreciation and income.
- Are several years from retirement and can
pursue a long-term investment goal.
- Want to add an investment with growth
potential to diversify your other
retirement investments.
- Are willing to accept higher short-term
risk along with higher potential long-term
returns.
-4-
<PAGE> 6
PAST PERFORMANCE
The bar chart shows how the fund's total return has varied from year to year
over a ten-year period. The table shows the fund's performance over time
compared with that of the Standard & Poor's 500 Composite Stock Price Index, a
widely recognized, unmanaged index of common stock prices. This information may
help you evaluate the fund's risks and potential rewards. The fund's past
performance is not necessarily an indication of how the fund will perform in the
future.
ARE THESE THE RETURNS
REALIZED BY SEPARATE
ACCOUNT CONTRACT OWNERS
AND PARTICIPANTS?
No. These returns are
calculated for the fund. They
do not reflect insurance, sales
and administrative charges
deducted by participating
separate accounts. Inclusion of
those charges would reduce the
total returns for all periods.
WHEN WAS THE FUND
CREATED?
On January 1, 1999, the fund
acquired all of the assets and
liabilities of American
Fidelity Variable Annuity Fund
A, which was a managed separate
account.
WHAT IS THE FUND'S PAST
PERFORMANCE?
The fund treats the past
performance of its predecessor
as its own for periods before
the acquisition. The
information to the right
reflects the performance of
American Fidelity Variable
Annuity Fund A, but without any
charges at the separate account
level.
---------------------------------------------
YEAR-BY-YEAR TOTAL RETURN AS OF 12/31/EACH YEAR
[Bar Chart]
Highest Quarterly Return: 21.24%, 4th quarter 1998
Highest Quarterly Return: -11.04%, 3rd quarter 1998
---------------------------------------------
AVERAGE ANNUAL TOTAL RETURN AS OF 12/31/98
<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
--------------------------------------------------
<S> <C> <C> <C>
Fund 26.50% 21.53% 18.15%
S&P 500 Index 28.58% 24.05% 19.19%
</TABLE>
-5-
<PAGE> 7
INVESTMENT GOALS AND STRATEGIES
The fund's primary investment goal is long-term growth of capital. Its secondary
investment goal is the production of income.
To pursue these goals, the fund invests in a diversified portfolio of common
stocks. The fund may take temporary defensive positions in response to adverse
market, economic or political conditions. During these times, the fund may not
achieve its investment goals.
Two sub-advisers with different investment strategies manage the fund's
portfolio. The portfolio is normally reallocated equally between them at the
beginning of each year.
Lawrence W. Kelly & Associates, Inc. selects stocks which it expects to have
superior long-term earnings growth rates relative to the U.S. economy. Kelly's
strategy is to invest in high-quality companies with strong earnings growth,
sound fundamentals and superior product leadership. Kelly emphasizes large
capitalization issues and attempts to identify positive fundamental changes in a
company's growth rate and appreciation potential. Kelly has a long-term
investment horizon with moderate portfolio turnover. Each security is
individually reviewed on a consistent basis as to its future appreciation
prospects and suitability relative to the entire portfolio.
Todd Investment Advisors, Inc. is a value-oriented manager. It emphasizes high-
quality, large capitalization companies that are undervalued. Todd Investment
attempts to achieve average-market returns in an up market and above-market
returns in a down market. A dividend discount model is used to identify
companies with the greatest potential for price appreciation (low price to
intrinsic value). Then fundamental analysis is used to determine which companies
have a catalyst for price appreciation. A stock is considered for sale when
either its price/value ratio rises above the median for large capitalization
stocks or the company's fundamentals weaken. The portion of the fund's portfolio
managed by Todd Investment typically holds 40-50 issues, and the average annual
turnover is usually 20-40%.
-6-
<PAGE> 8
MANAGEMENT'S DISCUSSION OF FUND RESULTS
1998 RESULTS
THE U.S. EQUITY MARKET reached new all-time highs during the fourth quarter,
capping off a record setting three-year advance. The swift rise in stock prices,
following the sharp correction in the third quarter, was fueled by the strong
resilience of the U.S. economy, falling interest rates, low inflation and an
improved outlook for corporate profits. During the fourth quarter, the Federal
Reserve lowered the federal funds rate an additional .50% to 4.75% to
aggressively address the domestic and foreign liquidity crisis. However, the
underlying fundamental strength of the domestic economy combined with low
inflation continued to be the primary catalysts behind the market's historic
advance.
LAWRENCE W. KELLY & ASSOCIATES, INC., the fund's growth manager, benefited from
an outstanding year for large capitalization growth stocks in 1998. While
trailing the S&P 500 Index by a narrow margin, Kelly's performance compares
favorably to other growth stock managers. Kelly's emphasis on larger technology,
pharmaceutical, retail and financial issues was instrumental in generating
strong gains for the year and helped offset relative weakness in the portfolio's
energy holdings.
TODD INVESTMENT ADVISORS, INC., the fund's value manager, had strong investment
results in 1998. While large capitalization value stocks significantly
underperformed large capitalization growth stocks overall, the performance of
Todd Investment nearly matched the performance of the S&P 500 Index. The manager
underweighted its portfolio in deep cyclical stocks (chemicals, paper and steel)
due to the decline in commodity prices and increased its allocation in large
technology, large manufacturing and regional telephone operating companies.
-7-
<PAGE> 9
10-YEAR RESULTS
The graph below compares the initial and subsequent account values at the end of
each of the past 10 years, assuming a $10,000 initial investment on January 1,
1989 in the fund's predecessor and in the S&P 500 Index. The fund's performance
does not give effect to any charges at the separate account level. The S&P 500
Index returns assume the reinvestment of dividends but do not reflect
commissions or administrative and management costs. Past performance does not
predict future performance for the fund or the index.
[GRAPH]
-8-
<PAGE> 10
PRINCIPAL RISKS
Although stocks have a history of long-term growth, they fluctuate in price.
Prices go up or down based on changes in a company's financial condition and
results of operations as well as factors related to the economy. Such
fluctuations can be pronounced. Changes in the value of the fund's investments
will result in changes in the value of fund shares and thus the fund's total
return to investors. You could lose money directing your variable annuity
contract payments to the fund.
DUAL STRATEGY AND MARKET CYCLES. Different types of stocks (such as growth
stocks and value stocks) may shift in and out of favor depending on market and
economic conditions. As a result, the performance of the growth-stock portion of
the fund's portfolio may be higher or lower than the value-stock portion of the
fund's portfolio and vice versa. The fund's dual strategy may potentially limit
the downside risk of the fund, but it may also produce more modest gains over
the long run than a single investment strategy would.
GROWTH STOCKS. There is a risk that a stock selected for its growth potential
does not perform as expected and its price declines or does not increase.
VALUE STOCKS. A value stock may never reach what the manager believes is its
full value, or it may not have been undervalued when purchased. Large company
value stocks tend to be less volatile than smaller cap stocks because large
companies often have the resources to withstand adverse conditions; however,
they may also be slower to react to change.
FOREIGN INVESTING. Investing in foreign securities poses unique risks such as
fluctuation in currency exchange rates, market illiquidity, price volatility,
high trading costs, difficulties in settlement, regulations on stock exchanges,
limits on foreign ownership, and less stringent accounting, reporting and
disclosure requirements. In the past, equity securities of foreign markets have
had more frequent and larger price changes than those of U.S. markets. The
fund's foreign investments have typically been in the form of American
Depositary Receipts of large foreign companies, reducing somewhat the general
risks of foreign investing. ADRs generally are securities issued by a U.S. bank
to U.S. buyers as a substitute for direct ownership of a foreign security and
are traded in the U.S. markets.
YEAR 2000 ISSUES. The fund could be adversely affected if the computer systems
used by American Fidelity and the fund's other service providers do not properly
process and calculate date-related information from and after January 1, 2000.
American Fidelity has taken steps to assure that its major computer systems and
processes are capable of Year 2000 processing. It is also assessing the
readiness of third-party service providers and developing contingency plans to
assure that any problems in their systems will not materially affect American
Fidelity's operations. Companies in which the fund invests could also be
affected by Year 2000 problems, but the fund is unable to predict the impact on
the fund. Computer systems failure of American Fidelity, a fund sub-adviser or
other service providers could impair fund services and have a negative impact on
the fund's operations and returns.
-9-
<PAGE> 11
THE FUND'S MANAGEMENT
AMERICAN FIDELITY ASSURANCE COMPANY, 2000 N. Classen Boulevard, Oklahoma City,
OK 73106, is the fund's investment adviser. American Fidelity is an Oklahoma
stock life insurance company and is registered as an investment adviser under
the Investment Advisers Act of 1940. It was the investment adviser of the fund's
predecessor from 1968 through 1998.
American Fidelity has engaged two sub-advisers to manage the fund's investment
portfolio. The board of directors of the fund reviews and must approve the sub-
adviser selections. American Fidelity is responsible for running all of the
operations of the fund, except for those subcontracted to the fund's
sub-advisers, custodian and pricing service. The fund pays American Fidelity an
annual management and investment advisory fee of 0.50% of the average daily net
assets of the fund. Out of this fee, American Fidelity pays each sub-adviser a
fee for its services.
The fund's sub-advisers make the day-to-day decisions to buy and sell securities
for the fund. Each manages a portion of the fund's portfolio using its own
investment strategy to achieve the fund's investment goals.
LAWRENCE W. KELLY & ASSOCIATES, INC., 200 South Los Robles Avenue, Suite 510,
Pasadena, CA 91101, had $1.6 billion of assets under management as of December
31, 1998. Kelly has provided investment advice since 1985 to American Fidelity
in the management of its investments, including those held by the fund's
predecessor. Kelly has been a sub-adviser to the fund and its predecessor since
the last quarter 1995.
Lawrence W. Kelly has primary responsibility for the day-to-day management of
the portion of the fund portfolio managed by Kelly. He has 32 years of
experience as an investment adviser and founded Kelly in 1985.
TODD INVESTMENT ADVISORS, INC., 101 South Fifth Street, Suite 3160, Louisville,
KY 40202, had $3.1 billion of assets under management as of December 31, 1998.
Todd Investment has been a sub-adviser to the fund and its predecessor since the
last quarter 1995.
Robert P. Bordogna has primary responsibility for the day-to-day management of
the portion of the fund portfolio managed by Todd Investment. He has 30 years of
experience as an investment adviser and has been with Todd Investment since
1980.
-10-
<PAGE> 12
FUND OPERATIONS
BUYING AND SELLING SHARES
You cannot buy shares of the fund directly. You may invest indirectly in the
fund through your purchase of a variable annuity contract or your participation
in a variable annuity contract offered through your employer's retirement plan.
The contracts are issued by insurance company separate accounts, which buy fund
shares based on the instructions they receive from contract owners.
To meet various obligations under the contracts, the separate accounts may sell
fund shares to generate cash. For example, a separate account may sell fund
shares and use the proceeds to pay a contract owner or participant who has
requested a partial withdrawal or cancelled a contract.
PRICING SHARES
The fund's net asset value per share (NAV) is determined once daily as of the
close of regular trading on the New York Stock Exchange, currently 4:00 o'clock
p.m. Eastern time, on each day American Fidelity is open for business. American
Fidelity is scheduled to be open Monday through Friday throughout the year,
except for the following holidays: New Year's Day, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and the immediately following Friday, and
Christmas Day. On any day when American Fidelity is open for business and the
New York Stock Exchange is not (presently Martin Luther King, Jr. Day,
Washington's Birthday and Good Friday), the fund values its portfolio securities
using the same prices included in the last determined NAV.
The fund calculates NAV by dividing the total value of its net assets by the
number of its shares outstanding. Investing separate accounts purchase shares at
the NAV next determined after American Fidelity receives a purchase or sale
order in proper form.
The fund's investments are valued based on market value, or where market
quotations are not readily available, based on fair value as determined in good
faith by the fund's board. Short-term debt securities having remaining
maturities of less than one year are valued by the amortized cost method, which
approximates market value.
-11-
<PAGE> 13
DISTRIBUTIONS AND TAXES
DIVIDENDS AND OTHER DISTRIBUTIONS
The fund intends to distribute to its shareholders substantially all of its net
investment income and capital gains. The fund pays dividends annually and
reinvests the proceeds in additional fund shares at NAV. Distributions of any
net realized capital gains are made at least annually.
TAX INFORMATION
Because you do not own shares of the fund directly, your tax situation is not
likely to affected by the fund's distributions. The separate account in which
you own or participate in a variable annuity contract, as the owner of the
fund's shares, may be affected.
The fund's distributions may be taxed as ordinary income or capital gains (which
may be taxable at different rates depending on the length of time the fund holds
its assets). The fund's distributions may be subject to federal income tax
whether distributions are reinvested in fund shares or received as cash.
-12-
<PAGE> 14
FINANCIAL HIGHLIGHTS
On January 1, 1999, the fund acquired the investment portfolio of American
Fidelity Variable Annuity Fund A, which was a managed separate account. The
information below relates to American Fidelity Variable Annuity Fund A and is
derived from its financial statements. Such financial statements were audited by
KPMG LLP, whose report, along with the financial statements, are included in the
SAI.
The financial highlights table is intended to help you understand the financial
performance of the fund's predecessor for the past five years. Certain
information reflects financial results for a single Accumulation Unit of
American Fidelity Variable Annuity Fund A. Total returns in the table reflect
the insurance, sales and administrative charges which were deducted by American
Fidelity Variable Annuity Fund A.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------------------
1998 1997 1996 1995(A) 1994
-------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Accumulation Unit value,
beginning of period $ 19.463 $ 15.339 $12.199 $ 9.094 $ 9.709
-------- -------- ------- ------- -------
Net investment income 0.023 0.071 0.094 0.080 0.091
Net realized and unrealized gain
(loss) on securities 4.847 4.053 3.046 3.025 (0.706)
-------- -------- ------- ------- -------
Total from investment operations 4.870 4.124 3.140 3.105 0.615
-------- -------- ------- ------- -------
Accumulation Unit value,
end of period $ 24.333 $ 19.463 $15.339 $12.199 $ 9.094
======== ======== ======= ======= =======
Total return 25.02% 26.89% 25.74% 34.14% (6.33%)
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end of period
(000's omitted) $184,548 $137,091 $98,829 $73,153 $51,066
Ratio of expenses to
average net assets 1.46% 1.46% 1.38% 1.29% 1.28%
Ratio of net income to average net
assets 0.11% 0.40% 0.69% 0.75% 0.98%
Portfolio turnover rate 40.10% 26.60% 36.90% 66.10% 43.50%
</TABLE>
- - ------------------------------------------
(a) Investment management by the fund's two sub-advisers commenced October 2,
1995.
-13-
<PAGE> 15
FOR MORE INFORMATION
To obtain information:
- - ------------------------------------------------------
BY TELEPHONE
Call 1-800-662-1106
BY MAIL Write to:
American Fidelity
Dual Strategy Fund, Inc.
P. O. Box 25520
Oklahoma City, OK 73125-0520
BY E-MAIL Send your request to:
[email protected]
ON THE INTERNET Text-only versions of fund documents can be viewed online or
downloaded from the SEC's web site: http://www.sec.gov
You may also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 1-800-SEC- 0330) or by sending your request and a
duplicating fee to the SEC's Public Reference Section, Washington, DC
20549-6009.
More information on the fund is available free upon request, including the
following:
ANNUAL/SEMIANNUAL REPORT
Additional information about the fund's investments is available in the annual
and semiannual reports to shareholders. In the annual report, you will find a
discussion of market conditions that significantly affected the fund's
performance in the prior year.
STATEMENT OF ADDITIONAL INFORMATION
(SAI)
The SAI provides more details about the fund and its policies. A current SAI is
on file with the Securities and Exchange Commission (SEC) and is incorporated by
reference into (is legally a part of) this prospectus.
SEC FILE NUMBER: 811-8873
AMERICAN FIDELITY
DUAL STRATEGY FUND, INC.
-14-
<PAGE> 16
AMERICAN FIDELITY
DUAL STRATEGY FUND, INC.
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1999
[LOGO TO COME]
<PAGE> 17
AMERICAN FIDELITY DUAL STRATEGY FUND, INC.
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1999
This Statement of Additional Information is not a prospectus, but it relates to
the Prospectus of American Fidelity Dual Strategy Fund, Inc. dated May 1, 1999.
You may get a free copy of the Prospectus or the Fund's most recent annual and
semi-annual reports by writing to the Fund at the following address or calling
the number listed below:
American Fidelity Dual Strategy Fund, Inc.
P.O. Box 25520
Oklahoma City, Oklahoma 73125-0520
1-800-662-1106
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INTRODUCTION................................................ B-2
INVESTMENT GOALS AND POLICIES............................... B-2
MANAGEMENT.................................................. B-5
INVESTMENT ADVISORY AND OTHER SERVICES...................... B-6
PORTFOLIO TRANSACTIONS...................................... B-8
CAPITAL STOCK............................................... B-9
FEDERAL TAX MATTERS......................................... B-10
CALCULATION OF PERFORMANCE DATA............................. B-12
CUSTODIAN, INDEPENDENT ACCOUNTANTS AND COUNSEL.............. B-14
FINANCIAL STATEMENTS........................................ B-14
</TABLE>
<PAGE> 18
INTRODUCTION
American Fidelity Dual Strategy Fund, Inc. is an open-end, diversified,
management investment company established as a Maryland corporation on March 18,
1998. The Fund is the successor to American Fidelity Variable Annuity Fund A
("Variable Annuity Fund A"), which was a separate account of American Fidelity
Assurance Company (the "Company") that managed its own investment portfolio.
Variable Annuity Fund A was converted from a management investment company into
a unit investment trust ("Separate Account A") effective January 1, 1999, and
the assets of Variable Annuity Fund A were transferred intact to the Fund in
exchange for shares of the Fund.
Shares of the Fund are offered only to variable annuity separate accounts
established by insurance companies to fund variable annuity contracts.
The Company serves as the Fund's investment adviser. The Company has engaged
Lawrence W. Kelly & Associates, Inc. ("Kelly") and Todd Investment Advisors,
Inc. ("Todd Investment") to serve as sub-advisers (together, the "Sub-Advisers")
to the Fund and provide day-to-day portfolio management for the Fund.
INVESTMENT GOALS AND POLICIES
INVESTMENT GOALS
The Fund's primary investment goal is long-term capital growth. Its secondary
investment goal is the production of income.
FUND POLICIES
The Fund has adopted the fundamental policies listed below. These policies
cannot be changed without approval by the holders of a "majority of the
outstanding voting securities" of the Fund. "Majority of the outstanding voting
securities" under the Investment Company Act of 1940, as amended (the "1940
Act"), and as used in this Statement of Additional Information and the
Prospectus, means the lesser of (i) 67% or more of the outstanding voting
securities of the Fund present at a meeting, if the holders of more than 50% of
the outstanding voting securities of the Fund are present or represented by
proxy, or (ii) more than 50% of the outstanding voting securities of the Fund.
(1) Not more than 5% of the value of the Fund's assets will be
invested in securities of any one issuer, except obligations of the U.S.
Government and instrumentalities thereof.
(2) Not more than 10% of the voting securities of any one issuer will
be acquired.
B-2
<PAGE> 19
(3) Not more than 25% of the value of the Fund's assets will be
invested in any one industry.
(4) No borrowings will be made except that the right is reserved to
borrow from banks for emergency purposes, provided that such borrowings do
not exceed 5% of the value of the assets of the Fund and that there always
will be asset coverage of at least 300% for all outstanding borrowings of
the Fund.
(5) The Fund will not act as an underwriter of securities of other
issuers, except to the extent that the Fund might be construed to be a
statutory underwriter by virtue of its investment in restricted securities.
(6) Not more than 10% of the value of the assets of the Fund may be
invested in real estate (including shares of real estate investment
trusts), securities for which there is no established market, or securities
(including bonds, notes or other evidences of indebtedness) which are not
readily marketable without registration under Federal or state securities
laws.
(7) No purchase of commodities or commodity contracts will be
effected.
(8) The Fund may not engage in the purchase or sale of puts, calls or
other options or in writing such options.
(9) Loans will not be made except through the acquisition of bonds,
debentures or other evidences of indebtedness of a type customarily
purchased by institutional investors, whether or not publicly distributed.
(10) Investment will not be made in the securities of a company for
the purpose of exercising management or control.
(11) Although it is not intended that investments be made in
securities of other investment companies, the Fund may make such
investments up to a maximum of 10% of its assets, provided that not more
than 3% of the total outstanding voting stock of any one investment company
may be held.
(12) Investments in repurchase agreements will be limited to the top
thirty-five U.S. banks, by deposits, that are rated at least "B/C" by
Keefe, Bruyette, Woods, a national bank rating agency, or a comparable
rating from a similar bank rating service. Additionally, there must be an
appropriate amount of excess collateralization depending upon the length of
the agreement, to protect against downward market fluctuation and the Fund
must take delivery of the collateral. The market value of the securities
held as collateral will be valued daily. In the event the market value of
the collateral falls below the repurchase price, the bank issuing the
repurchase agreement will be required to provide additional collateral
sufficient to cover the repurchase price.
(13) Short sales of securities will not be made.
B-3
<PAGE> 20
(14) Purchases will not be made on margin, except for such short-term
credits as are necessary for the clearance of transactions.
(15) Investments in high-yield or non-investment grade bonds will not
be made.
(16) Investments in the equity securities of foreign issuers will be
limited to American Depositary Receipts ("ADRs"), other depository receipts
or ordinary shares if U.S. dollar denominated and publicly traded in the
United States. Not more than 35% of the Fund's assets will be invested in
foreign issuers. In addition, not more than 20% of the Fund's assets will
be invested in issuers of any one foreign country.
If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage resulting from a change in the value of
assets will not constitute a violation of that restriction.
The Fund has also adopted the following non-fundamental investment policies:
(1) The Fund should generally conform to the issuer guidelines noted
below with exceptions noted at the time of recommendation and variances
reviewed annually:
(a) $150,000,000 or more in assets,
(b) Operational for at least 10 years, and
(c) $50,000,000 or more in stockholders' equity.
(2) Although the Fund does not intend to engage to a large extent in
short-term trading, it may make investments for the purpose of seeking
short-term capital appreciation.
(3) The Fund will not invest in the securities of tobacco-producing
companies.
TEMPORARY INVESTMENTS
A Sub-Adviser may determine that pursuing its investment strategy is
inconsistent with the best interest of the Fund's shareholders as a result of
current market and economic conditions. In this case, for temporary defensive
purposes, the Fund may invest its assets in securities which are a direct
obligation or guaranteed by the United States government, bonds, notes or other
evidences of indebtedness, issued publicly or privately, of a type customarily
purchased for investment by institutional investors. Such nongovernmental
investments may be convertible into stock or may be accompanied by options or
warrants for the purchase of stock.
B-4
<PAGE> 21
MANAGEMENT
The following information supplements and should be read in conjunction with the
section in the Fund's Prospectus captioned "The Fund's Management."
DIRECTORS AND OFFICERS
The Fund's board of directors is responsible for overseeing the management of
the Fund, including the establishment and supervision of the Fund's investment
goals and policies, reviewing and approving the Fund's contracts and other
arrangements, and monitoring the Fund's performance and operations. The officers
of the Fund supervise daily business operations.
Information about each director and officer of the Fund follows:
<TABLE>
<CAPTION>
POSITION(S) HELD PRINCIPAL OCCUPATION(S)
WITH FUND DURING PAST 5 YEARS
------------- -----------------------
<S> <C> <C>
John W. Rex, 65 Chairman of the Board, Director (1982 to present), President and Chief
2000 N. Classen Boulevard President and Operating Officer (1992 to present), and
Oklahoma City, OK 73106 Treasurer(1) Treasurer (1972 to 1995) of the Company;
Director (1982 to present), Executive Vice
President (1990 to present) and Treasurer (1972
to 1995) of American Fidelity Corporation
Daniel D. Adams, Jr., 56 Director and Vice President and Investment Officer of the
2000 N. Classen Boulevard Secretary(1) Company and American Fidelity Corporation
Oklahoma City, OK 73106
Jean G. Gumerson, 76 Director President and Chief Executive Officer,
711 Stanton L. Young Blvd., Presbyterian Health Foundation
Suite 604
Oklahoma City, OK 73104
Edward C. Joullian, III, 69 Director(1) Chairman of the Board of Directors and Chief
2000 Classen Center, 800 East Executive Officer, Mustang Fuel Corporation;
Oklahoma City, OK 73106 Director, Fleming Companies, Inc.; Director,
The LTV Corporation; Director of the Company
and American Fidelity Corporation
Gregory M. Love, 37 Director President and Chief Operating Officer (1995 to
10601 N. Pennsylvania Avenue present), Vice President -- Real Estate and
Oklahoma City, OK 73120 Development (1990 to 1995) of Love's Country
Stores, Inc.; Director, Affiliated Food Stores,
Inc.
J. Dean Robertson, D.D.S., Director Private practice in pediatric dentistry;
M.Ed., 81 Professor Emeritus, University of Oklahoma,
5222 North Portland College of Dentistry
Oklahoma City, OK 73112
G. Rainey Williams, Jr., 38 Director President, Pinnacle Asset Management, Inc.
6301 N. Western (1996 to present); Managing Partner, Marco
Suite 200 Capital Group (1988 to 1996); Director, Mustang
Oklahoma City, OK 73118 Fuel Corporation.
</TABLE>
- - ---------------
* As of May 1, 1999.
(1) "Interested person" of the Fund under Section 2(a)(19) of the 1940 Act.
B-5
<PAGE> 22
Until January 1, 1999, all members of the Board of Directors were members of the
Board of Managers of the Fund's predecessor, Variable Annuity Fund A.
No officer or director of the Fund or the Company receives any remuneration from
the Fund. Members of the Fund's Board of Directors who are not employees of the
Company receive a fee, paid by the Company, of $500 for each meeting attended.
CONTROL PERSONS
A shareholder that owns more than 25% of the Fund's voting securities may be
deemed to be a "control person," as defined in the 1940 Act, of the Fund. The
Company is the sole shareholder of record of the Fund. The only person known by
the Fund to own beneficially 5% or more of the Fund's shares is American
Fidelity Companies Employee Savings Plan Trust (8.14% as of February 15, 1999).
Its address is 2000 N. Classen Boulevard, Oklahoma City, Oklahoma 73106. The
only officers and directors of the Fund who beneficially own shares of the Fund
are Messrs. Rex and Adams. They are participants in the Trust and therefore
beneficially own Fund shares. Their beneficial ownership percentage, together,
as of February 15, 1999, was less than 1%.
INVESTMENT ADVISORY AND OTHER SERVICES
The following information supplements and should be read in conjunction with the
section in the Fund's Prospectus captioned "The Fund's Management."
INVESTMENT ADVISER
The Company provides management services and serves as the investment adviser to
the Fund pursuant to a Management and Investment Advisory Agreement. Under this
Agreement, the Company assumes overall responsibility, subject to the
supervision of the Board of Directors, for administering all operations of the
Fund, including monitoring and evaluating the management of the Fund's portfolio
by the Sub-Advisers on an ongoing basis. The Company provides or arranges for
the provision of the overall business management and administrative services
necessary for the Fund's operations. The Company is also responsible for
overseeing the Fund's compliance with the requirements of applicable law and
conformity with the Fund's investment goals and policies, including oversight of
the Sub-Advisers.
For its services to the Fund, the Company receives an annual management and
investment advisory fee of 0.50% of the average daily net assets of the Fund.
The Company supplies or pays for occupancy and office rental, clerical and
bookkeeping, accounting, stationery, supplies, the expenses of printing and
distributing any prospectuses, reports or sales literature in connection with
the sale of Fund shares, salaries and other compensation of the Fund's directors
and officers, costs of shareholder reports and meetings, costs of any
independent pricing service, the cost of any advertising, the Sub-Advisers'
fees, custodian fees, legal and auditing fees,
B-6
<PAGE> 23
registration and filing fees, and all ordinary expenses incurred in the ordinary
course of business.
The Company received investment and advisory fees from Variable Annuity Fund A,
the Fund's predecessor, of $353,000 in 1996, $598,100 in 1997 and $793,700 in
1998 pursuant to a management and investment advisory agreement having the same
fee arrangement as the Agreement with the Fund from and after July 1, 1996
(previously provided for an annual fee of .325% of average daily net assets).
The Management and Investment Advisory Agreement was approved for the Fund by
the Board of Directors, including a majority of the directors who are not
"interested persons," as defined in the 1940 Act, on September 18, 1998 and by
the Fund's sole shareholder on December 22, 1998. The Agreement will remain in
effect from year to year, provided that it will not continue for more than two
years unless such continuance is approved at least annually by the Fund's Board
of Directors, including a majority of the members of the Board of Directors who
are not interested persons by vote cast in person at a meeting called for the
purpose of voting on such approval. The Agreement is terminable without penalty,
on 60 days' notice, by the Fund's Board of Directors or by the vote of the
holders of a majority of the Fund's shares. The Company may not terminate the
Agreement without the approval of a new investment advisory agreement by a
majority of the Fund's shares. The Agreement will terminate automatically in the
event of its "assignment," as defined in the 1940 Act.
American Fidelity Corporation is the parent of the Company. American Fidelity
Corporation is itself controlled by Cameron Enterprises, A Limited Partnership
("CELP"), a family investment partnership. In accordance with the CELP
partnership agreement, management of CELP is vested in five managing general
partners: William M. Cameron, a director and Chairman and Chief Executive
Officer of the Company, William E. Durrett, a director and Senior Chairman of
the Company, Edward C. Joullian, III., a director of the Company, John W. Rex, a
director and President and Chief Operating Officer of the Company, and Theodore
M. Elam.
SUB-ADVISERS
The Company has contracted with the Sub-Advisers to provide day-to-day portfolio
investment management services to the Fund. The fees of the Sub-Advisers are
paid by the Company. Kelly receives an annual fee of .30% of Fund assets under
its management. Todd Investment receives an annual fee of .38% of Fund assets
under its management or $50,000, whichever is greater. The Sub-Advisers' fees
are payable quarterly and, when based on Fund assets, are calculated on the
value of Fund assets on the last trading day of each calendar quarter.
Kelly and Todd served as investment sub-advisers to Variable Annuity Fund A, the
Fund's predecessor, from October 1995 to December 31, 1998 when they became
sub-advisers to the Fund. Pursuant to the Variable Annuity Fund A sub-advisory
agreements which contained the same fee arrangements as are in the Sub-Advisers'
Agreements with respect to the Fund, in 1996, 1997 and 1998, the Company paid
B-7
<PAGE> 24
Kelly $131,000, $182,050 and $246,200, respectively, and Todd Investment
$165,300, $234,600 and $315,500, respectively.
The Investment Sub-Advisory Agreement for each of the Sub-Advisers was approved
for the Fund by the Board of Directors, including a majority of the directors
who are not "interested persons," as defined in the 1940 Act, on September 18,
1998 and by the sole shareholder of the Fund on December 22, 1998. Each
Agreement will remain in effect from year to year provided such continuance is
approved at least annually by the Fund's Board of Directors, including a
majority of the members of the Board of Directors who are not interested persons
by vote cast in person at a meeting called for the purpose of voting on such
approval. Each Agreement is terminable without penalty, on 30 days' notice, by
the Company, the Fund's Board of Directors or by the vote of the holders of a
majority of the Fund's shares or, upon 30 days' notice, by the Sub-Adviser. Each
Agreement will terminate automatically in the event of its "assignment," as
defined in the 1940 Act.
Lawrence W. Kelly and his wife, Janice M. Kelly, are the principal shareholders
of Kelly, each holding 48.8% of Kelly's outstanding stock. Todd Investment is a
wholly-owned subsidiary of Stifel Asset Management Corp., which is a
wholly-owned subsidiary of Stifel Financial Corporation.
PORTFOLIO TRANSACTIONS
Each of Sub-Advisers is responsible for decisions to buy and sell securities for
the Fund, the selection of brokers to effect transactions and the negotiation of
brokerage commissions, in each case with respect to Fund securities under its
management. Neither Sub-Adviser nor any of their respective affiliates may act
as a broker for Fund securities transactions.
In selecting a broker to execute portfolio transactions, Kelly's objective is to
obtain the best execution, while at the same time obtaining research used to
service its clients. The selection of a broker takes into account the quality of
brokerage services, including such factors as execution capability, financial
stability and clearance and settlement capability. Research furnished by brokers
may be used in serving any or all of Kelly's clients, including clients which
have not paid commissions to the broker providing the research. Kelly evaluates
the reasonableness of brokerage commissions on an on-going basis in light of the
general level of commissions being paid from time to time and the value of
research services received. In order to obtain lower commission rates for
clients, Kelly engages from time to time in block trades, i.e., grouping orders
with a single broker. Accounts involved in such transactions receive the average
executed price, except that brokers may charge smaller accounts a minimum
commission resulting in smaller accounts paying slightly more in commissions per
share than larger accounts.
B-8
<PAGE> 25
In selecting brokers to effect portfolio transactions, Todd Investment uses its
best efforts to obtain for its clients the most favorable price and execution
available except to the extent that it determines that clients should pay a
higher brokerage commission for brokerage and research services. In evaluating
the overall reasonableness of brokerage commissions paid, Todd Investment
reviews the type and quality of the execution services rendered and the quantity
and nature of the portfolio transactions effected and compares generally the
commissions paid to brokers with the commissions believed to be charged by other
brokers for effecting similar transactions as well as with commissions generally
charged by brokers prior to the introduction of negotiated commission rates. In
addition, it takes into account the quality and usefulness of the brokerage and
research services, if any, that may be furnished by such brokers. Research
services provided by brokers may be used by Todd Investment in advising all of
its clients and not all such services may be used by the clients which paid the
commissions. Conversely, however, a client of Todd Investment may benefit from
research services provided by brokers whose commissions are paid by other
clients. As a result, Todd Investment may cause clients to pay a broker which
provides brokerage and research services to Todd Investment a higher brokerage
commission than would have been charged by another broker which was not
providing such services.
Research services provided by brokers may include research reports on companies,
industries and securities; economic and financial data, including reports on
macro-economic trends and monetary and fiscal policy; financial publications;
computer data bases; quotation equipment and services; and research-oriented
computer hardware, software and services.
For the years 1996, 1997 and 1998, the Fund's predecessor, Variable Annuity Fund
A, paid brokerage commissions of $87,100, $90,500 and $152,900.
CAPITAL STOCK
Each issued and outstanding share of the Fund is entitled to participate equally
in dividends and distributions declared for the Fund's stock and, upon
liquidation or dissolution, in the Fund's net assets remaining after
satisfaction of outstanding liabilities. The outstanding shares of the Fund are
fully paid and non-assessable and have no preemptive or conversion rights.
Under normal circumstances, subject to the reservation of rights explained
below, the Fund will redeem shares in cash within seven days. However, the right
of a shareholder to redeem shares and the date of payment by the Fund may be
suspended for more than seven days for any period during which the New York
Stock Exchange is closed, other than customary weekends or holidays, or when
trading on such Exchange is restricted as determined by the SEC; or during any
emergency, as determined by the SEC, as a result of which it is not reasonably
practicable for the Fund to dispose of securities owned by it or fairly to
determine the value of its net assets; or for such other period as the SEC may
by order permit for the protection of shareholders.
B-9
<PAGE> 26
Under Maryland law, the Fund is not required to hold annual shareholder meetings
and does not intend to do so. At any special meeting, shareholders present or
represented by proxy at the meeting are entitled to one vote for each share
held.
FEDERAL TAX MATTERS
The following information supplements and should be read in conjunction with the
section in the Fund's Prospectus captioned "Distributions and Taxes."
The Fund intends to qualify and to continue to qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to qualify for that treatment, the Fund must distribute to its
shareholders for each taxable year at least 90% of its investment company
taxable income, consisting of net investment income, net short-term capital gain
and net gains from certain foreign currency transactions.
SOURCES OF GROSS INCOME
To qualify for treatment as a regulated investment company, the Fund must also,
among other things, derive its income from certain sources. Specifically, in
each taxable year, the Fund must generally derive at least 90% of its gross
income from dividends, interest, payments with respect to securities loans,
gains from the sale or other disposition of securities or foreign currencies, or
other income derived with respect to its business of investing in securities, or
foreign currencies.
DIVERSIFICATION OF ASSETS
To qualify for treatment as a regulated investment company, the Fund must also
satisfy certain requirements with respect to the diversification of its assets.
The Fund must have, at the close of each quarter of the Fund's taxable year, at
least 50% of the value of its total assets represented by cash, cash items,
United States Government securities, securities of other regulated investment
companies, and other securities which, in respect of any one issuer, do not
exceed 5% of the value of the Fund's total assets and that do not represent more
than 10% of the outstanding voting securities of the issuer. In addition, not
more than 25% of the value of the Fund's total assets may be invested in
securities (other than United States Government securities or the securities of
other regulated investment companies) of any one issuer, or of two or more
issuers which the Fund controls and which are engaged in the same or similar
trades or businesses or related trades or businesses. The Fund's investments in
U.S. Government securities are not subject to these limitations. The foregoing
diversification requirements are in addition to those imposed by the 1940 Act.
Because the Fund is established as an investment medium for variable annuity
contracts, Section 817(h) of the Code imposes additional diversification
requirements on the Fund. These requirements, which are in addition to the
B-10
<PAGE> 27
diversification requirements mentioned above, place certain limitations on the
proportion of the Fund's assets that may be represented by any single
investment. In general, no more than 55% of the value of the assets of the Fund
may be represented by any one investment; no more than 70% by any two
investments; no more than 80% by any three investments; and no more than 90% by
any four investments. For these purposes, all securities of the same issuer are
treated as a single investment and each United States government agency or
instrumentality is treated as a separate issuer.
ADDITIONAL TAX CONSIDERATIONS
As a regulated investment company, the Fund will not be subject to U.S. federal
income tax on its investment company taxable income and net capital gains (the
excess of net long-term capital gains over net short-term losses), if any, that
it distributes to shareholders. The Fund intends to distribute to its
shareholders, at least annually, substantially all of its investment company
taxable income and net gains. Amounts not distributed on a timely basis in
accordance with a calendar year distribution requirement are subject to a
nondeductible 4% excise tax. To prevent imposition of the excise tax, the Fund
must distribute during each calendar year an amount equal to the sum of (1) at
least 98% of its ordinary income (not taking into account any capital gains or
losses) for the calendar year; (2) at least 98% of its capital gains in excess
of its capital losses (adjusted for certain ordinary losses, as prescribed by
the Code) for the one-year period ending on October 31 of the calendar year; and
(3) any ordinary income and capital gains for previous years that were not
distributed during those years. A distribution will be treated as paid on
December 31 of the current calendar year if it is declared by the Fund in
October, November or December with a record date in such a month and paid by the
Fund during January of the following calendar year. Such distributions will be
taxable to shareholders in the calendar year in which the distributions are
declared, rather than the calendar year in which the distributions are received.
To prevent application of the excise tax, the Fund intends to make its
distributions in accordance with the calendar year distribution requirement.
If the Fund fails to qualify as a regulated investment company, owners of
variable annuity contracts based on the Fund might be taxed currently on the
investment earnings under their contracts and thereby lose the benefit of tax
deferral, and the Fund might incur additional taxes. In addition, if the Fund
failed to qualify as a regulated investment company, or if the Fund failed to
comply with the diversification requirements of Section 817(h) of the Code,
owners of contracts based on the Fund would be taxed on the investment earnings
under their contracts and thereby lose the benefit of tax deferral.
DISTRIBUTIONS
Dividends paid out of the Fund's investment company taxable income will be
taxable to a U.S. shareholder as ordinary income. Distributions of net capital
gains, if any, designated as capital gain dividends are taxable as long-term
capital gains, regardless of how long the shareholder has held the Fund's
shares, and are not eligible for the
B-11
<PAGE> 28
dividends-received deduction. Shareholders receiving distributions in the form
of additional shares, rather than cash, generally will have a cost basis in each
such share equal to the net asset value of a share of the Fund on the
reinvestment date. Shareholders will be notified annually as to the U.S. federal
tax status of distributions.
OTHER TAXATION
The Fund is organized as a Maryland corporation and, under current law, the Fund
is not liable for any income or franchise tax in the State of Maryland, provided
that the Fund continues to qualify as a regulated investment company under
Subchapter M of the Code.
TAXATION OF VARIABLE ANNUITY CONTRACTS
For a discussion of tax consequences of variable annuity contracts, you should
refer to the accompanying separate account prospectus.
Variable annuity contracts purchased through insurance company separate accounts
provide for the accumulation of all earnings from interest, dividends and
capital appreciation without current federal income tax liability to the owner.
Depending on the variable annuity contract, distributions from the contract may
be subject to ordinary income tax and a 10% penalty tax on distributions before
age 59 1/2. Investors should consult with competent tax advisors for a more
complete discussion of possible tax consequences in a particular situation.
The foregoing is a general and abbreviated summary of the applicable provisions
of the Code and Treasury Regulations currently in effect. It is not intended to
be a complete explanation or a substitute for consultation with individual tax
advisers. For the complete provisions, reference should be made to the pertinent
Code sections and the Treasury Regulations promulgated thereunder. The Code and
Regulations are subject to change.
PERFORMANCE DATA
The following information supplements and should be read in conjunction with the
section in the Fund's Prospectus captioned "Past Performance."
From time to time, the Fund may include quotations of its performance in
advertisements, shareholder reports or sales literature, if accompanied by the
performance of your separate account.
The Fund's total return for the twelve months ended December 31, 1998 and
average annual total returns over the five and ten year periods ended December
31, 1998 were 26.50%, 21.53% and 18.15%, respectively. Average annual total
return quotations are computed by finding the average annual compounded rates of
return
B-12
<PAGE> 29
over one, five and ten year periods that would equate the initial amount
invested to the ending redeemable value, according to the following formula:
P(1+T)(n)=ERV
Where:
P = a hypothetical initial investment of $1,000
T = average annual total return
n = number of years
ERV= ending redeemable value of a hypothetical $1,000 investment made
at the beginning of the one, five or ten-year period.
The Fund may also disclose cumulative total returns in conjunction with the
standardized returns described above. The Fund's cumulative total returns for
the one, five and ten year time periods ended December 31, 1998 were 26.50%,
165.06% and 429.88%, respectively. Total return is calculated by subtracting the
initial investment from the value at the end of the period, and dividing the
result by the initial investment.
Any performance data quoted for the Fund will represent historical performance
and should not be considered representative of the performance of the Fund in
the future. The investment return and principal value of an investment will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than original cost.
As the successor to Variable Annuity Fund A, the Fund treats the historical
performance data of Variable Annuity Fund A as its own for periods prior to
January 1, 1999. In computing returns for these periods, the Fund deducts only
the type of charge currently imposed by the Fund (i.e., the management and
investment advisory fee). The Fund's performance data, both before January 1,
1999 and from that date forward, do not reflect any sales, insurance or other
charges imposed under the annuity contracts supported by the Fund. These factors
and possible differences in the methods used to calculate total return should be
considered when comparing the total return of the Fund to total returns
published for other investment companies or other investment vehicles.
In communicating with current or prospective shareholders, the Fund may also
compare its performance to the performance of
- - - other mutual funds tracked by mutual fund rating services,
- - - various indices and
- - - investments for which reliable performance data are available.
The performance figures of unmanaged indices may assume reinvestment of
dividends but generally do not reflect deductions for commissions or
administrative and management costs. The performance of the Fund may be compared
to averages, performance rankings or other information prepared by recognized
mutual fund
B-13
<PAGE> 30
statistical services. Evaluations of the Fund's performance made by independent
sources may also be used in advertisements concerning the Fund.
CUSTODIAN, INDEPENDENT ACCOUNTANTS AND COUNSEL
InvesTrust, N.A., 6301 N. Western, Suite 210, Oklahoma City, Oklahoma 73118,
holds cash, securities and other assets of the Fund as required by the 1940 Act.
Under its agreement with the Fund, InvesTrust, N.A., which is an indirect
subsidiary of American Fidelity Corporation, holds the Fund's portfolio
securities and keeps all necessary accounts and records. As compensation for its
services as custodian, InvesTrust receives a monthly fee of $2.50 for each
depository-eligible issue ($6.00 for each non-eligible issue), transaction fees
ranging from $18.00 to $100.00 per transaction for depository-eligible issues
($34.00 to $100.00 for physical issues), a $10.00 fee for each wire transfer,
and an annual fee of $950.
This Statement of Additional Information contains financial statements for the
Fund's predecessor, Variable Annuity Fund A. KPMG LLP, 700 Oklahoma Tower, 210
Park Avenue, Oklahoma City, Oklahoma, 73102 serves as independent public
accountants for the Fund.
McAfee & Taft A Professional Corporation, Two Leadership Square, Tenth Floor,
Oklahoma City, Oklahoma 73102, serves as counsel to the Fund.
FINANCIAL STATEMENTS
The following financial statements appear hereafter:
AMERICAN FIDELITY VARIABLE ANNUITY FUND A
Independent Auditor's Report
Statements of Assets and Liabilities as of December 31, 1998
and 1997
Statements of Operations for the Years Ended December 31, 1998
and 1997
Statements of Changes in Net Assets for the Years Ended
December 31, 1998 and 1997
Schedule of Portfolio Investments as of December 31, 1998
Financial Highlights for the Five Years Ended December 31, 1998
Notes to Financial Statements
[to be filed by amendment]
B-14
<PAGE> 31
PART C
OTHER INFORMATION
ITEM 23 -- EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
- - -------
<S> <C> <C>
a - Articles of Incorporation of Registrant. Incorporated herein
by reference to Exhibit 1 to Registrant's registration
statement on Form N-1A filed on July 16, 1998.
b - Bylaws of Registrant. Incorporated herein by reference to
Exhibit 2 to Registrant's registration statement on Form
N-1A filed on July 16, 1998.
c - Not applicable.
d.1 - Management and Investment Advisory Agreement dated December
22, 1998 between Registrant and American Fidelity Assurance
Company (the "Company"). Incorporated herein by reference to
Exhibit 5.1 to Post-Effective Amendment No. 1 to Registrant's
registration statement on Form N-1A filed on January 8, 1999.
d.2 - Investment Sub-Advisory Agreement dated December 8, 1998
between the Company and Lawrence W. Kelly & Associates, Inc.
Incorporated herein by reference to Exhibit 5.2 to
Post-Effective Amendment No. 1 to Registrant's registration
statement on Form N-1A filed on January 8, 1999.
d.3 - Investment Sub-Advisory Agreement dated December 3, 1998
between the Company and Todd Investment Advisors, Inc.
Incorporated herein by reference to Exhibit 5.3 to
Post-Effective Amendment No. 1 to Registrant's registration
statement on Form N-1A filed on January 8, 1999.
e - Not applicable.
</TABLE>
C-1
<PAGE> 32
<TABLE>
<S> <C> <C>
f - Not applicable.
g - Corporate Custodial Agreement dated September 30, 1998
between Registrant and InvesTrust, N.A. Incorporated herein
by reference to Exhibit 8 to Post-Effective Amendment
No. 1 to Registrant's registration statement on Form N-1A
filed on January 8, 1999.
g.1* - Schedule of remuneration for Corporate Custodial Agreement.
h - Fund Participation Agreement dated December 22, 1998 between
Registrant and the Company. Incorporated herein by reference
to Exhibit 6 to Post-Effective Amendment No. 1 to Registrant's
registration statement on Form N-1A filed on January 8, 1999.
i* - Opinion and Consent of Counsel.
j* - Consent of Independent Auditors.
k - Not applicable.
l - Not applicable.
m - Not applicable.
n* - Financial Data Schedule.
o - Not applicable.
99 - Organization chart of the Company. Incorporated herein by
reference to Exhibit 99 to Post-Effective Amendment No. 1 to
Registrant's registration statement on Form N-1A filed on
January 8, 1999.
</TABLE>
- - ---------------
* To be filed by amendment.
ITEM 24 -- PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND
American Fidelity Assurance Company, an Oklahoma corporation and a
wholly-owned subsidiary of American Fidelity Corporation, a Nevada corporation,
is the sole holder of record of the Fund's shares. American Fidelity
Corporation is controlled by a family investment partnership, Cameron
Enterprises, a Limited Partnership, whose managing partners are William M.
Cameron, William E. Durrett, Edward C. Joullian, III, John W. Rex and Theodore
M. Elam. The organization chart filed herewith as Exhibit 99 shows the
affiliated entities.
ITEM 25 -- INDEMNIFICATION
Article Eighth, Section 2 of the Fund's Articles of Incorporation
provides as follows:
The corporation shall indemnify and advance expenses to its currently
acting and its former directors to the fullest extent that
indemnification of directors is permitted by the Maryland General
Corporation Law. The corporation shall indemnify and advance expenses
to its officers to the same extent as its directors and to such further
extent as is consistent with law. The Board of Directors
C-2
<PAGE> 33
may, through a by-law, resolution or agreement, make further provisions
for indemnification of directors, officers, employees and agents to the
fullest extent permitted by the Maryland General Corporation Law.
The By-Laws of the Fund provide in Article VIII as follows:
1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The corporation
shall indemnify its directors to the fullest extent that
indemnification of directors is permitted by law. The corporation shall
indemnify its officers to the same extent as its directors and to such
further extent as is consistent with law. The corporation shall
indemnify its directors and officers who while serving as directors or
officers also serve at the request of the corporation as a director,
officer, partner, trustee, employee, agent or fiduciary of another
corporation, partnership, joint venture, trust, other enterprise or
employee benefit plan to the same extent as its directors and, in the
case of officers, to such further extent as is consistent with law. The
indemnification and other rights provided by this Article shall
continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators
of such a person. This Article shall not protect any such person
against any liability to the corporation or any stockholder thereof to
which such person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office ("disabling conduct").
2. ADVANCES. Any current or former director or officer of the
corporation seeking indemnification within the scope of this Article
shall be entitled to advances from the corporation for payment of the
reasonable expenses incurred by him in connection with the matter as to
which he is seeking indemnification in the manner and to the fullest
extent permissible under the General Corporation Law. The person
seeking indemnification shall provide to the corporation a written
affirmation of his good faith belief that the standard of conduct
necessary for indemnification by the corporation has been met and a
written undertaking to repay any such advance if it should ultimately
be determined that the standard of conduct has not been met. In
addition, at least one of the following additional conditions shall be
met: (a) the person seeking indemnification shall provide security in
form and amount acceptable to the corporation for his undertaking; (b)
the corporation is insured against losses arising by reason of the
advance; or (c) a majority of a quorum of directors of the corporation
who are neither "interested persons" as defined in Section 2(a)(19) of
the Investment Company Act of 1940, as amended, nor parties to the
proceeding ("disinterested non-party directors"), or independent legal
counsel, in a written opinion, shall have determined, based on a review
of facts readily available to the corporation at the time the advance
is proposed to be made that there is reason to believe that the person
seeking indemnification will ultimately be found to be entitled to
indemnification.
3. PROCEDURE. At the request of any person claiming
indemnification under this Article, the Board of Directors shall
determine, or cause to be determined, in a manner consistent with the
General Corporation Law, whether the standards required by this Article
have been met. Indemnification shall be made only following: (a) a
final decision on the merits by a court or other body before whom the
proceeding was brought that the person to be indemnified was not liable
by reason of disabling conduct or (b) in the absence of such a
decision, a reasonable determination, based upon a review of the facts,
that the person to be indemnified was not liable by reason of disabling
conduct by (i) the vote of a majority of a quorum of disinterested
non-party directors or (ii) an independent legal counsel in a written
opinion.
4. INDEMNIFICATION OF EMPLOYEES AND AGENTS. Employees and agents
who are not officers or directors of the corporation may be indemnified
and reasonable expenses may be advanced to such employees or agents, as
may be provided by action of the Board of Directors or by contract,
subject to any limitations imposed by the Investment Company Act of
1940, as amended.
5. OTHER RIGHTS. The Board of Directors may make further
provision consistent with law for indemnification and advance of
expenses to directors, officers, employees and agents by resolution,
C-3
<PAGE> 34
agreement or otherwise. The indemnification provided by this Article
shall not be deemed exclusive of any other right, with respect to
indemnification or otherwise, to which those seeking indemnification
may be entitled under any insurance or other agreement or resolution of
stockholders or disinterested non-party directors or otherwise.
6. AMENDMENTS. References in this Article are to the General
Corporation Law and to the Investment Company Act of 1940 as from time
to time amended. No amendment of the by-laws shall affect any right of
any person under this Article based on any event, omission or
proceeding prior to the amendment.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
ITEM 26 -- BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
American Fidelity Assurance Company (the "Company") is primarily
engaged in writing life, accident and health insurance and annuity contracts.
Set forth below are the names of each of the directors and executive officers
of the Company, their positions and offices with the Company and any other
business, profession, vocation or employment of a substantial nature in which
each is or has been, during the past two fiscal years, engaged for his or her
own account or in the capacity of director, officer, employee, partner or
trustee:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices
Business Address* with the Company Other Affiliations
- - ------------------ --------------------- ------------------
<S> <C> <C>
Lynda L. Cameron Director President, Cameron Equestrian
Centers, Inc.
2000 N. Classen Boulevard
Oklahoma City, OK 73106
William M. Cameron Chairman and Chief Chairman, President and Chief
Executive Officer, Director Executive Officer (January
1998 to present); Vice
Chairman and Senior Vice
President (prior to 1998),
American Fidelity Corporation;
Director, ASC Holding, L.L.C.;
Chairman, First Fidelity Bank,
N.A. and First Fidelity
BanCorp, Inc.
3535 N.W. 58th, Suite 200
Oklahoma City, OK 73112
</TABLE>
C-4
<PAGE> 35
<TABLE>
<S> <C> <C>
David R. Carpenter Senior Vice President, Senior Vice President,
Treasurer American Fidelity Corporation;
Chairman, President, Chief
Executive Officer, Treasurer,
and Chief Financial Officer,
American Fidelity Securities,
Inc.
William E. Durrett Senior Chairman, Director Senior Chairman (January 1998
to present); Chairman, President
and Chief Executive Officer
(prior to 1998), American
Fidelity Corporation; Director,
Bank Oklahoma Financial
Corporation
Bank Oklahoma Tower
P. O. Box 2300
Tulsa, OK 74192;
Director,
Integris Health, Inc.
3366 N.W. Expressway
Oklahoma City, OK 73112;
Director,
OGE Energy Corporation
P. O. Box 321
Oklahoma City, OK 73101
Stephen P. Garrett Senior Vice President, Senior Vice President and
Secretary Secretary, American Fidelity
Corporation; Director, First
Fidelity Bank, N.A. and First
Fidelity BanCorp, Inc.
3535 N.W. 58th, Suite 200
Oklahoma City, OK 73112
William A. Hagstrom Director Chairman and President,
UroCor, Inc.
800 Research Parkway
Oklahoma City, OK 73104
</TABLE>
C-5
<PAGE> 36
<TABLE>
<CAPTION>
<S> <C> <C>
Edward C. Joullian, III Director Chairman and Chief Executive
Officer,
Mustang Fuel Corporation
2000 N. Classen,
Suite 800 East
Oklahoma City, OK 73106;
Director,
Fleming Companies, Inc.
6301 Waterford Blvd.
Oklahoma City, OK 73118;
Director,
The LTV Corporation
200 Public Square
P. O. Box 655003
Cleveland, Ohio 44115
Kenneth D. Klehm Senior Vice President Senior Vice President,
Treasurer, Controller and Chief
Financial Officer, American
Fidelity Corporation; Director,
ASC Holding, L.L.C.;
Director, First Fidelity Bank
and First Fidelity BanCorp, Inc.
3535 N.W. 58th, Suite 200
Oklahoma City, OK 73112
Alfred L. Litchenburg Senior Vice President Director,
Southwest Bancorp, Inc.
608 South Main Street
Stillwater, OK 74074
David R. Lopez Director Vice President-National/Local
Regulatory,
SBC Communications, Inc.
175 East Houston
Room 4-A-60
San Antonio, TX 78205
Paula Marshall-Chapman Director Chief Executive Officer,
The Bama Companies, Inc.
2745 East 11th Street
Tulsa, OK 74104;
Director,
Public Service Company
212 East 6th Street
Tulsa, OK 74119
John W. Rex President, Chief Operating Executive Vice President and
Officer, Director Director, American Fidelity
Corporation
</TABLE>
C-6
<PAGE> 37
<TABLE>
<S> <C> <C>
Galen P. Robbins, M.D. Director Physician and, prior to 1998,
Director,
Cardiovascular Clinic
3433 N.W. 56th
Oklahoma City, OK 73112
John D. Smith Director President, John D. Smith
Developments, Inc.
3400 Peach Tree Road,
Suite 831
Atlanta, GA 30326
</TABLE>
- - -------------------
* Principal business address is 2000 N. Classen Boulevard, Oklahoma City,
Oklahoma 73106 or, if applicable, the address set forth under "Other
Affiliations."
The officers and directors of Lawrence W. Kelly & Associates, Inc., and
the positions they have held since January 1, 1997 or earlier are as follows:
<TABLE>
<CAPTION>
Name Positions with Sub-Adviser and Other Affiliations
---- -------------------------------------------------
<S> <C>
Lawrence W. Kelly Director, Chairman, Chief Executive Officer,
Treasurer
Nicholas J. Welsh Executive Vice President
H. James Darcey Executive Vice President
Maria Alejandra Tescher Executive Vice President - Senior
Trader & Operations Manager
Catherin M. Oaks Vice President-Operations and
Compliance (1997-present); Registered
Sales Assistant, Morgan Stanley
Dean Witter (1996-1997);
Janice M. Kelly Director, Secretary
</TABLE>
C-7
<PAGE> 38
Todd Investment Advisors, Inc. is managed by the following persons,
who have held the positions indicated since January 1, 1997 or earlier:
<TABLE>
<CAPTION>
Name Positions with Sub-Adviser and Other Affiliations
---- -------------------------------------------------
<S> <C>
Bosworth M. Todd Chairman; Director, First Capital Bank of
Kentucky, Louisville, KY (1996-
present); Director of SAMC*
Robert P. Bordogna President and Chief Executive Officer;
Director of SAMC*
George Herbert Walker, III Chairman of SFC and SAMC*
Richard A. Loebig Executive Vice President
Gayle S. Dorsey Executive Vice President (1997-
present); Vice President,
J.J.B. Hilliard, W.L. Lyons, Inc.,
Louisville, KY (1976-1997)
Sam C. Ellington Vice President
Curtiss M. Scott, Jr. Vice President
Margaret C. Bell Vice President of Marketing
C. Kevin Blair Vice President, Business Development
(1997-present); Vice President, PNC Bank,
Kentucky, Louisville, KY (1992-1997)
</TABLE>
*Stifel Asset Management Corp ("SAMC") is the immediate parent of Todd
Investment. Stifel Financial Corporation ("SFC") is the parent of SAMC.
C-8
<PAGE> 39
ITEM 27 -- PRINCIPAL UNDERWRITERS
(a) American Fidelity Securities, Inc. ("AFS"), a wholly-owned
subsidiary of the Company, is the sole underwriter for the Fund. AFS is also the
underwriter for American Fidelity Separate Account A and American Fidelity
Separate Account B.
(b) AFS director and officer information is as follows:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and
Business Address with Underwriter Offices with Fund
- - ------------------ --------------------- -----------------
<S> <C> <C>
David R. Carpenter Director, Chairman, President, None
P. O. Box 25523 Chief Executive Officer,
Oklahoma City, OK 73125 Treasurer, Chief Financial
Officer and Registered Limited
Principal
Marvin R. Ewy Director, Vice President, None
P. O. Box 25523 Secretary, Chief Compliance
Oklahoma City, OK 73125 Officer and Registered
Limited Principal
Nancy K. Steeber Director, Vice President, None
P. O. Box 25523 Operations Officer and
Oklahoma City, OK 73125 Registered Limited Principal
</TABLE>
(c) AFS receives no compensation for the sale of Fund shares.
ITEM 28 -- LOCATION OF ACCOUNTS AND RECORDS
All records relating to the Fund required by Section 31(a) of the 1940
Act are kept by the Fund or its custodian at the following addresses:
American Fidelity Dual Strategy Fund, Inc.
2000 N. Classen Boulevard
Oklahoma City, Oklahoma 73106
or
InvesTrust, N.A.
6301 N. Western, Suite 210
Oklahoma City, Oklahoma 73118
ITEM 29 -- MANAGEMENT SERVICES
Not applicable
ITEM 30 -- UNDERTAKINGS
Not applicable
C-9
<PAGE> 40
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Fund has duly caused this Post-Effective
Amendment No. 2 to Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the City of Oklahoma City, and State of
Oklahoma on the 18th day of February, 1999.
AMERICAN FIDELITY DUAL STRATEGY FUND, INC.
By /s/ John W. Rex
------------------------------------------------
John W. Rex, Chairman of the Board and President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to Registration Statement has been signed below
by the following persons in the capacities indicated on February 18, 1999.
<TABLE>
<S> <C>
/s/ John W. Rex /s/ Gregory M. Love
- - ----------------------------------------------- -----------------------------------------------
John W. Rex, Chairman of the Board, Gregory M. Love, Director
President and Treasurer
/s/ Daniel D. Adams, Jr. /s/ J. Dean Robertson
- - ----------------------------------------------- -----------------------------------------------
Daniel D. Adams, Jr., Director and Secretary J. Dean Robertson, Director
/s/ Jean G. Gumerson /s/ G. Rainey Williams, Jr.
- - ----------------------------------------------- -----------------------------------------------
Jean G. Gumerson, Director G. Rainey Williams, Jr., Director
/s/ Edward C. Joullian, III
- - -----------------------------------------------
Edward C. Joullian, III, Director
</TABLE>
<PAGE> 41
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- - ------ -----------
<S> <C>
g.1 Schedule of remuneration for Corporate
Custodial Agreement
</TABLE>
<PAGE> 1
EXHIBIT g.1
[INVESTRUST LOGO]
DEPOSITORY CUSTODY SERVICE
FEE SCHEDULE
<TABLE>
<S> <C>
Base Fee per Account (annual) $200.00
Holdings (monthly)
Depository eligible issues $ 1.50
Non-eligible issues $ 5.00
Pricing (monthly)
Depository eligible and non-eligible issues $ 1.00
Transaction Fees (each event)
DEPOSITORY
Receive/Deliver transactions $ 18.00
Maturity transactions $ 40.00
Non-mandatory reorganization transaction $ 80.00
Paydown transactions $ 16.00
Call options (round trip) $100.00
PHYSICAL
Receive/Deliver transactions $ 34.00
Maturity transactions $ 60.00
Non-mandatory reorganization transaction $100.00
Wire Transfers (in or out) $ 10.00
Third Party Access (annually) $750.00
Transition Fee $ 10.00 per issue
(applied to closing accounts)
</TABLE>
6301 N. Western, Suite 210 - Oklahoma City, OK 73118
(405) 843-7177 - Fax (405) 843-7835
