<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 1996
REGISTRATION NOS. 33-75292/811-3240
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
---------------------
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. / /
Post Effective Amendment No. 8 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No. 50 /X/
---------------------
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
SEPARATE ACCOUNT A
(EXACT NAME OF REGISTRANT)
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
(NAME OF DEPOSITOR)
2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(713) 526-5251
(DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE)
---------------------
DAVID H. DEN BOER, ESQ.
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019
(NAME AND ADDRESS OF AGENT FOR SERVICE)
---------------------
It is proposed that this filing will become effective:
__ immediately upon filing pursuant to paragraph (b) of
Rule 485
X on (July 1, 1996) pursuant to paragraph (b) of Rule 485
__ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
__ on (date) pursuant to paragraph (a)(1) of Rule 485
PURSUANT TO RULE 24F-2(A)(1) UNDER THE INVESTMENT COMPANY ACT OF 1940, THE
REGISTRANT HAS REGISTERED AN INDEFINITE AMOUNT OF SECURITIES. THE REGISTRANT
FILED RULE 24F-2 NOTICES ON FEBRUARY 21, 1996 FOR ITS MOST RECENT FISCAL YEAR
ENDING DECEMBER 31, 1995.
SEQUENTIAL NUMBER SYSTEM: PAGE __ OF __ PAGES
EXHIBIT INDEX ON SEQUENTIAL PAGE NUMBER __
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
SEPARATE ACCOUNT A
CONTENTS
REGISTRATION STATEMENT ON FORM N-4
This Post-Effective Amendment consists of the following papers and documents:
FACING SHEET
Contents Sheet
PART B: Portfolio Director
Cross Reference Sheet
Prospectus
PART B: Portfolio Director
Statement of Additional Information
PART A: Portfolio Director 2
Cross Reference Sheet
Prospectus
PART B: Portfolio Director 2
Statement of Additional Information
PART C: Portfolio Director and Portfolio Director 2
Items twenty-four (including exhibit index) through thirty-three
Signatures
<PAGE> 3
PORTFOLIO DIRECTOR
The purpose of this Registration Statement filing is to include a
prospectus and Statement of Additional Information for a new generation
variable annuity product. It is not intended to supersede the prospectus
and Statement of Additional Information for the old generation variable
annuity product currently included in this same Registration Statement.
<PAGE> 4
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
SEPARATE ACCOUNT A
PORTFOLIO DIRECTOR 2
FORM N-4
UNDER
THE SECURITIES ACT OF 1933 AND
THE INVESTMENT COMPANY ACT OF 1940
---------------------
CROSS REFERENCE SHEET
(PURSUANT TO RULE 481(A))
<TABLE>
<CAPTION>
ITEM NO. PROSPECTUS CAPTION
- --------------------------------------------------------- ----------------------------------------
<C> <S> <C>
PART A
1. Cover Page....................................... Cover Page
Profile..........................................
2. Definitions...................................... About the Prospectus
3. Synopsis......................................... About Portfolio Director 2, About VALIC,
About VALIC Separate Account A
4. Condensed Financial Information.................. Selected Purchase Unit Data
5. General Description of Registrant, Depositor and
Portfolio Companies.............................. About VALIC, About VALIC Separate
Account A, Variable Account Options
6. Deductions and Expenses.......................... Fees and Charges, Surrender of Account
Value, Separate Account Expense
Reimbursement
7. General Description of Variable Annuity
Contracts........................................ Transfers Between Investment Options
Purchase Period, Payout Period,
Surrender of Account Value, Other
Contract Features
8. Annuity Period................................... Payout Period
9. Death Benefit.................................... Death Benefits
10. Purchase and Contract Value...................... Fees and Charges, Purchase Period
11. Redemptions...................................... Surrender of Account Value
12. Taxes............................................ Federal Tax Matters
13. Legal Proceedings................................ Not Applicable
14. Table of Contents of the Statement of Additional
Information...................................... Contents of Statement of Additional
Information
</TABLE>
<TABLE>
<CAPTION>
STATEMENT OF ADDITIONAL
ITEM NO. INFORMATION CAPTION
- --------------------------------------------------------- ----------------------------------------
<C> <S> <C>
PART B
15. Cover Page....................................... Cover Page
16. Table of Contents................................ Table of Contents
17. General Information and History.................. General Information
18. Services......................................... Experts; Distribution of Variable
Annuity Contracts
19. Purchase of Securities Being Offered............. Calculation of Surrender Charge;
Purchase Unit Value; Exchange Privilege
20. Underwriters..................................... Distribution of Variable Annuity
Contracts
21. Calculation of Performance Data.................. Performance Calculations
22. Payout Payments.................................. Payout Payments
23. Financial Statements............................. Financial Statements
</TABLE>
PART C
Information required to be set forth in Part C is set forth under the
appropriate item, so numbered, in Part C of the Registration Statement.
<PAGE> 5
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
UNITS OF INTEREST UNDER GROUP AND INDIVIDUAL
VARIABLE ANNUITY CONTRACTS
PORTFOLIO DIRECTOR 2
SEPARATE ACCOUNT A.
FOR SERIES 2.1 - 2.11 July 1, 1996
PROSPECTUS
Portfolio Director 2 consists of group and individual variable annuity contracts
that are offered by The Variable Annuity Life Insurance Company. Portfolio
Director 2 may be available to you when you participate in a retirement program
that qualifies for deferral of federal income taxes. Non-qualified contracts are
also available for certain employer plans only. Portfolio Director 2 is composed
of the following contract forms: UIT-194, UITG-194, UITN-194, UIT-IRA-194 and
UIT-SEP-194.
Portfolio Director 2 permits you to invest in and receive retirement benefits
from Fixed Account Options and/or Variable Account Options. Each of these
investment options is explained more fully in this prospectus. Here is a list of
these investment options:
TWO FIXED ACCOUNT OPTIONS: Fixed Account Plus
Short-Term Fixed Account
EIGHTEEN VARIABLE ACCOUNT OPTIONS*
<TABLE>
<S> <C> <C>
American General Series Portfolio Neuberger & Berman Management Inc. Twentieth Century Investors, Inc.
Company (AGSPC): Neuberger & Berman Guardian Trust Twentieth Century Ultra
Growth Fund Investors Fund
International Government Bond Fund Putnam Investments The Vanguard Group, Inc.
Money Market Fund Putnam Global Growth Fund Vanguard Fixed Income
Science & Technology Fund Putnam New Opportunities Fund Securities Fund --
Social Awareness Fund Putnam OTC Emerging Growth Fund Long-Term Corporate
Stock Index Fund Portfolio
Scudder, Stevens & Clark Inc. Vanguard Fixed Income
Founders Funds, Inc. Scudder Growth and Income Fund Securities Fund --
Founders Growth Fund Long-Term U.S.
Templeton Funds, Inc. Treasury Portfolio
Templeton Foreign Fund Vanguard/Wellington Fund, Inc.
Vanguard/Windsor II
</TABLE>
* Each of these mutual funds is publicly available except for the six AGSPC
Funds.
- --------------------------------------------------------------------------------
This prospectus provides you with information you should know before investing
in Portfolio Director 2. This prospectus is accompanied by the current
prospectuses for the mutual fund options listed above. Please read and retain
each of these prospectuses for future reference.
A Statement of Additional Information, dated July 1, 1996, has been filed with
the Securities and Exchange Commission. This Statement of Additional Information
contains additional information about Portfolio Director 2 and is part of this
prospectus. For a free copy, complete and return the form contained in the back
of this prospectus or call 1-800-44-VALIC.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFER CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY JURISDICTION TO ANY PERSON TO
WHOM SUCH OFFER WOULD BE UNLAWFUL THEREIN.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES. ALSO, IT HAS NOT PASSED ON WHETHER THIS PROSPECTUS IS ADEQUATE OR
ACCURATE. IT IS A CRIMINAL OFFENSE TO STATE OTHERWISE.
<PAGE> 6
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ABOUT THE PROSPECTUS......................... 1
PROFILE OF PORTFOLIO DIRECTOR 2.............. 2
FEE TABLE.................................... 4
SELECTED PURCHASE UNIT DATA.................. 7
ABOUT PORTFOLIO DIRECTOR 2................... 9
ABOUT VALIC.................................. 9
ABOUT VALIC SEPARATE ACCOUNT A............... 9
VARIABLE ACCOUNT OPTIONS..................... 10
Summary of Funds........................ 10
PURCHASE PERIOD.............................. 20
Purchase Payments....................... 20
Purchase Units.......................... 20
Calculation of Purchase Unit Value...... 20
Choosing Investment Options............. 21
Fixed Account Options.............. 21
Variable Account Options........... 21
Stopping Purchase Payments.............. 21
TRANSFERS BETWEEN INVESTMENT OPTIONS......... 22
During the Purchase Period.............. 22
During the Payout Period................ 22
Communicating Transfer or Reallocation
Instructions.......................... 22
Effective Date of Transfer.............. 22
FEES AND CHARGES............................. 23
Account Maintenance Fee................. 23
Surrender Charges....................... 23
Amount of Surrender Charges........ 23
10% Free Withdrawal................ 23
Exceptions to Surrender
Charges.......................... 23
Premium Tax Charge...................... 24
Separate Account Charges................ 24
Fund Annual Expense Charge.............. 24
Other Tax Charges....................... 24
Reduction or Waiver of Account
Maintenance Fee or Surrender
Charges............................... 24
Separate Account Expense
Reimbursement......................... 25
PAYOUT PERIOD................................ 26
Fixed Payout............................ 26
Variable Payout......................... 26
Combination Fixed and Variable Payout... 26
Payout Date............................. 26
Payout Options.......................... 26
Enhancements to Payout Options.......... 27
Payout Information...................... 27
SURRENDER OF ACCOUNT VALUE................... 28
When Surrenders are Allowed............. 28
Amount That May Be Surrendered.......... 28
Surrender Restrictions.................. 28
Partial Surrenders...................... 28
Systematic Withdrawals.................. 28
Distributions Required By Federal Tax
Law................................... 29
EXCHANGE PRIVILEGE........................... 30
Restrictions on Exchange Privilege...... 30
Taxes and Conversion Costs.............. 30
Surrender Charges....................... 30
<CAPTION>
PAGE
----
<S> <C>
Exchange Offers for Contracts Other Than
Portfolio Director.................... 30
Exchange Offer for Portfolio Director
and Portfolio Director 2.............. 30
Comparison of Contracts................. 31
Features of Portfolio Director 2........ 31
Agents' and Managers' Retirement Plan
Exchange Offer........................ 31
DEATH BENEFITS............................... 33
Beneficiary Information................. 33
Special Information for Individual
Non-Tax Qualified Contracts........... 33
During the Purchase Period.............. 33
Interest Guaranteed Death
Benefit.......................... 33
Standard Death Benefit............. 34
During the Payout Period................ 34
HOW TO REVIEW INVESTMENT PERFORMANCE OF
SEPARATE ACCOUNT DIVISIONS................. 35
Types of Investment Performance
Information Advertised................ 35
Total Return Performance Information.... 35
Standard Average Annual Total Return.... 35
Nonstandard Average Annual Total
Return................................ 35
Cumulative Total Return................. 35
Annual Change in Purchase Unit Value.... 35
Cumulative Change in Purchase Unit
Value................................. 36
Total Return Based on Different
Investment Amounts.................... 36
An Assumed Account Value of $10,000..... 36
Yield Performance Information........... 36
Money Market Division................... 36
Divisions Other Than The Money Market
Division.............................. 36
Performance Information: Average Annual
Total Return, Cumulative Return and
Annual and Cumulative Change in
Purchase Unit Value Tables............ 36
OTHER CONTRACT FEATURES...................... 40
Changes That May Not Be Made............ 40
Change of Beneficiary................... 40
Contingent Owner........................ 40
Cancellation -- The 20 Day "Free
Look"................................. 40
We Reserve Certain Rights............... 40
Relationship to Employer's Plan......... 40
VOTING RIGHTS................................ 41
Who May Give Voting Instructions........ 41
Determination of Fund Shares
Attributable to Your Account.......... 41
During Purchase Period................ 41
During Payout Period or after a Death
Benefit Has Been Paid.............. 41
How Fund Shares Are Voted............... 41
FEDERAL TAX MATTERS.......................... 42
Type of Plans........................... 42
Tax Consequences in General............. 42
Effect of Tax-Deferred
Accumulations......................... 43
</TABLE>
(i)
<PAGE> 7
ABOUT THE PROSPECTUS
- --------------------------------------------------------------------------------
Unless otherwise specified in this prospectus, the words we, our, Company, and
VALIC mean The Variable Annuity Life Insurance Company. The words you and your,
unless otherwise specified in this prospectus, mean the participant, contract
owner, annuitant or beneficiary.
We will use a number of other specific terms in this prospectus. We will, when
that term is used in the prospectus, provide you with a definition of that term.
The terms used in this prospectus for which we will provide you a definition
are:
Account Value
Annuitant
Assumed Investment Rate
Beneficiary
Contract Owner
Division
Fixed Account Options
Home Office
Mutual Fund or Fund
Participant
Participant Year
Payout Period
Payout Unit
Purchase Payments
Purchase Period
Purchase Unit
VALIC Separate Account A
Variable Account Options
This prospectus is being given to you to help you make decisions for selecting
various investment options and benefits to plan and save for your retirement. It
is intended to provide you with information about VALIC, Portfolio Director 2,
and saving for your retirement.
The purpose of Variable Account Options and Variable Payout Options is to
provide you investment returns which are greater than the effects of inflation.
We cannot, however, guarantee that this purpose will be achieved.
This prospectus describes a contract in which units of interest in VALIC's
Separate Account A are offered. Portfolio Director 2 will allow you to
accumulate retirement dollars in Fixed Account Options and/or Variable Account
Options. This prospectus describes only the variable aspects of Portfolio
Director 2 except where the Fixed Account Options are specifically mentioned.
For specific information about the Variable Account Options, you should refer to
the mutual fund prospectuses you have been given with this document. You should
keep these prospectuses to help answer any questions you may have in the future.
Following this introduction is a summary of the major features and options of
Portfolio Director 2. This summary is called the "Profile of Portfolio Director
2." It is intended to provide you with a brief overview of those sections
discussed in more detail in this prospectus.
PARTICIPANT -- the individual,
(in most cases you are the
Participant) for whom
Purchase Payments are made.
1
<PAGE> 8
PROFILE OF PORTFOLIO DIRECTOR 2
- --------------------------------------------------------------------------------
Portfolio Director 2 is VALIC's combination fixed and variable annuity that
offers you a wide choice of investment options and flexibility. A summary of
Portfolio Director 2's major features is presented below. For a more detailed
discussion of Portfolio Director 2, please read the entire prospectus carefully.
FIXED AND VARIABLE OPTIONS
Portfolio Director 2 offers you a choice from among 18 Variable Account Options
and two Fixed Account Options. You may invest in up to seven of these investment
options at any one time.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
FIXED ACCOUNT
OPTIONS
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FIXED Fixed Guaranteed high current -- --
OPTIONS Account Plus interest income
-------------------------------------------------------------------------------------------------------------------
Short-Term Guaranteed current -- --
Fixed Account interest income
- ---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
VARIABLE ACCOUNT INVESTMENT
OPTIONS STRATEGY ADVISER SUBADVISER
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INDEX AGSPC Stock Index Fund Growth through investments VALIC Bankers Trust
EQUITY tracking the S&P 500(R)
FUNDS Index
- ---------------------------------------------------------------------------------------------------------------------------------
ACTIVELY AGSPC Growth Fund Growth through investments VALIC T. Rowe Price
MANAGED in service sector companies
EQUITY -------------------------------------------------------------------------------------------------------------------
FUNDS Founders Growth of capital through Founders N/A
Growth investment in common stock of
Fund well established, high quality companies
-------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Capital appreciation through Neuberger & Berman Neuberger &
Guardian Trust investment in common stocks of Management Inc. Berman
long established, high quality companies
-------------------------------------------------------------------------------------------------------------------
Putnam Global Capital appreciation through a globally Putnam N/A
Growth Fund diversified portfolio of common stocks
-------------------------------------------------------------------------------------------------------------------
Putnam New Long-term capital appreciation Putnam N/A
Opportunities Fund through investment in common stock
-------------------------------------------------------------------------------------------------------------------
Putnam OTC Capital appreciation through Putnam N/A
Emerging Growth investments in common stocks of
Fund small-to-medium companies
-------------------------------------------------------------------------------------------------------------------
Scudder Growth Long-term growth of capital, current Scudder N/A
and Income Fund income and growth of income
-------------------------------------------------------------------------------------------------------------------
Templeton Growth through investments Templeton N/A
Foreign in companies and governments
Fund outside the U.S.
-------------------------------------------------------------------------------------------------------------------
Twentieth Century Capital growth through Twentieth Century N/A
Ultra Investors investments in common
Fund stock
-------------------------------------------------------------------------------------------------------------------
Vanguard/ Growth and income through Vanguard N/A
Windsor II investment in common stock
- ---------------------------------------------------------------------------------------------------------------------------------
BALANCED Vanguard/ Income and growth through 30 to 40% Vanguard N/A
FUNDS Wellington investment in high quality corporate bonds
Fund and 60 to 70% investment in common stocks
- ---------------------------------------------------------------------------------------------------------------------------------
INCOME AGSPC International Income and possible growth through VALIC N/A
FUNDS Government investments in high quality foreign
Bond Fund government debt securities
-------------------------------------------------------------------------------------------------------------------
Vanguard Fixed Income Income through investment Vanguard N/A
Securities Fund--Long-Term in long-term quality corporate bonds
Corporate Portfolio
-------------------------------------------------------------------------------------------------------------------
Vanguard Fixed Income Income through investment in Vanguard N/A
Securities Fund--Long-Term long-term U.S. Treasury bonds
U.S. Treasury Portfolio
- ---------------------------------------------------------------------------------------------------------------------------------
SPECIALTY AGSPC Science & Growth through investments in stocks VALIC T. Rowe Price
FUNDS Technology of companies which benefit from
Fund development of science and technology
-------------------------------------------------------------------------------------------------------------------
AGSPC Social Growth through investments in VALIC N/A
Awareness stocks of companies meeting social
Fund criteria of the Fund
- ---------------------------------------------------------------------------------------------------------------------------------
MONEY AGSPC Money Market Income through investments in VALIC N/A
MARKET Fund short-term money market
FUNDS securities
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 9
- --------------------------------------------------------------------------------
A detailed description of the investment objective of each Fund can be found in
the section of the prospectus entitled "Variable Account Options," and also in
the current prospectus for each Fund mentioned.
INTEREST GUARANTEED DEATH
BENEFIT
Portfolio Director 2 offers a death benefit with an interest guarantee when
death occurs prior to your reaching age 70.
This contract provision is not available in some states.
LOANS
Portfolio Director 2 offers a tax-free loan provision for tax-qualified
contracts that gives you access to your money in either of the Fixed Account
Options, subject to a minimum loan amount of $1,000. The availability of loans
is subject to government regulations, as well as your employer's plan
provisions.
Keep in mind that tax laws place restrictions on withdrawals (i.e. loans which
are not repaid) if made prior to age 59 1/2.
TRANSFERS
There is no charge to transfer the money in your account among Portfolio
Director 2's investment options. You may transfer your Account Values between
Variable Account Options at any time during the Purchase Period.
Your Account Value in the Short-Term Fixed Account must remain there for at
least 90 days before it can be transferred to other investment options. In Fixed
Account Plus, up to 20% of your Account Value may be transferred during each
contract year to other investment options.
Once you begin receiving payments from your account (called the Payout Period),
you may still transfer funds among Variable Account Options once each contract
year.
Transfers can be made by calling VALIC's toll-free transfer service at
1-800-621-7792. For more information on account transfers, see the "Transfers
Between Investment Options" section in the prospectus.
FEES AND CHARGES
ACCOUNT MAINTENANCE FEE:
If any of your account is invested in Variable Account Options, a quarterly
account maintenance fee of $3.75 is charged to your account. If you invest only
in Fixed Account Options during a calendar quarter no account maintenance fee is
assessed.
SURRENDER CHARGE:
Under some circumstances a surrender charge is made to your account. These
situations are discussed in detail in the section
of the prospectus entitled "Fees and Charges -- Surrender Charges." When this
happens the surrender charge is computed in two ways and you are charged
whichever amount is less. The first amount is simply 5% of whatever amount you
have withdrawn. The second amount is 5% of the contributions you made to your
account during the last 60 months.
Withdrawals are always subject to your plan provisions and federal tax
restrictions, which generally include a tax penalty on withdrawals made prior to
age 59 1/2.
SEPARATE ACCOUNT CHARGES:
Depending on the Variable Account Option you choose you may incur a mortality
and expense risk fee computed at an annualized rate of 1% or 1.25% on the
average daily net asset value of VALIC Separate Account A.
PREMIUM TAX CHARGE:
Premium taxes ranging from zero to 3% are currently imposed by certain states
and municipalities on Purchase Payments made under the contract.
FUND ANNUAL EXPENSE CHARGE:
A daily charge based on a percentage of each Fund's average daily net asset
value is payable by each Fund to its investment adviser.
Since some of these fees may not apply to your contract, consult your VALIC
Retirement Plan Specialist to see how these provisions apply to you.
SEPARATE ACCOUNT
EXPENSE REIMBURSEMENT
The Company will reimburse to certain Divisions any fees it receives from the
Fund or its affiliate for providing the Fund administrative and shareholder
services. For more information as to which Variable Account Options have a
Separate Account Expense Reimbursement see the Fee Table.
PAYOUT OPTIONS
When you withdraw your money, you can select from several payout options: a
lifetime annuity (which guarantees payment for as long as you live), periodic
withdrawals and systematic withdrawals. More information on payout options can
be found in the "Payout Period" section of the prospectus.
FEDERAL TAX INFORMATION
Although deferred annuity contracts such as Portfolio Director 2 can be
purchased with after-tax dollars, they are primarily used in connection with
retirement programs which receive favorable tax treatment under federal law.
PURCHASE REQUIREMENTS
Purchase Payments may be made at any time and in any amount, subject to plan
limitations.
To learn more about the
INTEREST GUARANTEED
DEATH BENEFIT, refer to
the section in the
prospectus entitled
"Death Benefits."
More information on FEES
may be found in the
prospectus under the
headings "FEES AND
CHARGES" AND "FEE
TABLE."
For a more detailed
discussion of these
income tax provisions,
see the "FEDERAL TAX
MATTERS" section of the
prospectus and of the
Statement of Additional
Information.
For more information on
to the "Purchase Period"
section of the
prospectus.
3
<PAGE> 10
FEE TABLE
------------------------------------------------------------
CONTRACT OWNER/PARTICIPANT EXPENSES(1)
<TABLE>
<S> <C>
Account Maintenance Fee ($3.75 per quarter, annualized) $ 15
Maximum Surrender Charge(2) 5.00%
</TABLE>
SEPARATE ACCOUNT EXPENSES
(as a percentage of Separate Account net assets):
<TABLE>
<CAPTION>
MORTALITY
AND SEPARATE TOTAL
EXPENSE ACCOUNT SEPARATE
RISK EXPENSE ACCOUNT
FUND CHARGE REIMBURSEMENT FEE
-------------------------------------------- ------------- ----------
<S> <C> <C> <C>
AGSPC Growth 1.00% -- 1.00%
AGSPC International Government
Bond 1.00% -- 1.00%
AGSPC Money Market 1.00% -- 1.00%
AGSPC Science & Technology 1.00% -- 1.00%
AGSPC Social Awareness 1.00% -- 1.00%
AGSPC Stock Index 1.00% -- 1.00%
Founders Growth(3) 1.25% (.25%) 1.00%
Neuberger & Berman Guardian
Trust(3) 1.25% (.25%) 1.00%
Putnam Global Growth(3) 1.25% (.25%) 1.00%
Putnam New Opportunities(3) 1.25% (.25%) 1.00%
Putnam OTC Emerging Growth(3) 1.25% (.25%) 1.00%
Scudder Growth and Income 1.25% -- 1.25%
Templeton Foreign(3) 1.25% (.25%) 1.00%
Twentieth Century Ultra
Investors(3) 1.25% (.20%) 1.05%
Vanguard Fixed Income Securities
Fund -- Long-Term Corporate
Portfolio 1.25% -- 1.25%
Vanguard Fixed Income Securities
Fund -- Long-Term U.S. Treasury
Portfolio 1.25% -- 1.25%
Vanguard/Wellington 1.25% -- 1.25%
Vanguard/Windsor II 1.25% -- 1.25%
</TABLE>
FUND ANNUAL EXPENSES
(as a percentage of Fund net assets):
<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL FUND
FUND FEES EXPENSES(4) EXPENSES
---------------------------------------------- ----------- ----------
<S> <C> <C> <C>
AGSPC Growth 0.80% 0.11% 0.91%
AGSPC International Government Bond 0.50 0.09 0.59
AGSPC Money Market 0.50 0.07 0.57
AGSPC Science & Technology 0.90 0.10 1.00
AGSPC Social Awareness 0.50 0.08 0.58
AGSPC Stock Index 0.29 0.09 0.38
Founders Growth 0.75 0.53 1.28
Neuberger & Berman Guardian Trust(5) 0.86 0.08 0.94
Putnam Global Growth 0.67 0.61 1.28
Putnam New Opportunities 0.61 0.52 1.13
Putnam OTC Emerging Growth 0.68 0.46 1.14
Scudder Growth and Income 0.52 0.28 0.80
Templeton Foreign 0.63 0.52 1.15
Twentieth Century Ultra Investors 1.00 0.00 1.00
Vanguard Fixed Income Securities
Fund -- Long-Term Corporate
Portfolio 0.04 0.27 0.31
Vanguard Fixed Income Securities
Fund -- Long-Term U.S. Treasury
Portfolio 0.01 0.26 0.27
Vanguard/Wellington 0.05 0.28 0.33
Vanguard/Windsor II 0.14 0.26 0.40
</TABLE>
See footnotes on page 6.
4
<PAGE> 11
EXAMPLE #1 -- Assuming No Account Maintenance Fee an
No Surrender at the End of the Period Shown:
- --------------------------------------------------------------------------------
Total Expenses. You would pay the following expenses on a
$1,000 investment under a typical Portfolio Director 2
Contract without a surrender charge or account maintenance
fee imposed, invested in a single Separate Account Division
as listed below, assuming a 5% annual return on assets:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
AGSPC Growth Division 15 $ 19 $ 60 $ 103 $224
AGSPC International Government Bond Division
13 16 50 87 189
AGSPC Money Market Division 6 16 50 86 187
AGSPC Science & Technology Division 17 20 63 108 233
AGSPC Social Awareness Division 12 16 50 86 188
AGSPC Stock Index Division 10 14 44 76 166
Founders Growth Division 30 23 71 122 262
Neuberger & Berman Guardian Trust
Division 29 20 61 105 227
Putnam Global Growth Division 28 23 71 122 262
Putnam New Opportunities Division 26 22 67 115 247
Putnam OTC Emerging Growth Division 27 22 67 115 248
Scudder Growth and Income Division 21 21 64 110 238
Templeton Foreign Division 32 22 67 116 249
Twentieth Century Ultra Investors Division
31 21 64 110 238
Vanguard Fixed Income Securities Fund --
Long-Term Corporate Portfolio Division 22 16 49 85 186
Vanguard Fixed Income Securities Fund --
Long-Term U.S. Treasury Portfolio Division
23 15 48 83 182
Vanguard/Wellington Division 25 16 50 86 188
Vanguard/Windsor II Division 24 17 52 90 196
</TABLE>
EXAMPLE #2 -- Assuming No Surrender at the End of the
Period Shown:
- ------------------------------------------------------------
Total Expenses. You would pay the following expenses on a
$1,000 investment under a typical Portfolio Director 2
Contract without a surrender charge imposed, invested in a
single Separate Account Division as listed below, assuming a
5% annual return on assets:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
AGSPC Growth Division 15 $ 20 $ 63 $ 108 $233
AGSPC International Government Bond Division
13 17 53 91 199
AGSPC Money Market Division 6 17 52 90 196
AGSPC Science & Technology Division 17 21 65 112 242
AGSPC Social Awareness Division 12 17 53 91 198
AGSPC Stock Index Division 10 15 46 80 176
Founders Growth Division 30 24 74 126 270
Neuberger & Berman Guardian Trust
Division 29 21 64 109 236
Putnam Global Growth Division 28 24 74 126 270
Putnam New Opportunities Division 26 22 69 119 255
Putnam OTC Emerging Growth Division 27 23 70 119 256
Scudder Growth and Income Division 21 22 67 115 247
Templeton Foreign Division 32 23 70 120 257
Twentieth Century Ultra Investors Division
31 22 67 115 247
Vanguard Fixed Income Securities Fund --
Long-Term Corporate Portfolio Division 22 17 52 89 195
Vanguard Fixed Income Securities Fund --
Long-Term U.S. Treasury Portfolio Division
23 16 51 87 191
Vanguard/Wellington Division 25 17 53 91 198
Vanguard/Windsor II Division 24 18 55 94 205
</TABLE>
5
<PAGE> 12
EXAMPLE #3 -- Assuming Surrender at the End of the Period
Shown:
------------------------------------------------------------
Total Expenses: You would pay the following expenses on a
$1,000 investment under a typical Portfolio Director 2
Contract invested in a single Separate Account Division as
listed below, assuming a 5% annual return on assets:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
AGSPC Growth Division 15 $ 67 $ 112 $ 158 $233
AGSPC International Government Bond Division
13 64 103 141 199
AGSPC Money Market Division 6 63 102 140 196
AGSPC Science & Technology Division 17 67 114 162 242
AGSPC Social Awareness Division 12 63 102 141 198
AGSPC Stock Index Division 10 61 96 130 176
Founders Growth Division 30 70 122 176 270
Neuberger & Berman Guardian Trust
Division 29 67 113 159 236
Putnam Global Growth Division 28 70 122 176 270
Putnam New Opportunities Division 26 69 118 169 255
Putnam OTC Emerging Growth Division 27 69 118 169 256
Scudder Growth and Income Division 21 68 116 165 247
Templeton Foreign Division 32 69 119 170 257
Twentieth Century Ultra Investors Division
31 68 116 165 247
Vanguard Fixed Income Securities Fund --
Long-Term Corporate Portfolio Division 22 63 102 139 195
Vanguard Fixed Income Securities Fund --
Long-Term U.S. Treasury Portfolio Division
23 63 100 137 191
Vanguard/Wellington Division 25 63 102 141 198
Vanguard/Windsor II Division 24 64 104 144 205
</TABLE>
--------------------------------
(1) Premium taxes are not shown here, but may be charged by
some states. See: "Premium Tax Charge" in this
prospectus.
(2) Reductions in the surrender charge and the account
maintenance fee are available if certain conditions are
met. See "Reduction or Waiver of Account Maintenance Fee
or Surrender Charges" and "Exceptions to Surrender
Charges" in this prospectus.
(3) For these Funds the Total Separate Account Fee equals
the VALIC Separate Account A mortality and expense risk
charge reduced by the Separate Account Expense
Reimbursement. Pursuant to the Separate Account Expense
Reimbursement the Company's charges to these Divisions
are reduced by an amount equal to payments from the
underlying Fund or its affiliate for administrative and
shareholder services provided by the Company. See "Fees
and Charges -- Separate Account Expense Reimbursement"
in this prospectus for more information.
(4) OTHER EXPENSES includes custody, accounting, reports to
shareholders, audit, legal and other miscellaneous
expenses. Additionally for non AGSPC Funds this may
include distribution fees.
(5) Neuberger & Berman Management Incorporated ("N&B")
voluntarily bears certain expenses of Neuberger & Berman
Guardian Trust ("Trust") so that the Trust's expense
ratio per annum will not exceed the expense ratio per
annum by more than 0.10% of the Trust's average daily
net assets, until December 31, 1996. The reimbursement
reflected in this Fee Table is based upon N&B's
estimate. Absent the reimbursement Other Expenses are
estimated to be 0.10% and Total Fund Expenses to be
0.96% of average daily net assets. The Trust started
operating on August 3, 1993. It has identical investment
objectives and policies and as part of a "master/feeder
structure" invests in the same portfolio as Neuberger &
Berman Guardian Fund ("Fund"), which is also managed by
N&B. The performance information for the Trust before
August 3, 1993 is for the Fund and its predecessor which
had an inception date of June 1, 1950. For more
information on the "master/feeder structure" see the
Trust's prospectus.
Note: These examples should not be considered
representations of past or future expenses for VALIC
Separate Account A or for any Fund. Actual expenses may be
greater or less than those shown above. Similarly, the 5%
annual rate of return assumed in the examples is not an
estimate or guarantee of future investment performance. The
purpose of the Fee Table above is to help Contract Owners
and Participants understand the various expenses of VALIC
Separate Account A and the Funds which are, in effect,
passed on to the Contract Owners and Participants.
This Fee Table, shows all charges and expenses which may be
deducted from the assets of VALIC Separate Account A and
from the Funds in which VALIC Separate Account A invests.
For a further description of these charges and expenses, see
"Fees and Charges" in this prospectus. Any and all
limitations on total charges and expenses are reflected in
this Fee Table.
6
<PAGE> 13
SELECTED PURCHASE UNIT DATA
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AGSPC NEUBERGER &
INTERNATIONAL AGSPC AGSPC AGSPC AGSPC BERMAN
AGSPC GOVERNMENT MONEY SCIENCE & SOCIAL STOCK INDEX FOUNDERS GUARDIAN
GROWTH BOND MARKET TECHNOLOGY AWARENESS DIVISION GROWTH TRUST
DIVISION 15 DIVISION 13 DIVISION 6 DIVISION 17 DIVISION 12 10(1) DIVISION 30 DIVISION 29
----------- ----------- ---------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
July 1, 1996
Initial Offering Value $ 1.000000 $ 1.000000
December 31, 1995
Purchase Units in Force 164,417,848 73,369,250 51,907,757 187,862,232 32,750,120 455,255,243
Purchase Unit Value $1.466652 $1.530780 $1.545802 $1.997175 $1.835102 $2.343900
December 31, 1994
Purchase Units in Force 32,633,370 25,691,713 75,765,781 42,726,137 29,015,764 416,234,288
Purchase Unit Value $1.001834 $1.301357 $1.479129 $1.247713 $1.333899 $1.724134
July 11, 1994
Purchase Unit Value(2) -- -- -- -- -- --
April 29, 1994
Purchase Unit Value(2) $1.000000 -- -- $1.000000 -- --
December 31, 1993
Purchase Units in Force -- 18,155,381 24,799,810 -- 26,230,566 369,550,060
Purchase Unit Value -- $1.258340 $1.439327 -- $1.366979 $1.729327
December 31, 1992
Purchase Units in Force -- 6,245,713 23,414,474 -- 16,956,437 283,808,045
Purchase Unit Value -- $1.112826 $1.415690 -- $1.279516 $1.589718
May 1, 1992
Purchase Unit Value(2) -- -- -- -- -- --
December 31, 1991
Purchase Units in Force -- 953,038 25,545,494 -- 8,447,711 90,526,907
Purchase Unit Value -- $1.090499 $1.384882 -- $1.250634 $1.505641
October 1, 1991
Purchase Unit Value(2) -- $1.000000 -- -- -- --
December 31, 1990
Purchase Units in Force -- -- 25,246,481 -- 2,947,418 46,016,297
Purchase Unit Value -- -- $1.325393 -- $0.987666 $1.179000
December 31, 1989
Purchase Units in Force -- 15,949,534 -- 212,636 22,325,990
Purchase Unit Value -- -- $1.240599 -- $1.010003 $1.238782
October 2, 1989
Purchase Unit Value(2) -- -- -- -- $1.000000 --
December 31, 1988
Purchase Units in Force -- -- 9,429,191 -- -- 9,213,178
Purchase Unit Value -- -- $1.149516 -- -- $0.968670
December 31, 1987
Purchase Units in Force -- -- 4,121,853 -- -- 4,326,102
Purchase Unit Value -- -- $1.087299 -- -- $0.856238
April 20, 1987
Purchase Unit Value(2) -- -- -- -- -- $1.000000
December 31, 1986
Purchase Units in Force -- -- 914,106 -- -- --
Purchase Unit Value -- -- $1.040484 -- -- --
January 16, 1986
Purchase Unit Value(2) -- -- $1.000000 -- -- --
December 31, 1985
Purchase Units in Force -- -- -- -- -- --
Purchase Unit Value -- -- -- -- -- --
</TABLE>
- ------------
(1) Effective with the merger of Quality Growth Fund into Stock Index Fund on
May 1, 1992, Quality Growth Division 9 was merged into Stock Index Division
10. The merger of Divisions was accomplished by an exchange of units of
Quality Growth Division 9 for units of Stock Index Division 10 of equivalent
value as calculated at the close of business on April 30, 1992.
(2) Purchase Unit Value At Date Of Inception.
7
<PAGE> 14
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VANGUARD
FIXED INCOME
SECURITIES FUND-
PUTNAM OTC SCUDDER TWENTIETH LONG-TERM
PUTNAM GLOBAL PUTNAM NEW EMERGING GROWTH AND TEMPLETON CENTURY ULTRA CORPORATE
GROWTH OPPORTUNITIES GROWTH INCOME FOREIGN INVESTORS PORTFOLIO
DIVISION 28 DIVISION 26 DIVISION 27 DIVISION 21 DIVISION 32 DIVISION 31 DIVISION 22
------------- ------------- ------------- ------------ ------------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
$ 1.000000 $ 1.000000 $ 1.000000 $ 1.000000 $ 1.000000 $ 1.000000 $ 1.000000
<CAPTION>
VANGUARD
FIXED INCOME
SECURITIES FUND-
LONG-TERM
PUTNAM GLOBAL U.S. TREASURY VANGUARD/ VANGUARD/
GROWTH PORTFOLIO WELLINGTON WINDSOR II
DIVISION 28 DIVISION 23 DIVISION 25 DIVISION 24
------------- ---------------- ------------ ------------
<S> <<C> <C> <C>
$ 1.000000 $ 1.000000 $ 1.000000 $ 1.000000
</TABLE>
- ------------
Financial statements of VALIC Separate Account A are included in the Statement
of Additional Information, which is available upon request. Purchase units shown
are for a Purchase Unit outstanding throughout the year under a representative
Contract of the type invested in each column shown. The unit value of each
Division of VALIC Separate Account A will not be the same on any given day as
the net asset value per share of the underlying Fund of the Series Company and
the other mutual fund portfolios described in this prospectus in which that
Division invests. This is because each unit value consists of the underlying
share's net asset value minus the charges to VALIC Separate Account A. In
addition, dividends declared by the underlying Fund are reinvested by the
Division in additional shares. These distributions have the effect of reducing
the value of each share of the Fund and increasing the number of Fund shares
outstanding. However, the total cash value in VALIC Separate Account A does not
change as a result of such distributions.
8
<PAGE> 15
- --------------------------------------------------------------------------------
ABOUT PORTFOLIO DIRECTOR 2
Portfolio Director 2 was developed to help you save money for your retirement.
It offers you a combination of fixed and variable investment options that you
can invest in to help you reach your retirement savings goals. Your
contributions to Portfolio Director 2 can come from different sources, like
payroll deductions or money transfers. Your retirement savings process with
Portfolio Director 2 will involve two stages: the Purchase Period; and the
Payout Period. The first is when you make contributions into Portfolio Director
2 called "Purchase Payments." The second, is when you receive your retirement
payouts. For more information, see "Purchase Period" and the "Payout Period" in
this prospectus.
You may choose, depending upon your retirement savings goals, your personal risk
tolerances, and your retirement plan, to invest in the Fixed Account Options
and/or the Variable Account Options described in this prospectus. When you
decide to retire, or otherwise withdraw your money, you can select from a wide
array of payout options including both fixed and variable payments. In addition,
this prospectus will describe for you all fees and charges that may apply to
your participation in Portfolio Director 2.
ABOUT VALIC
We are a life insurance company organized in 1955 and located in the State of
Texas. Our main business is issuing and offering fixed and variable retirement
annuity contracts, like Portfolio Director 2. Our principal offices are located
at 2929 Allen Parkway, Houston, Texas 77019. We have Regional Offices throughout
the United States. The addresses for these offices are given in the back of this
prospectus.
VALIC is a member of the American General Corporation group of companies.
Members of the American General Corporation group of companies operate in each
of the 50 states and Canada and collectively provide financial services with
activities heavily weighted toward insurance.
ABOUT VALIC SEPARATE ACCOUNT A
When you direct money to Portfolio Director 2's Variable Account Options, you
will be sending that money through VALIC's Separate Account A. You do not invest
directly in the Mutual Funds made available in Portfolio Director 2. VALIC's
Separate Account A invests in the Mutual Funds on behalf of your account.
VALIC Separate Account A is made up of what we call "Divisions." Eighteen
Divisions are available and represent the Variable Account Options in Portfolio
Director 2. Each of these Divisions invests in a different Mutual Fund made
available through Portfolio Director 2. For example, Division Ten represents and
invests in the Stock Index Fund. The earnings (or losses) of each Division are
credited to (or charged against) the assets of that Division, and do not affect
the performance of the other Divisions of VALIC Separate Account A.
VALIC established Separate Account A in 1979 under Texas insurance law to allow
you to be able to invest in a number of Variable Account Options available in
Portfolio Director 2. VALIC Separate Account A is registered with the Securities
and Exchange Commission (SEC) as a unit investment trust under the Investment
Company Act of 1940. Units of interest in VALIC Separate Account A are
registered as securities under the Securities Act of 1933.
VALIC Separate Account A is administered and accounted for as part of VALIC's
business operations. However, the income, capital gains or capital losses,
whether or not realized of each Division of VALIC Separate Account A are
credited to or charged against the assets held in that Division without regard
to the income, capital gains or capital losses of any other Division or arising
out of any other business the Company may conduct. In accordance with the terms
of Portfolio Director 2, VALIC Separate Account A may not be charged with the
liabilities of any other VALIC operation. As stated in Portfolio Director 2, the
Texas Insurance Code requires that the assets of VALIC Separate Account A
attributable to Portfolio Director 2 be held exclusively for the benefit of the
contract owner, participants, annuitants, and beneficiaries of Portfolio
Director 2. When we discuss performance information in this prospectus, we mean
the performance of a VALIC Separate Account A Division.
UNITS OF INTERESTS
Your investment in a Division of VALIC Separate Account A is represented by
units of interest issued by VALIC Separate Account A. On a daily basis, the
units of interest issued by VALIC Separate Account A are revalued to reflect
that day's performance of the underlying mutual fund minus any applicable fees
and charges to VALIC Separate Account A.
All inquiries regarding
PORTFOLIO DIRECTOR 2
may be directed to your
VALIC Regional Office at
the addresses shown in the
back of this prospectus.
MUTUAL FUND OR FUND --
the investment portfolio(s)
of a registered open-end
management investment
company, which serves as
the underlying investment
vehicle for each Division
represented in VALIC
Separate Account A.
For more information about
VALIC, see the Statement of
Additional Information
9
<PAGE> 16
VARIABLE ACCOUNT OPTIONS
- -------------------------------------------------------------------------------
Portfolio Director 2 enables you to participate in Divisions that represent
eighteen Variable Account Options. These Divisions comprise all of the Variable
Account Options that are made available to you through VALIC Separate Account A.
See "About VALIC Separate Account A" in this prospectus.
Each individual Division represents and invests, through VALIC's Separate
Account A, in specific mutual funds. Twelve of the Mutual Funds are also
available to the general public. These mutual funds serve as the investment
vehicles for Portfolio Director 2 and include:
- - American General Series Portfolio
Company (AGSPC) -- offers 6 funds, for which VALIC serves as investment
adviser.
- - Founders Funds, Inc. -- offers 1 fund for which Founders Asset Management,
Inc. serves as investment adviser.
- - Neuberger & Berman Management Inc. -- offers 1 fund for which Neuberger &
Berman Management Inc. serves as investment manager and Neuberger & Berman
serves as sub-adviser.
- - Putnam Investments -- offers 3 funds for which Putnam Investment Management
Inc., serves as investment adviser.
- - Scudder, Stevens & Clark Inc. -- offers 1 fund for which Scudder, Stevens &
Clark Inc. serves as investment adviser.
- - Templeton Funds Inc. -- offers 1 fund for which Templeton Global Advisors
Limited serves as investment adviser.
- - Twentieth Century Investors Inc. -- offers 1 fund for which Investors Research
Corporation serves as investment adviser.
- - The Vanguard Group Inc. -- offers 4 funds for which Barrow, Hanley, Mewhinney
& Strauss Inc., Equinox Capital Management Inc., Tukmann Capital Management
Inc., Vanguard Group Inc., Wellington Management Company and Vanguard Group
Inc., Fixed Income Management Division serve as investment advisers
Each of these Funds (except for AGSPC's International Government Bond Fund which
is a non-diversified Fund) is registered as a diversified open-end, management
investment company and is regulated under the Investment Company Act of 1940.
For complete information about each of these Funds, including charges and
expenses, you should refer to the prospectus for that Fund. Additional copies
are available from VALIC or you may contact your VALIC Regional Office at the
addresses shown in the back of this prospectus.
SUMMARY OF FUNDS
A brief summary of the investment objectives of each Mutual Fund is shown below.
In addition to the investment objectives, the change in an Account Value of an
assumed $10,000 investment in each of the Divisions is shown in both table and
graph form. This will not reflect any deduction for account maintenance fees,
surrender charges and premium taxes. Any charges under Portfolio Director 2
excluded from the calculation of these returns will further reduce your return.
The Account Values shown are since the inception of the Division or the last 10
fiscal years (except for the Putnam New Opportunities Division which shows the
Account Value since the inception date of the underlying Fund). For more
information about how these returns were calculated including a statement of the
charges reflected and tables showing historical performance information see "How
to Review Investment Performance of Separate Account Divisions" in this
prospectus.
VARIABLE ACCOUNT
OPTIONS -- investment
options that correspond
to Separate Account
Divisions offered by
Portfolio Director 2.
Investment returns on
Variable Account
Options may be positive
or negative depending on
the investment
performance of the
underlying Mutual Fund.
10
<PAGE> 17
AGSPC
GROWTH FUND
(Division 15)
- ---------------------------------------------------------------
INVESTMENT OBJECTIVE
Seeks to provide long-term growth of capital through investment primarily in
common stocks of U.S. growth companies engaged in service-related activities.
<TABLE>
<CAPTION>
Quarterly Value of a $10,000
Stipulated Payment made
April 29,1994 $ Value
- ---------------------------- -------
<S> <C>
04/29/94 $10,000
06/30/94 9,527
09/30/94 10,037
12/31/94 10,018
03/31/95 11,246
06/30/95 12,241
09/30/95 13,920
12/31/95 14,667
</TABLE>
VALUE AT MONTHLY INTERVALS OF A $10,000
STIPULATED PAYMENT MADE APRIL 29, 1994
[CHART]
AGSPC
INTERNATIONAL GOVERNMENT
BOND FUND
(Division 13)
- ---------------------------------------------------------------
INVESTMENT OBJECTIVE
Seeks high current income through investments primarily in high quality debt
securities issued or guaranteed by foreign governments.
<TABLE>
<CAPTION>
Annual Value of a $10,000
Stipulated Payment made
October 1, 1991 $ Value
- ------------------------- -------
<S> <C>
10/01/91 $10,000
12/31/91 10,905
12/31/92 11,128
12/31/93 12,583
12/31/94 13,014
12/31/95 15,308
</TABLE>
VALUE AT MONTHLY INTERVALS OF A $10,000
STIPULATED PAYMENT MADE OCTOBER 1, 1991
[CHART]
11
<PAGE> 18
AGSPC
MONEY MARKET FUND
(Division 6)
- ---------------------------------------------------------------
INVESTMENT OBJECTIVE
Seeks liquidity, protection of capital and current income through investments in
short-term money market instruments.
<TABLE>
<CAPTION>
Annual Value of a $10,000
Stipulated Payment made
January 16, 1986 $ Value
- ------------------------- -------
<S> <C>
01/16/86 $10,000
12/31/86 10,405
12/31/87 10,873
12/31/88 11,495
12/31/89 12,406
12/31/90 13,254
12/31/91 13,849
12/31/92 14,157
12/31/93 14,393
12/31/94 14,791
12/31/95 15,458
</TABLE>
VALUE AT MONTHLY INTERVALS OF A $10,000
STIPULATED PAYMENT MADE JANUARY 16, 1986
[CHART]
AGSPC
SCIENCE & TECHNOLOGY FUND
(Division 17)
- ---------------------------------------------------------------
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.
<TABLE>
<CAPTION>
Quarterly Value of a
$10,000
Stipulated Payment made
April 29, 1994 $ Value
- ------------------------- -------
<S> <C>
04/29/94 $10,000
06/30/94 9,457
09/30/94 11,316
12/31/94 12,477
03/31/95 13,753
06/30/95 16,805
09/30/95 19,444
12/31/95 19,972
</TABLE>
VALUE AT MONTHLY INTERVALS OF A $10,000
STIPULATED PAYMENT MADE APRIL 29, 1994
[CHART]
12
<PAGE> 19
AGSPC
SOCIAL AWARENESS FUND
(Division 12)
- ---------------------------------------------------------------
INVESTMENT OBJECTIVE
Seeks to obtain growth of capital through investment, primarily in common
stocks, in companies which meet the social criteria established for the Fund.
<TABLE>
<CAPTION>
Annual Value of a $10,000
Stipulated Payment made
October 2, 1989 $ Value
- ------------------------- -------
<S> <C>
10/02/89 $10,000
12/31/89 10,100
12/31/90 9,877
12/31/91 12,506
12/31/92 12,795
12/31/93 13,670
12/31/94 13,339
12/31/95 18,351
</TABLE>
VALUE AT MONTHLY INTERVALS OF A $10,000
STIPULATED PAYMENT MADE OCTOBER 2, 1989
[CHART]
AGSPC
STOCK INDEX FUND
(Division 10)
- ---------------------------------------------------------------
INVESTMENT OBJECTIVE
Seeks long-term capital growth through investment in common stocks that, as a
group, are expected to provide investment results closely corresponding to the
performance of the Standard & Poor's 500 Stock Index(R)*.
<TABLE>
<CAPTION>
Annual Value of a $10,000
Stipulated Payment made
April 20, 1987 $ Value
- ------------------------- -------
<S> <C>
04/20/87 $10,000
12/31/87 8,562
12/31/88 9,687
12/31/89 12,388
12/31/90 11,790
12/31/91 15,056
12/31/92 15,897
12/31/93 17,293
12/31/94 17,241
12/31/95 23,439
</TABLE>
VALUE AT MONTHLY INTERVALS OF A $10,000
STIPULATED PAYMENT MADE APRIL 20, 1987
[CHART]
* "Standard & Poor's(R)", "S&P(R)" and "S&P 500(R)" are trademarks of Standard
and Poor's ("S&P"). The Stock Index Fund is not sponsored, endorsed, sold or
promoted by S&P and S&P makes no representation regarding the advisability of
investing in this Fund.
13
<PAGE> 20
FOUNDERS GROWTH FUND
(Division 30)
- ---------------------------------------------------------------
INVESTMENT OBJECTIVE
Seeks long-term growth of capital. Fund invests primarily in common stocks of
well established, high-quality growth companies.
<TABLE>
<CAPTION>
Annual Value of a $10,000
Stipulated Payment made
January 1, 1986 $ Value
- ------------------------- -------
<S> <C>
01/01/86 $10,000
12/31/86 11,852
12/31/87 12,924
12/31/88 13,411
12/31/89 18,825
12/31/90 16,665
12/31/91 24,321
12/31/92 25,102
12/31/93 31,203
12/31/94 29,863
12/31/95 43,049
</TABLE>
VALUE AT MONTHLY INTERVALS OF A $10,000
STIPULATED PAYMENT MADE JANUARY 1, 1986
[CHART]
NEUBERGER & BERMAN
GUARDIAN TRUST*
(Division 29)
- ---------------------------------------------------------------
INVESTMENT OBJECTIVE
Seeks capital appreciation and, secondarily, current income. The Trust invests
primarily in a large number of common stocks of long-established, high quality
companies.
<TABLE>
<CAPTION>
Annual Value of a $10,000
Stipulated Payment made
January 1, 1986 $ Value
- ------------------------- -------
<S> <C>
01/01/86 $10,000
12/31/86 11,079
12/31/87 10,860
12/31/88 13,775
12/31/89 16,568
12/31/90 15,635
12/31/91 20,773
12/31/92 24,486
12/31/93 27,530
12/31/94 27,670
12/31/95 36,165
</TABLE>
VALUE AT MONTHLY INTERVALS OF A $10,000
STIPULATED PAYMENT MADE JANUARY 1, 1986
[CHART]
* The Trust started operating on August 3, 1993. It has identical investment
objectives and policies and as part of a "master/feeder structure" invests in
the same portfolio as Neuberger & Berman Guardian Fund ("Fund"), which is
also managed by Neuberger & Berman Management Incorporated ("N&B
Management"). N&B Management voluntarily bears certain expenses of the Trust
so that its expense ratio per annum will not exceed the expense ratio per
annum of the Fund by more than 0.10% of the Trust's average daily net assets,
until December 31, 1996. The performance information for the Trust before
August 3, 1993 is for the Fund and its predecessor, which had an inception
date of June 1, 1950. For more information about the Trust's "master/feeder
structure" see the Trust's prospectus.
14
<PAGE> 21
PUTNAM GLOBAL GROWTH
FUND
(Division 28)
- ---------------------------------------------------------------
INVESTMENT OBJECTIVE
Seeks capital appreciation. Current income is only an incidental consideration
in selecting investments for the Fund. The Fund is designed for investors
seeking above-average capital growth potential through a globally diversified
portfolio of common stocks. Dividend and interest income is only an incidental
consideration.
<TABLE>
<CAPTION>
Annual Value of a $10,000
Stipulated Payment made
January 1, 1986 $ Value
- ------------------------- -------
<S> <C>
01/01/86 $10,000
12/31/86 13,642
12/31/87 14,496
12/31/88 15,648
12/31/89 19,283
12/31/90 17,334
12/31/91 20,247
12/31/92 20,093
12/31/93 26,233
12/31/94 25,750
12/31/95 29,271
</TABLE>
VALUE AT MONTHLY INTERVALS OF A $10,000
STIPULATED PAYMENT MADE JANUARY 1, 1986
[CHART]
PUTNAM NEW OPPORTUNITIES
FUND
(Division 26)
- ---------------------------------------------------------------
INVESTMENT OBJECTIVE
Seeks long-term capital appreciation. Current income is only an incidental
consideration. The Fund invests principally in common stocks of companies in
sectors of the economy which the Fund's investment adviser believes possess
above-average long-term growth potential.
<TABLE>
<CAPTION>
Annual Value of a $10,000
Stipulated Payment made
August 31, 1990 $ Value
- ------------------------- -------
<S> <C>
08/31/90 $10,000
12/31/90 11,041
12/31/91 18,320
12/31/92 22,785
12/31/93 29,940
12/31/94 30,625
12/31/95 44,365
</TABLE>
VALUE AT MONTHLY INTERVALS OF A $10,000
STIPULATED PAYMENT MADE AUGUST 31, 1990
[CHART]
15
<PAGE> 22
PUTNAM OTC EMERGING
GROWTH FUND
(Division 27)
- ---------------------------------------------------------------
INVESTMENT OBJECTIVE
Seeks capital appreciation. The Fund invests primarily in common stocks of
small- to medium-sized "emerging growth" companies traded in the
over-the-counter ("OTC") market. The Fund is designed for investors willing to
assume above-average risk in return for above average capital growth potential.
The Fund may trade securities for short-term profits.
<TABLE>
<CAPTION>
Annual Value of a $10,000
Stipulated Payment made
January 1, 1986 $ Value
- ------------------------- -------
<S> <C>
01/01/86 $10,000
12/31/86 11,734
12/31/87 12,167
12/31/88 13,998
12/31/89 17,875
12/31/90 15,954
12/31/91 22,251
12/31/92 24,827
12/31/93 32,465
12/31/94 32,863
12/31/95 50,755
</TABLE>
VALUE AT MONTHLY INTERVALS OF A $10,000
STIPULATED PAYMENT MADE JANUARY 1, 1986
[CHART]
SCUDDER GROWTH AND
INCOME FUND
(Division 21)
- ---------------------------------------------------------------
INVESTMENT OBJECTIVE
Seeks long-term growth of capital, current income and growth of income. The Fund
invests primarily in common stocks, preferred stocks, and securities convertible
into common stocks of companies which offer the prospect for growth of earnings
while paying current dividends.
<TABLE>
<CAPTION>
Annual Value of a $10,000
Stipulated Payment made
January 1, 1986 $ Value
- ------------------------- -------
<S> <C>
01/01/86 $10,000
12/31/86 11,685
12/31/87 11,944
12/31/88 13,213
12/31/89 16,492
12/31/90 15,907
12/31/91 20,138
12/31/92 21,792
12/31/93 24,881
12/31/94 25,210
12/31/95 32,668
</TABLE>
VALUE AT MONTHLY INTERVALS OF A $10,000
STIPULATED PAYMENT MADE JANUARY 1, 1986
[CHART]
16
<PAGE> 23
TEMPLETON FOREIGN FUND
(Division 32)
- ---------------------------------------------------------------
INVESTMENT OBJECTIVE
Seeks long-term capital growth through a flexible policy of investing in stocks
and debt obligations of companies and governments outside the United States. Any
income realized will be incidental.
<TABLE>
<CAPTION>
Annual Value of a $10,000
Stipulated Payment made
January 1, 1986 $ Value
- ------------------------- -------
<S> <C>
01/01/86 $10,000
12/31/86 12,754
12/31/87 15,753
12/31/88 19,031
12/31/89 24,597
12/31/90 23,625
12/31/91 27,666
12/31/92 27,421
12/31/93 37,149
12/31/94 36,918
12/31/95 40,635
</TABLE>
VALUE AT MONTHLY INTERVALS OF A $10,000
STIPULATED PAYMENT MADE JANUARY 1, 1986
[CHART]
TWENTIETH CENTURY ULTRA INVESTORS FUND
(Division 31)
- ---------------------------------------------------------------
INVESTMENT OBJECTIVE
Seeks capital growth. The Fund invests primarily in common stocks that are
considered to have better-than-average prospects for appreciation.
<TABLE>
<CAPTION>
Annual Value of a $10,000
Stipulated Payment made
January 1, 1986 $ Value
- ------------------------- -------
<S> <C>
01/01/86 $10,000
12/31/86 10,911
12/31/87 11,519
12/31/88 12,916
12/31/89 17,501
12/31/90 18,939
12/31/91 34,940
12/31/92 35,012
12/31/93 42,204
12/31/94 40,253
12/31/95 54,839
</TABLE>
VALUE AT MONTHLY INTERVALS OF A $10,000
STIPULATED PAYMENT MADE JANUARY 1, 1986
[CHART]
17
<PAGE> 24
VANGUARD FIXED
INCOME SECURITIES
FUND -- LONG-TERM
CORPORATE PORTFOLIO
(Division 22)
- ---------------------------------------------------------------
INVESTMENT OBJECTIVE
Seeks high level of current income consistent with the maintenance of principal
and liquidity. The Portfolio invests in a diversified portfolio of investment
grade corporate and government bonds.
<TABLE>
<CAPTION>
Annual Value of a $10,000
Stipulated Payment made
January 1, 1986 $ Value
- ------------------------- -------
<S> <C>
01/01/86 $10,000
12/31/86 11,279
12/31/87 11,162
12/31/88 12,093
12/31/89 13,757
12/31/90 14,431
12/31/91 17,233
12/31/92 18,682
12/31/93 21,126
12/31/94 19,760
12/31/95 24,672
</TABLE>
VALUE AT MONTHLY INTERVALS OF A $10,000
STIPULATED PAYMENT MADE JANUARY 1, 1986
[CHART]
VANGUARD FIXED
INCOME SECURITIES
FUND -- LONG-TERM
U.S. TREASURY PORTFOLIO
(Division 23)
- ---------------------------------------------------------------
INVESTMENT OBJECTIVE
Seeks high level of current income consistent with the maintenance of principal
and liquidity. The Portfolio invests at least 85% of its assets in long-term
securities backed by the full faith and credit of the U.S. Government. Also, at
least 65% of the Fund assets will be invested in U.S. Treasury bills, notes and
bonds.
<TABLE>
<CAPTION>
Annual Value of a $10,000
Stipulated Payment made
May 19, 1986 $ Value
- ------------------------- -------
<S> <C>
05/19/86 $10,000
12/31/86 10,639
12/31/87 10,200
12/31/88 10,996
12/31/89 12,809
12/31/90 13,382
12/31/91 15,521
12/31/92 16,466
12/31/93 18,995
12/31/94 17,442
12/31/95 22,416
</TABLE>
VALUE AT MONTHLY INTERVALS OF A $10,000
STIPULATED PAYMENT MADE MAY 19, 1986
[CHART]
18
<PAGE> 25
VANGUARD/WELLINGTON FUND
(Division 25)
- ---------------------------------------------------------------
INVESTMENT OBJECTIVE
Seeks conservation of principal, a reasonable income return, and profits without
undue risk.
This Fund seeks relative capital stability, a reasonable level of income, and
the potential for capital appreciation. By balancing its investments among
common stocks and bonds, the Fund is expected to provide lower investment risk
and share price volatility (and a lower return in the long run) than a mutual
fund which invests exclusively in common stocks.
<TABLE>
<CAPTION>
Annual Value of a $10,000
Stipulated Payment made
January 1, 1986 $ Value
- ------------------------- -------
<S> <C>
01/01/86 $10,000
12/31/86 11,686
12/31/87 11,805
12/31/88 13,536
12/31/89 16,259
12/31/90 15,607
12/31/91 19,061
12/31/92 20,315
12/31/93 22,777
12/31/94 22,387
12/31/95 29,395
</TABLE>
VALUE AT MONTHLY INTERVALS OF A $10,000
STIPULATED PAYMENT MADE JANUARY 1, 1986
[CHART]
VANGUARD/WINDSOR II
(Division 24)
- ---------------------------------------------------------------
INVESTMENT OBJECTIVE
Seeks to provide long-term growth of capital and income by investing primarily
in common stocks. The Fund's secondary objective is to provide current income.
<TABLE>
<CAPTION>
Annual Value of a $10,000
Stipulated Payment made
January 1, 1986 $ Value
- ------------------------- -------
<S> <C>
01/01/86 $10,000
12/31/86 11,980
12/31/87 11,579
12/31/88 14,265
12/31/89 18,010
12/31/90 16,012
12/31/91 20,353
12/31/92 22,509
12/31/93 25,256
12/31/94 24,654
12/31/95 33,811
</TABLE>
VALUE AT MONTHLY INTERVALS OF A $10,000
STIPULATED PAYMENT MADE JANUARY 1, 1986
[CHART]
19
<PAGE> 26
PURCHASE PERIOD
- --------------------------------------------------------------------------------
The Purchase Period begins when your first Purchase Payment is made and
continues until you begin your Payout Period. The Purchase Period can also end
when a Portfolio Director 2 account is surrendered before the Payout Period. The
amount, number, and frequency of your Purchase Payments is determined by the
retirement plan for which Portfolio Director 2 was purchased.
PURCHASE PAYMENTS
You may establish an account only through a VALIC representative. Initial
Purchase Payments must be received by VALIC either with, or before, a completed
application. Your employer is usually responsible for remitting Purchase
Payments to us. The employer is responsible for furnishing instructions to us (a
premium flow report) as to the amount being applied to your account.
Minimum initial and subsequent Purchase Payments are as follows:
- --------------------------------------------------
<TABLE>
<CAPTION>
Initial Subsequent
Contract Type Payment Payment
- ---------------------- ------- ----------
<S> <C> <C>
Periodic Payment $ 30 $ 30
Single Payment $1,000 -0-
</TABLE>
- --------------------------------------------------
Periodic Payment minimums apply to each Fixed Account Option or Variable Account
Option selected. The Single Payment minimum applies to each of your accounts.
Purchase Payments are received in VALIC's Home Office. When an initial Purchase
Payment accompanies an application, within 2 business days we will:
- - Accept the Application -- and issue a contract. We will also establish your
account and apply your Purchase Payment by crediting the amount to the Fixed
Account Option or Variable Account Option selected;
- - Reject the Application -- and return the Purchase Payment; or
- - Request Additional Information -- to correct or complete the application.
- - Initial Purchase Payments will be returned if we do not receive a correct and
complete application within 5 business days unless the Contract Owner agrees
otherwise.
PURCHASE UNITS
A Purchase Unit is a unit of interest owned by you in your Variable Account
Option. Purchase Units apply only to the Variable Account Options selected for
your account. Purchase Unit values are calculated at the close of regular
trading of the New York Stock Exchange (the "Exchange"), currently 4:00 p.m. New
York time (see Calculation of Purchase Unit Value below for more information.)
Purchase Units will be credited the same business day if Purchase Payments are
received by our Home Office before the close of the Exchange. If not, they will
be calculated and credited the next business day. Purchase Unit values will vary
depending on the net investment results of each of the Variable Account Options.
This means the value of your Variable Account Option will fluctuate.
CALCULATION OF PURCHASE UNIT VALUE
The Purchase Unit value for a Division is calculated as shown below:
- --------------------------------------------------
Step 1: Calculate the gross investment rate:
Gross Investment Rate
= (EQUALS)
The Division's investment income
and capital gains and losses
(whether realized or unrealized) on
that day from the assets
attributable to the Division.
/ (DIVIDED BY)
The value of the Division for
the immediately preceding day on
which the values are calculated.
We calculate the gross investment rate as of 4:00 p.m. New York time on each
business day when the New York Stock Exchange is open (except the Friday
following Thanksgiving, the Friday following Christmas if Christmas falls on a
Thursday and the Monday before Christmas if Christmas falls on a Tuesday.)
- --------------------------------------------------
Step 2: Calculate net investment rate for any day as follows:
Net Investment Rate
= (EQUALS)
Gross Investment Rate
(calculated in Step 1)
- - (MINUS)
Separate Account charges and any
income tax charges.
Step 3: Determine Purchase Unit Value for that day.
Purchase Unit Value for that day.
= (EQUALS)
Purchase Unit Value for immediate
preceding day.
X (MULTIPLIED BY)
Net Investment Rate (as calculated
in Step 2) plus 1.00.
PURCHASE PAYMENTS -- an
amount of money you pay to
VALIC to receive the benefits
of an annuity Contract offered
by Portfolio Director 2.
For more information as to
how PURCHASE UNIT VALUES
are calculated, see the
Statement of Additional
Information.
20
<PAGE> 27
- --------------------------------------------------------------------------------
CHOOSING INVESTMENT OPTIONS
There are 20 investment options offered in Portfolio Director 2. This includes 2
Fixed Account Options and 18 Variable Account Options. Unless provided
otherwise, you
may select and combine up to 7 of the 20 options. The Funds that underlie the
Variable Account Options are registered as investment companies under and are
subject to regulation of the Investment Company Act of 1940 (the Act). The Fixed
Account Options are not subject to regulation under the Act and are not required
to be registered under the Securities Act of 1933. As a result, the SEC has not
reviewed data in this prospectus that relates to the Fixed Account Options.
However, federal securities law does require such data to be accurate and
complete.
FIXED ACCOUNT OPTIONS
Each of the Fixed Account Options are part of the Company's general assets. You
may allocate all or a portion of your Purchase Payment to the Fixed Account
Options listed in "Profile of Portfolio Director 2 Contract" appearing in this
prospectus. Purchase Payments you allocate to these Fixed Account Options are
guaranteed to earn at least a minimum rate of interest. Interest is paid on each
of the Fixed Account Options at declared rates, which may be different for each
option. We bear the entire investment risk for the Fixed Account Option. All
Purchase Payments and interest earned on such amounts in your Fixed Account
Option will be paid regardless of the investment results experienced by the
Company's general assets.
- --------------------------------------------------------------------------------
Here is how you may calculate the value of your Fixed Account Option during the
Purchase Period:
Value of Your Fixed
Account Options
= (EQUALS)
All Purchase Payments made to the
Fixed Account Options
+ (PLUS)
Amounts transferred from Variable
Account Options to the Fixed
Account Options
+ (PLUS)
All interest earned
- - (MINUS)
Amounts transferred or withdrawn
from Fixed Account Options
(including applicable fees and
charges)
VARIABLE ACCOUNT OPTIONS
You may allocate all or a portion of your Purchase Payments to the Variable
Account Options listed in this prospectus. A complete discussion of each of the
Variable Account Options may be found in the "Variable Account Options" section
in this prospectus. Based upon a Variable Account Option's Purchase Unit Value
your account will be credited with the applicable number of Purchase Units. The
Purchase Unit Value of each Variable Account Option will change daily depending
upon the investment performance of the underlying fund (which may be positive or
negative) and the deduction of VALIC Separate Account A charges. See the "Fees
and Charges" section in this prospectus. Because Purchase Unit Values change
daily, the number of Purchase Units your account will be credited with for
subsequent Purchase Payments will vary. Each Variable Account Option bears its
own investment risk. Therefore, the value of your account may be worth more or
less at retirement or withdrawal.
- --------------------------------------------------------------------------------
Here is how to calculate the value of each Variable Account Option in your
account during the Purchase Period:
Value of Your Variable Account Option
= (EQUALS)
Total Number of Purchase Units
X (MULTIPLIED BY)
Current Purchase Unit Value
- --------------------------------------------------------------------------------
STOPPING PURCHASE PAYMENTS
Purchase Payments may be stopped at any time. Purchase Payments may be resumed
at any time before your Portfolio Director 2 account has been surrendered. While
no Purchase Payments are being made, the number of Purchase Units outstanding
will remain the same. (This is assuming no transfers or withdrawals are made.)
The value of the Purchase Units will continue to vary. Your Account Value will
continue to be subject to charges.
If your Account Value falls below $300, and you do not make any Purchase
Payments for two years from the date we established your account, we may close
the account and pay the Account Value (less any surrender charge) to you.
PURCHASE UNIT -- a
measuring unit used to
calculate your Account
Value during the Purchase
Period. The value of a
Purchase Unit will vary
with the investment
experience of the
Separate Account Division
you have selected.
21
<PAGE> 28
TRANSFERS BETWEEN INVESTMENT OPTIONS
- -------------------------------------------------------------------------------
You may transfer all or part of your Account Value between the various Fixed
Account and Variable Account Options in Portfolio Director 2 without a charge.
Transfer instructions may be made either in writing or by telephone as discussed
below. Transfers may be made during the Purchase Period or during the Payout
Period. We reserve the right to limit transfers as discussed below. Your
employer's plan may also limit your rights to transfer.
DURING THE PURCHASE PERIOD
During the Purchase Period, transfers may be made between Portfolio Director 2's
Fixed Account Options and Variable Account Options.
We currently permit transfers between Variable Account Options or from Variable
Account Options to Fixed Account Options, at any time. We may, however, limit
the number of transfers you can make.
Transfers are also permitted from the Fixed Account Options subject to the
following limitations:
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FIXED OTHER
ACCOUNT OPTION VALUE FREQUENCY RESTRICTIONS
- ------------------- -------------- ------------ ---------------------
<S> <C> <C> <C>
Fixed Account
Plus: Up to 20% per At any time None (1)
contract year
100% At any time If Account Value is
less than or equal
to $500
Short-Term Fixed
Account: Up to 100% At any time 90-day Holding Period
If transfer was
previously made into
Short-Term Fixed
Account.(2)
</TABLE>
- ---------------
(1) Your employer may further limit or expand the restrictions. We may charge
for those modified restrictions if specified in your employer's retirement
plan.
(2) VALIC may change this holding period at any time in the future, but it will
never be more than 180 days.
DURING THE PAYOUT PERIOD
During the Payout Period, transfers may be made between Portfolio Director 2's
investment options subject to the following limitations:
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
% OF ACCOUNT
------------------------------------ OTHER
ACCOUNT OPTION VALUE FREQUENCY RESTRICTIONS
- --------------------- ------------ -------------------- ------------
<S> <C> <C> <C>
Variable: Up to 100% Once every 365 days None
Combination Fixed
and Variable Payout: Up to 100% Once every 365 days None
of money in
variable
option
payout
Fixed: Not -- --
permitted
</TABLE>
COMMUNICATING TRANSFER OR
REALLOCATION INSTRUCTIONS
A written instruction to transfer or reallocate all or part of your Account
Value between the various investment options in Portfolio Director, should be
sent to VALIC's Home Office.
Instructions for transfers or reallocations may be made by calling
1-800-621-7792. Telephone transfers will be allowed unless we have been notified
not to accept such telephone instructions. In this event, we must receive
written instructions, in order to permit future telephone transfers to be made.
Before a transfer will be made by telephone, you must give us the requested
identifying information concerning your account(s).
Unless we have been instructed not to accept requests for telephone transfers,
anyone may effect a telephone transfer if they furnish the requested
information. You will bear any loss resulting from such instructions, whether
the caller was specifically authorized by you or not.
No one that we employ or that represents VALIC may give telephone instructions
on your behalf without VALIC's prior written permission. (This does not apply to
a contract with the immediate family of an employee or representative of VALIC).
We will send you a confirmation of the completed transfer within 5 days from the
date of your instruction. When you receive your confirmation, it is your duty to
verify the information shown, and advise us of any errors within one business
day.
You will bear the risk of loss arising from instructions received by telephone.
We are not responsible for the authenticity of such instructions. Any telephone
instructions which we reasonably believe to be genuine will be your
responsibility. This includes losses from errors in communication. Telephone
transfer instruction may not be made during the Payout Period. We reserve the
right to stop telephone transfers at any time.
EFFECTIVE DATE OF TRANSFER
The effective date of a transfer will be:
- - The date of receipt, if received in our Home Office before the close of
regular trading of the New York Stock Exchange on a day values are calculated;
(Normally, this will be 4:00 P.M. New York time); otherwise
- - The next date values are calculated.
ACCOUNT VALUE -- the total
sum of your Fixed Account
and/or Variable Account
Options that have not yet
been applied to your Payout
Payments.
PURCHASE PERIOD -- the time
between your first Purchase
Payment and your Payout
Period (or surrender).
HOME OFFICE -- Our
principal office at 2929 Allen
Parkway, Houston, Texas
77019.
PAYOUT PERIOD -- the time
that starts when you begin to
withdraw your money in a
steady stream of payments.
22
<PAGE> 29
FEES AND CHARGES
- --------------------------------------------------------------------------------
By investing in Portfolio Director 2, you may be subject to six basic types of
fees and charges:
- - Account Maintenance Fee
- - Surrender Charges
- - Premium Tax Charge
- - Separate Account Charges
- - Fund Annual Expense Charge
- - Other Tax Charges
These fees and charges are explained below. For additional information about
these fees and charges, see the Fee Table in this prospectus.
ACCOUNT MAINTENANCE FEE
An account maintenance fee of $3.75 will be deducted on the last day of each
calendar quarter if any of your money is invested in the Variable Account
Options. We will sell Purchase Units from your Account to pay the account
maintenance fee. If you invest only in Fixed Account Options during a calendar
quarter, this fee will not apply. If all your money in a Variable Account Option
is withdrawn, or transferred to a Fixed Account Option, the fee will be deducted
at that time. The fee will be assessed equally among the Variable Account
Options that make up your Account Value.
The account maintenance fee is to reimburse the Company for our administrative
expenses for providing Variable Account Options. This includes the expense for
establishing and maintaining the record keeping for the Variable Account
Options. We do not expect that the amount of fees we receive will be greater
than our expenses.
The amount of the account maintenance fee may be reduced or waived if Portfolio
Director 2 is issued to certain types of plans which are expected to result in
lower costs to VALIC. To learn more about how we determine if account
maintenance fees may be reduced or waived, see the "Reduction or Waiver of
Account Maintenance Fee or Surrender Charges" section in this prospectus. If you
have two or more accounts established under the same group contract, we may
agree to deduct an account maintenance fee from only one account.
SURRENDER CHARGES
When you withdraw money from your account, you may be subject to a surrender
charge. For information about your right to surrender, see "Surrender of Account
Value" in this prospectus.
It is assumed that the most recent Purchase Payments are withdrawn first. No
surrender charge will be applied unless an amount is
actually withdrawn. We consider all Purchase Payments to be withdrawn before
earnings are withdrawn.
Amounts exchanged from other contracts issued by the Company may or may not be
subject to a surrender charge. After exchange, it is assumed that any new
Purchase Payments are withdrawn before the exchanged amount. For more
information, see "Exchange Privilege" in the Statement of Additional
Information.
AMOUNT OF SURRENDER CHARGES
A surrender charge may not be greater than:
- - Five percent (5%) of the amount of all Purchase Payments received during the
past 60 months; or
- - Five percent (5%) of the amount withdrawn.
10% FREE WITHDRAWAL
In any Participant Year, up to 10% of the Account Value may be withdrawn without
a surrender charge. The surrender charge will apply to any amount withdrawn that
exceeds this 10% limit. The percentage withdrawn will be determined by dividing
the amount withdrawn by the Account Value just prior to the withdrawal. If more
than one withdrawal is made during a Participant Year, each percentage will be
added to determine at what point the 10% limit has been reached.
These 10% withdrawals without charge do not reduce Purchase Payments for the
purpose of computing the surrender charge. If a surrender charge is applied to
all or part of a Purchase Payment, no surrender charge will be applied to such
Purchase Payment (or portion thereof) again.
EXCEPTIONS TO SURRENDER CHARGES
No surrender charge will be applied:
- - To money applied to provide a Payout Option;
- - To death benefits;
- - If no Purchase Payments have been received during the 60 months prior to the
date of surrender;
- - If your account has been in effect for 15 years or longer;
- - If your account has been in effect for 5 years or longer, and you have
attained age 59 1/2;
- - To "No Charge Systematic Withdrawals";
- - Under certain contracts, to withdrawals under the No Charge Minimum
Distribution provisions;
PARTICIPANT YEAR -- the first
twelve month period and then
each yearly anniversary of
that period following the
issue date of the contract or
certificate.
23
<PAGE> 30
- --------------------------------------------------------------------------------
- - If you have become totally and permanently disabled, defined as follows: You
are unable, due to mental or physical impairment, to perform the material and
substantial duties of any occupation for which you are suited by means of
education, training or experience; the impairment must have been in existence
for more than 180 days; the impairment must be expected to result in death or
be long-standing and indefinite and proof of disability must be evidenced by a
certified copy of a Social Security Administration determination or a doctor's
verification; and
- - If you are at least 55 years old, are no longer employed by the employer that
established the plan, and your account under the plan was established at least
5 years prior to the date of surrender.
The surrender charges may be reduced or waived if Portfolio Director 2 is issued
to certain types of plans which are expected to result in lower costs to VALIC.
To learn more about how we determine if surrender charges may be reduced or
waived, see the "Reduction or Waiver of Account Maintenance Fee or Surrender
Charges" section in this prospectus.
PREMIUM TAX CHARGE
Taxes on Purchase Payments are imposed by some states, cities, and towns. The
rate will range from zero to 3%.
If the law of a state, city, or town requires premium taxes to be paid when
Purchase Payments are made, we will, of course, comply. Otherwise, such tax will
be deducted from the Payout Value when annuity payments are to begin.
If we deduct an amount for premium taxes, but later find the tax was not due, we
will:
- - Adjust the amount deducted in error to reflect investment experience from the
date of the deduction to the date we determined the tax was not due; and
- - Apply the excess amount, as adjusted, to increase the number of Pay-in or
Payout Units.
SEPARATE ACCOUNT CHARGES
There will be a mortality and expense risk charge applied to VALIC Separate
Account A. This is a daily charge at an annualized rate of 1% to 1.25% on the
average daily net asset value of VALIC Separate Account A. The exact rate
depends on the Variable Account Option selected. This charge is guaranteed and
cannot be increased by the Company. The mortality and expense risk charge is to
compensate the Company for assuming mortality and expense risks under Portfolio
Director. The mortality risk that the Company assumes is the obligation to
provide payments during the Payout Period for your life no matter how long that
might be. In addition, the Company assumes the obligation to pay during the
Purchase Period an interest guaranteed death benefit. For more information about
the interest guaranteed death benefit see the "Death Benefit" section of this
prospectus. The expense risk is our obligation to cover the cost of issuing and
administering Portfolio Director 2, no matter how large the cost may be.
The Company may make a profit on the mortality and expense risk charge. For more
information about the mortality and expense risk charge, see the Fee Table in
this prospectus.
FUND ANNUAL EXPENSE CHARGE
Investment management charges based on a percentage of each Fund's average daily
net assets are payable by each Fund. Depending on the Variable Account Option
selected, the charges will be paid by each Fund to its investment adviser. These
charges and other Fund charges and expenses are fully described in the
prospectuses for the Funds. These charges indirectly cost you because they lower
your return.
OTHER TAX CHARGES
We reserve the right to charge for certain taxes (other than premium taxes) that
we may have to pay. This could include federal income taxes. Currently, no such
charges are being made.
REDUCTION OR WAIVER OF ACCOUNT
MAINTENANCE FEE OR SURRENDER
CHARGES
We may, as described below, determine that the account maintenance fee or the
amount of surrender charges for Portfolio Director 2 may be reduced or waived.
We may reduce or waive these fees and charges if we determine that your
retirement program will allow us to reduce or eliminate administrative or sales
expenses that we usually incur for retirement programs. There are a number of
factors we will review in determining whether your retirement program will allow
us to reduce or eliminate these administrative or sales expenses. In no event
will the reduction or waiver of fees and charges be permitted where the
reduction or waiver will unfairly discriminate against any person.
24
<PAGE> 31
- --------------------------------------------------------------------------------
To determine whether we can reduce or waive account maintenance fees, we review
the following factors:
- The type of retirement program.
Certain types of retirement programs because of their stability can result
in lower administrative costs.
- The nature of your retirement program.
Certain types of retirement programs, due to the types of employees who
participate, experience fewer account surrenders thus reducing
administrative costs.
- The frequency of Purchase Payments for your retirement program
Purchase Payments received no more than once a year can reduce
administrative costs.
- The administrative tasks performed by your employer for your retirement
program.
The employer sponsoring your retirement program can, through their method
of remitting Purchase Payments, reduce administrative costs.
- Other factors of which we are not presently aware which could reduce
administrative costs.
To determine whether we can reduce or waive surrender charges, we review the
following factors:
- The size of your retirement program.
A retirement program which involves a larger group of employees may allow
us to reduce sales expenses.
- The total amount of Purchase Payments to be received for your retirement
program.
Larger Purchase Payments can reduce sales expenses.
- The nature of your retirement program.
Certain types of retirement programs, due to the type of employees who
participate, experience fewer account surrenders thus reducing sales
expense.
- The type of your retirement program.
Certain types of retirement programs because of their stability can result
in lower sales expenses.
- The use of mass enrollment or related administrative tasks performed by your
employer for your retirement program.
- Other factors of which we are not presently aware which could reduce sales
expenses.
SEPARATE ACCOUNT EXPENSE
REIMBURSEMENT
Some of the Mutual Funds or their affiliates may have an agreement with the
Company to pay the Company for certain administrative and shareholder services
it provides to the underlying Fund. The Company will reduce its charges to the
Division investing in that Fund by the full amount of any of these payments it
receives. See the Fee Table in this prospectus for an identification of those
Funds for which a reimbursement applies.
25
<PAGE> 32
PAYOUT PERIOD
- --------------------------------------------------------------------------------
The Payout Period (Annuity Period) begins when you decide to retire or otherwise
withdraw your money in a steady stream of payments. If your employer's plan
permits, you may apply any portion of your Account Value to one of the types of
Payout Options listed below. You may choose to have your Payout Option on either
a fixed, a variable, or a combination payout basis. When you choose to have your
Payout Option on a variable basis, you may keep the same Variable Account
Options in which your Purchase Payments were made, or transfer to different
ones.
FIXED PAYOUT
Under Fixed Payout, you will receive payments from the Company. These payments
are fixed and guaranteed by the Company. The amount of these payments will
depend on:
- Type and duration of Payout Option chosen;
- Your age or your age and the age of your survivor (1);
- Your sex or your sex and the sex of your survivor (1) (IRA's and certain
nonqualified contracts);
- The portion of your Account Value being applied; and
- The payout rate being applied and the frequency of the payments.
(1) This applies only to joint and survivor payouts.
If the benefit would be greater, the amount of your payments will be based on
the current payout rate the Company uses for immediate annuity contracts.
VARIABLE PAYOUT
With a Variable Payout, you may select up to 7 Variable Account Options. Your
payments will vary accordingly. This is due to the varying investment results
that will be experienced by each of the Variable Account Options you selected.
The Payout Unit Value is calculated just like the Purchase Unit Value for each
Variable Account Option except that the Payout Unit Value includes a factor for
the Assumed Investment Rate you select. For additional information on how Payout
Payments and Payout Unit Values are calculated, see the Statement of Additional
Information.
In determining your first Payout Payment, an Assumed Investment Rate of 3 1/2%
is used (unless you select a higher rate.) If the net investment experience of
the Variable Account Option exceeds your Assumed Investment Rate, your next
payment will be greater than your first payment. If the investment
experience of the Variable Account Option is lower than your Assumed Investment
Rate, your next payment will be less than your first payment.
COMBINATION FIXED AND VARIABLE
PAYOUT
With a Combination Fixed and Variable Payout, you may choose:
- Up to 6 Variable Account Options (payments will vary); with a
- Fixed Payout (payment is fixed and guaranteed).
PAYOUT DATE
The Payout Date is the date elected by you on which your payout (annuity)
payments will start. The date elected must be the first of any month provided 30
days advance notice has been given to VALIC. Your account will be valued ten
days prior to the end of the month preceding the Payout Date. A request to start
payments must be sent to our Home Office on a form approved by VALIC. Generally,
for qualified contracts, the Payout Date may begin when you attain age 59 1/2 or
separate from service, but must begin no later than April 1 following the
calendar year you reach age 70 1/2. For nonqualified contracts, the Payout Date
may begin at any time prior to your 85th birthday. For additional information on
the minimum distribution rules that apply to payments under 403(b), 401, 403(a)
and 457 plans or simplified employee plans ("SEPs"), see "Federal Tax Matters"
in this prospectus and in the Statement of Additional Information.
PAYOUT OPTIONS
You may specify the manner in which your Payout Payments are made. You may
select one of the following options:
- LIFE ONLY -- payments are made only to you during your lifetime. Under this
option there is no provision for a death benefit for the beneficiary. For
example, it would be possible under this option for the Annuitant to receive
only one payout payment if he died prior to the date of the second payment,
two if he died before the third payment.
- LIFE WITH GUARANTEED PERIOD -- payments are made to you during your
lifetime; but if you die before the guaranteed period has expired, your
beneficiary will receive payments for the rest of your guaranteed period.
- LIFE WITH CASH OR UNIT REFUND -- payments are made to you during your
lifetime. Upon your death, your beneficiary will receive a lump sum
PAYOUT UNIT -- a measuring
unit used to calculate Payout
Payments from your Variable
Account Option. Payout Unit
values will vary with the
investment experience of the
VALIC Separate Account A
Division you have selected.
ASSUMED INVESTMENT
RATE -- the rate used to
determine your first monthly
Payout Payment per
thousand dollars of Account
Value in your Variable
Account Option(s).
26
<PAGE> 33
- --------------------------------------------------------------------------------
payment equal to the remaining Annuity Value.
- JOINT AND SURVIVOR LIFE -- payments are made to you during the joint
lifetime of you and your beneficiary. Upon the death of one, payments
continue during the lifetime of the survivor. This option is designed
primarily for couples who require maximum possible variable payouts during
their joint lives and are not concerned with providing for beneficiaries at
death of the last survivor. For example, it would be possible under this
option for the Joint Annuitants to receive only one payment if both
Annuitants died prior to the date of the second payment, or for the Joint
Annuitants to receive only one payment and the surviving Annuitant to
receive only one payment if one Annuitant died prior to the date of the
second payment and the surviving Annuitant dies prior to the date of the
third payment.
- PAYMENT FOR A DESIGNATED PERIOD -- payments are made to you for a select
number of years between five and thirty. Upon your death, payments will
continue to your beneficiary until the designated period is completed.
ENHANCEMENTS TO PAYOUT OPTIONS
You may be able to select enhancements to the Payout Options described above.
These enhancements include partial annuitization, flexible payments of varying
amounts and inflation protection payments. Additionally, certain options may be
available with a one to twenty year guaranteed period. Additionally, certain
options may be available with a one to twenty year guaranteed period. The Joint
and Survivor Life Option may be available with a one to twenty year guaranteed
period option. Not all of the enhancements are available under each option.
PAYOUT INFORMATION
Once your Payout Payments have begun, the option you have chosen may not be
stopped or changed. Any one of the Variable Account Options may result in your
receiving unequal payments during your life expectancy. If payments begin before
age 59 1/2, you may suffer unfavorable tax consequences if you do not meet an
exception to federal tax law. See "Federal Tax Matters" in this prospectus.
Your Payment Option should be selected at least 30 days before your Payout Date.
If such selection is not made:
- payments will be made under the Life with Guaranteed Period Option, and
- the payments will be guaranteed for a 10 year period, and
- the payments will be based on the allocation used for your Purchase Payments
- Fixed Account Option will be used to distribute payments to you on a Fixed
Payout basis
- Variable Account Options will be used to distribute payments to you on a
Variable Payout basis.
Your first Payout Payment must total at least $25.
Most Payout Payments are made monthly. If the amount of your payment is less
than $25, we reserve the right to reduce the number of payments made each year
so each of your payments are at least $25.
For more information about
PAYOUT OPTIONS OR
ENHANCEMENTS
of those Payout Options
available under the
Contract, see the "Statement
of Additional Information".
27
<PAGE> 34
SURRENDER OF ACCOUNT VALUE
- -------------------------------------------------------------------------------
WHEN SURRENDERS ARE ALLOWED. You may withdraw all or part of your Account Value
at any time before the Payout Period begins if:
- allowed under federal and state law; and
- allowed under your employer's plan.
For an explanation of charges that may apply if you surrender your Account
Value, see "Fees and Charges" in this prospectus.
AMOUNT THAT MAY BE SURRENDERED. The amount that may be surrendered at any time
can be determined as follows:
- --------------------------------------------------
<TABLE>
<S> <C> <C>
Allowed Your Account
Surrender = (EQUALS) Value(1)
Value - (MINUS)
Any Applicable
Surrender Charge
</TABLE>
1: Equals the Account Value next computed after your properly completed
request for surrender is received in our Home Office.
- -------------------------------------------------------------------------------
There is no guarantee that the Surrender Value in a Variable Account Option will
ever equal or exceed the total amount of your Purchase Payments received by us.
We will mail to you the Surrender Value within 7 calendar days after we receive
your properly completed surrender request at our Home Office. However, we may be
required to suspend or postpone payments if redemption of an underlying Fund's
shares have been suspended or postponed. See "Offering, Purchase and Redemption
of Fund Shares" in the Series Company Statement of Additional Information. See
your current Fund(s)' prospectuses for a discussion of the reasons why the
redemption of shares may be suspended or postponed.
We may receive a surrender for a Purchase Payment which has not cleared the
banking system. We may delay payment of that portion of your Surrender Value
until the check clears. The rest of the Surrender Value will be processed as
usual.
SURRENDER RESTRICTIONS
Under the TEXAS STATE OPTIONAL RETIREMENT PROGRAM, and in many Section 403(b)
contracts, no surrender or partial surrender will be allowed except for
termination of employment, retirement or death.
Under the FLORIDA STATE OPTIONAL RETIREMENT PROGRAM, no surrender or partial
surrender of Purchase Payments made by the employer will be allowed except for
termination of employment, retirement or death. Benefit payments based on
payments from the employer may not be paid in a lump sum or for a period
certain, but must be paid under a life contingency option, except for:
- death benefits; and
- certain small amounts approved by the State of Florida.
PARTIAL SURRENDERS
You may request a partial surrender of your Account Value at any time. A partial
surrender plus any surrender charge will reduce your Account Value. The
reduction in your Account Value will be allocated proportionally through all of
your investment options unless specific investment options have been stated on
your request.
The reduction in the number of Purchase Units credited to your Variable Account
Option Account Value will equal:
- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
The amount Your Purchase
surrendered Units next
from the Variable computed after
Account Option the written
+ (PLUS) / (DIVIDED BY) request for
Any Surrender surrender is
Charge received at our
Home Office.
</TABLE>
The Surrender Value will be reduced by a full quarterly account maintenance fee
charged in the case of a full surrender during a quarter.
SYSTEMATIC WITHDRAWALS. You may elect to withdraw all or part of your Account
Value under a systematic withdrawal method described in your annuity contract
offered by Portfolio Director 2. There will be no surrender charge for
withdrawals using this method, which provides for:
- Payments to be made to you
- Payment over a stated period of time (but not less than five years);
- Payment of a stated yearly dollar amount or percentage (the amount or
percentage may not exceed 20% of your Account Value at the time election is
made);
We may require a minimum withdrawal amount under this method. The portion of
your account that has not been withdrawn will continue to receive the investment
return of the Variable Account Options which you selected. A systematic
withdrawal election may not be changed but can be revoked at no charge. Once
revoked, a systematic withdrawal may not be elected again. No more than one
systematic withdrawal election may be in effect at any one time. We reserve the
right to discontinue any or all systematic withdrawals or to change its terms,
at any time.
28
<PAGE> 35
- --------------------------------------------------------------------------------
DISTRIBUTIONS REQUIRED BY FEDERAL TAX LAW. There will be no surrender charge on
a minimum distribution required by federal tax law (known as No Charge Minimum
Distribution), if the withdrawal:
- Is made payable to you; and
- Does not exceed the amount required under federal tax law as determined by
the values in your Portfolio Director 2 Contract and VALIC.
This contract feature will not be available in any year that an amount has been
withdrawn under the no charge systematic withdrawal method. See "Federal Tax
Matters" in this prospectus and in the Statement of Additional Information for
more information about required distributions imposed by tax law.
For an explanation of possible adverse tax consequences of a surrender, see
"Federal Tax Matters" in this prospectus.
29
<PAGE> 36
EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------
We issue other fixed and/or variable annuity contracts (other contracts) in
addition to Portfolio Director 2. These other contracts are listed below. We
will allow you, under certain conditions, to exchange from one of these other
contracts to Portfolio Director 2. This exchange privilege will be available
only to other contracts for which we have not yet started making payments under
a Payout Option. If you elect to exercise one of these exchange offers, you
should contact any of our Regional Offices at the addresses shown in the back of
this prospectus.
RESTRICTIONS ON EXCHANGE PRIVILEGE
We will impose certain general restrictions and rules on the exchange
privileges.
- Partial exchanges are not permitted.
- Exchanges from Portfolio Director 2 to other contract forms are not
permitted (Exchanges between Portfolio Director and Portfolio Director 2 are
permitted).
- This exchange privilege is only available for those other contracts listed
below.
Additionally, if you have your money in a fixed account of one of the below
listed other contracts, you must exchange directly into the Fixed Account
Options of Portfolio Director 2. You will be subject to all of the rules that
apply to the Fixed Account Options in Portfolio Director 2. For example, you
will be subject to the rules concerning transfers among investment options as
stated in the Transfers Between Investment Options section in this prospectus.
We may, at our option, waive any transfer restrictions for a stated period of
time. If we waive these transfer restrictions, you will be allowed to exchange
to any investment option available in Portfolio Director 2.
WE RESERVE THE RIGHT TO TERMINATE, MODIFY OR SUSPEND THESE EXCHANGE PRIVILEGES
AT ANY TIME.
TAXES AND CONVERSION COSTS
We will impose no fee or charge for these exchanges. Please read the "Federal
Tax Matters" section in this prospectus for information about the federal income
tax treatment of Portfolio Director 2.
SURRENDER CHARGES
We will generally not impose nor waive existing surrender charges as a result of
your electing to exchange from one of the other contracts.
For purposes of determining surrender charges, we often consider time in the
contract. For SPQ181 and SPQ181-1 Contracts, the contract date for determining
surrender charges under Portfolio Director 2 will be the SPQ181 and SPQ181-1
contract date plus one year. For example, if you have an SPQ181 contract with a
contract date of January 1, 1993, upon exchange into Portfolio Director 2, the
contract date for surrender charges purposes becomes January 1, 1994.
For any other contract, the contract date for determining surrender charges
under Portfolio Director 2 will be the same date as the other contract, but no
earlier than January 1, 1982. (The effect of this is to potentially shorten the
charge period for Purchase Payments subsequently made to Portfolio Director 2.)
If there is no surrender charge on assets within another contract, we will not
impose charges on those assets as a result of an exchange. If surrender charges
are to be based on Purchase Payments within a contract, we will consider
purchase payments in the other contract to have been transferred to Portfolio
Director 2 for purposes of calculating the surrender charge. The effective dates
of these Purchase Payments will also be retained for surrender charge purposes.
The Portfolio Director 2 surrender charge is calculated assuming the most recent
Purchase Payments are removed first. This policy may cause exchanged funds to be
accessible only after charges are imposed.
EXCHANGE OFFERS FOR CONTRACTS OTHER THAN
PORTFOLIO DIRECTOR
The following other contracts may be exchanged.
- V-Plan Contracts (IFA-582 and GFA-582 Contracts)
- Compounder Contracts (C-1-75 and IFA-78 Contracts)
- Independence Plus Contracts (UIT-585 and UITG-585 Contracts)
- Impact Contracts (UIT-981 Contracts)
- SA-1 or SA-2 (GUP-64, GUP-74 and GTS-VA Contracts)
- FSPA-75, FSPA-73-3, FSPA-779 Contracts
- SPQ181, SPQ181-1 Contracts
- CTA 978 Contract
- TFA-379 Contract
- SDA-578, SDA-773-T Contract
- IRA-579 Contracts
Portfolio Director 2 will have the same Account Value (called Accumulation Value
in the other contracts) as the other contracts.
30
<PAGE> 37
- ------------------------------------------------------------
EXCHANGE OFFER FOR PORTFOLIO DIRECTOR AND PORTFOLIO DIRECTOR 2
Subject to the restrictions stated below and the general restrictions on
exchange privileges stated above you may exchange from Portfolio
Director to Portfolio Director 2. Additionally you may exchange from Portfolio
Director 2 to Portfolio Director. Once you have exchanged from Portfolio
Director to Portfolio Director 2 or from Portfolio Director 2 to Portfolio
Director you must wait 120 days before making another exchange between Portfolio
Director and Portfolio Director 2.
Both Portfolio Director and Portfolio Director 2 are available to qualified
contracts and certain non-qualified contracts. Portfolio Director 2 is not
available to non-qualified contracts issued to individuals. Please read the
"Federal Tax Matters" in this prospectus for information about the federal
income tax treatment of Portfolio Director 2.
COMPARISON OF CONTRACTS
You should carefully compare the features, charges and restrictions of the other
contracts to those of Portfolio Director 2. A more detailed comparison of the
features, charges, and restriction between each above listed other contract and
Portfolio Director 2 is provided in the Statement of Additional Information.
Portfolio Director and Portfolio Director 2 contain the same provisions except
as to available Variable Account Options and certain Separate Account Expense
Reimbursements. See "Fees and Changes" in this prospectus.
For the V-Plan and Compounder Contract you should refer to the terms of the
contract or certificate. For the other contracts please refer to its most
recently dated prospectus for a complete description of the contract terms and
conditions. Those prospectuses are incorporated herein by reference. If you want
an additional copy of any of these prospectuses or Statements of Additional
Information, please contact us at the address shown in the introduction of the
prospectus.
FEATURES OF PORTFOLIO DIRECTOR 2
In deciding whether you want to exercise these exchange privileges, you should
consider the following features of Portfolio Director 2.
- Portfolio Director 2 has more investment options to select from.
- Portfolio Director 2 has 12 publicly available mutual funds as investment
options.
- The Portfolio Director 2 surrender charge is calculated assuming the most
recent Purchase Payments are removed first. This policy may cause exchanged
funds to be accessible only after charges are imposed.
- Portfolio Director 2 has an Interest Guaranteed Death Benefit.
- Portfolio Director 2's Fund fees and charges are different than the other
contracts and in some cases may be higher.
- Portfolio Director 2's guaranteed annuity rates and guaranteed interest
rates may be less favorable than the other contracts.
AGENTS' AND MANAGERS' RETIREMENT PLAN
EXCHANGE OFFER
General. All eligible agents and managers of the Company are allowed to
participate in the Company's Agents' and Managers' Retirement Plan ("Plan"). We
grant to participants in the Plan the right to effect a voluntary exchange of
their units of interest under the SA-1 Contracts, Independence Plus Contracts
and Portfolio Director for the equivalent units of interest in Portfolio
Director 2.
Agents and managers of VALIC who enter into the voluntary exchange will not
incur under Portfolio Director 2 any surrender charges or account maintenance
fees. Other individuals who may exchange to Portfolio Director 2 from SA-1,
Independence Plus or Portfolio Director Contracts may have surrender charges and
account maintenance fees imposed under Portfolio Director 2. All other
provisions with regard to exchange offers referenced in the section entitled
"Exchange Offers" will apply to the Agents' and Managers' Retirement Plan
Exchange Offer.
Pursuant to this voluntary exchange offer, participants in the Plan will have
three options to choose from. As to the funding vehicle for their purchase
payment plan, the participant may choose to:
- Remain in the SA-1 Contract, Independence Plus Contract or Portfolio
Director.
- Leave current assets in the SA-1 Contract, Independence Plus or Portfolio
Director and direct future Purchase Payments to Portfolio Director 2; or
- Transfer all current assets and future Purchase Payments to Portfolio
Director 2.
If the participant chooses to remain in either the SA-1 Contract, Independence
Plus
31
<PAGE> 38
- --------------------------------------------------------------------------------
Contract or Portfolio Director, future Purchase Payments and current assets will
be controlled by the provisions of the SA-1 Contract, Independence Plus Contract
or Portfolio Director, respectively. If the participant chooses to leave current
assets in the SA-1 Contract, the Independence Plus Contract or Portfolio
Director and direct future Purchase Payments to Portfolio Director 2, the
current assets will be controlled by the provisions of the SA-1 Contract, the
Independence Plus Contract or Portfolio Director, respectively. The future
Purchase Payments will be controlled by the terms of Portfolio Director 2
subject to the exception that surrender charges and account maintenance fees
will not be imposed under Portfolio Director 2. If the participant chooses to
transfer all current assets and future Purchase Payments to Portfolio Director
2, such current assets and future Purchase Payments will be controlled by the
provisions of Portfolio Director 2 subject to the exception that surrender
charges and account maintenance fees will not be imposed under Portfolio
Director 2.
Once a participant transfers assets and future Purchase Payments to Portfolio
Director 2 the participant will not be permitted to exchange back to the SA-1
Contract or Independence Plus Contract. Exchanges to Portfolio Director will be
permitted. See "Exchange Offer for Portfolio Director and Portfolio Director 2"
in this prospectus. If a participant chooses to transfer future Purchase
Payments but not current assets to Portfolio Director 2, the participant will be
allowed at a later date to transfer the current assets to Portfolio Director 2.
For a complete analysis of the differences between the SA-1 contract, the
Independence Plus Contract or Portfolio Director and Portfolio Director 2, you
should refer to the Statement of Additional Information and the form of the
contract or certificate for its terms and conditions.
32
<PAGE> 39
DEATH BENEFITS
- --------------------------------------------------------------------------------
DEATH BENEFITS
Portfolio Director 2 will pay death benefits during either the Purchase Period
or the Payout Period. How these death benefits will be paid are discussed below.
The death benefit provisions in Portfolio Director 2 may vary from state to
state.
BENEFICIARY INFORMATION
The Beneficiary may receive death benefits:
- - In a lump sum; or
- - In the form of an annuity under any of the Payout Options stated in the Payout
Period section of this prospectus subject to the restrictions of that Payout
Option.
Payment of any death benefits must be within the time limits set by federal tax
law.
Beneficiaries Other Than Spouses.
If the Beneficiary is not the spouse of the Annuitant, death benefits must be
paid.
- - In full within 5 years after the Annuitant's death; or
- - By payments beginning within 1 year after the Annuitant's death under:
- A life annuity;
- A life annuity with payments certain; or
- An annuity for a designated period.
If the Annuitant dies before the Annuity Date, the Beneficiary as named by you
may receive the payout.
Payments certain or payments for a designated period cannot be for a greater
period of time than the Beneficiary's life expectancy. After choosing a payment
option, a Beneficiary may exercise many of the investment options and other
rights that the Participant or Contract Owner had under Portfolio Director 2.
SPECIAL INFORMATION FOR INDIVIDUAL
NON-TAX QUALIFIED CONTRACTS
It is possible that the Contract Owner and the Annuitant under a Non-Tax
Qualified Contract are not the same person. If this is the case, and the
Contract Owner dies, there will be no death benefit payable since the death
benefit is only due in the event of the Annuitant's death. However, the Contract
will be transferred to the Contingent Owner, if any, or to the Contract Owner's
estate. Such transfers will be considered a taxable event by the IRS.
DURING THE PURCHASE PERIOD
Two types of benefits are available if death occurs during the Purchase Period.
Interest Guaranteed Death Benefit and Standard Death Benefit.
INTEREST GUARANTEED DEATH BENEFIT
The interest guaranteed death benefit is payable when death occurs prior to your
reaching the age of 70. This contract provision is not available in some states.
The amount payable under the interest guaranteed death benefit will be at least
equal to the sum of your Account Value in the Fixed Account Option(s) and the
Variable Account Option(s) on the date VALIC receives proof of death.
Here is how to calculate the death benefit:
- -------------------------------------------------------------------------------
Step 1: Determine your Fixed Account Option Value by taking the greater of:
Value of Fixed Account Option on date
proof of death Is received by VALIC
OR
100% of Purchase Payments placed
in Fixed Account Option
- - (MINUS)
Amount of all prior withdrawals, charges and
any portion of Account Value applied under
a Payout Option
- --------------------------------------------------
- --------------------------------------------------
Step 2: Determine your Variable Account Option Value by taking the greater of:
Value of Variable Account Option on date
proof of death is received by VALIC
OR
100% of Purchase Payments placed in
Variable Account Options
- - (MINUS)
Prior withdrawals (out of) or transfers
(out of) the Variable Account Option
+ (PLUS)
Interest at an annual rate of 3%
- --------------------------------------------------
Step 3: Add step 1 + 2 = Death Benefit
For purposes of this calculation amounts transferred into the Variable Account
Option will be treated as Purchase Payments.
BENEFICIARY -- the
person designated to
receive Payout Payments
upon the death of an
Annuitant.
ANNUITANT -- the
individual, (in most
cases this person is
you) to whom Payout
Payments will be paid.
CONTRACT OWNER -- either
your employer or
organization in the case
of a group contract or
the Annuitant in the
case of an individual
contract. If the
contract is an
individual non-qualified
type, this is generally
the Annuitant but a
Contingent Contract
Owner may also be
provided for.
FIXED ACCOUNT
OPTIONS -- a particular
subaccount into which
your Purchase Payments
and Account Value may be
allocated to fixed
investment options.
Currently, the Fixed
Account Options in
Portfolio Director 2 are
Fixed Account Plus and
Short-Term Fixed
Account. Each option of
this type is guaranteed
to earn at least a
minimum rate of
interest.
VARIABLE ACCOUNT
OPTIONS -- Investment
Options that correspond
to VALIC Separate
Account A Divisions
offered by Portfolio
Director 2. Investment
returns on Variable
Account Options will be
positive or negative
depending on the
investment performance
of the underlying mutual
fund.
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<PAGE> 40
- --------------------------------------------------------------------------
STANDARD DEATH BENEFIT
The standard death benefit is payable if death occurs on or after age 70.
The Standard Death Benefit will be the greater of:
- --------------------------------------------------------------------------
Your Account Value on the Date Proof of Death is
Received by VALIC
OR
100% of Purchase Payments (to Fixed
and/or Variable Account Options)
- - (MINUS)
Amount of all Prior Withdrawals, Charges
and any portion of Account Value applied
under a Payout Option
- --------------------------------------------------------------------------
DURING THE PAYOUT PERIOD
If death occurs during the Payout Period, your Beneficiary may receive a death
benefit depending on the Payout Option selected. The amount of death benefits
will also depend on the Payout Option that you selected. The Payout Options
available in Portfolio Director 2 are described in the "Payout Period" section
of this prospectus.
- If the Life Only Option or Joint and Survivor Life Option were chosen, there
will be no death benefit.
- If the Life With Guaranteed Period Option, Joint and Survivor Life with
Guaranteed Periods Option, Life with Cash or Unit Refund Option or Payment
for a Designated Period Option were chosen, and the entire amount guaranteed
has not been paid, the Beneficiary may choose one of the following within 60
days after death benefits are payable:
- Receive the present value of any remaining payments in a lump sum; or
- Receive the remaining payments under the same terms of the guaranteed
period option chosen by the deceased Participant; or
- Receive the present value of any remaining payments applied under the
Payment for a Designated Period Option for a period equal to or shorter
than the period remaining. Spouse beneficiaries may be entitled to more
favorable treatment under federal tax law.
Under federal tax laws if the Life with Guaranteed Periods Option is chosen on a
variable basis, it may be treated in the same manner as a surrender of your
Portfolio Director 2 account. If your account is surrendered the full amount
your Beneficiary receives will normally be treated as income for that year. This
amount generally will also be taxed at rates used for ordinary income.
34
<PAGE> 41
HOW TO REVIEW INVESTMENT PERFORMANCE
OF SEPARATE ACCOUNT DIVISIONS
- --------------------------------------------------------------------------------
We will advertise information about the investment performance of VALIC Separate
Account A Divisions. Our advertising of past investment performance results does
not mean that future performance will be the same. The performance information
will not predict what your actual investment experience will be in that Division
or show past performance under an actual contract. We may also show how the
Divisions rank on the basis of data compiled by independent ranking services.
Some of the Divisions (and underlying Funds) offered in this prospectus were
previously available through other annuity contracts or to the general public
before Portfolio Director 2 was first available to you. We may therefore,
advertise investment performance since the inception of the underlying Funds.
However, in doing so, we will use the charges and fees imposed by Portfolio
Director 2 in calculating the Division's investment performance for earlier time
frames.
TYPES OF INVESTMENT PERFORMANCE
INFORMATION ADVERTISED
We may advertise the Division's Total Return Performance information and Yield
Performance information.
TOTAL RETURN PERFORMANCE
INFORMATION
Total Return Performance Information is based on the overall dollar or
percentage change in value of an assumed investment in a Division over a given
period of time.
There are seven ways Total Return Performance Information may be advertised:
- Standard Average Annual Total Return
- Nonstandard Average Annual Total Return
- Cumulative Total Return
- Annual Change in Purchase Unit Value
- Cumulative Change in Purchase Unit Value
- Total Return Based on Different Investment Amounts
- An Assumed Account Value of $10,000
Each of these is described below.
STANDARD AVERAGE ANNUAL TOTAL RETURN
Standard Average Annual Total Return shows the average percentage change in the
value of an investment in the Division from the beginning to the end of a given
historical period. The results shown are after all charges and fees have been
applied against the
Division. This will include account maintenance fees and surrender charges that
would have been deducted if you surrendered Portfolio Director 2 at the end of
each period shown. Premium taxes are not deducted. This information is
calculated for each Division based on how an initial assumed payment of $1,000
performed at the end of 1, 3, 5 and 10 year periods.
The return for periods of more than one year are annualized to obtain the
average annual percentage increase (or decrease) during the period.
Annualization assumes that the application of a single rate of return each year
during the period will produce the ending value, taking into account the effect
of compounding.
NONSTANDARD AVERAGE ANNUAL TOTAL
RETURN
Nonstandard Average Annual Total Return is calculated in the same manner as the
Standard Average Annual Total Return. However, Nonstandard Average Annual Total
Return shows only the historic investment results of the Division. Account
maintenance fees, surrender charges and premium taxes are not deducted.
CUMULATIVE TOTAL RETURN
Cumulative Total Return assumes the investment in Portfolio Director 2 will stay
in the Division beyond the time that a surrender charge would apply. It may be
calculated for 1, 3, 5 and 10 year periods. It is based on an assumed initial
investment of $10,000. The Cumulative Return will be calculated without
deduction of account maintenance fees, surrender charges or premium taxes.
ANNUAL CHANGE IN PURCHASE UNIT VALUE
Annual Change in Purchase Unit Value is a percentage change during a one year
period. This is calculated as follows:
- The Purchase Unit Value at the start of the year is subtracted from the
Purchase Unit Value at the end of the year;
- The difference is divided by the Purchase Unit Value at the start of the
year.
Account maintenance fees, surrender charges and premium taxes are not deducted.
The effect of these charges, if deducted, would reduce the Division's Annual
Change in Purchase Unit Value.
DIVISIONS -- Subaccounts
of VALIC Separate
Account A which
represent the Variable
Account Options in
Portfolio Director 2.
Each Division invests in
a different mutual fund,
each having its own
investment objective and
strategy.
PURCHASE PAYMENTS -- an
amount of money you pay
to VALIC to receive the
benefits of an annuity
Contract offered by
Portfolio Director 2.
For more information on
how TOTAL RETURN
PERFORMANCE INFORMATION
is calculated, see the
Statement of Additional
Information.
35
<PAGE> 42
- -------------------------------------------------------------------------------
CUMULATIVE CHANGE IN PURCHASE UNIT VALUE
Cumulative Change in Purchase Unit Value is a percentage change from the
beginning to the ending of a period usually greater than one year. Otherwise, it
is calculated in the same way as the Annual Change in Purchase Unit Value.
TOTAL RETURN BASED ON DIFFERENT
INVESTMENT AMOUNTS
We may show total return information based on different investment amounts. For
example, we may show $200 a month for 10 years, or $100 a month to age 65. Fees
may or may not be included. Each performance illustration will explain the
Portfolio Director 2 charges and fees imposed on the Division.
AN ASSUMED ACCOUNT VALUE OF $10,000
We may show annual changes in the Purchase Unit Value based on an initial
investment of $10,000. This will not reflect any deduction for account
maintenance fees, surrender charges and premium taxes.
YIELD PERFORMANCE INFORMATION
We may advertise Yield Performance, at a given point in time. A Division's yield
is one way of showing the rate of income the Division is earning as a percentage
of the Division's Purchase Unit Value.
MONEY MARKET DIVISION
We may advertise the Money Market Division's Current Yield and Effective Yield.
The Current Yield refers to the income produced by an investment in the Money
Market Division over a given 7-day period. The Current Yield does not take into
account surrender charges, account maintenance fees or premium taxes. The income
produced over a 7 day period is then "annualized." This means we are assuming
the amount of income produced during the 7-day period will continue to be
produced each week for an entire year. The annualized amount is shown as a
percentage of the investment. The 7-day Current Yield for the last 7 days ended
December 31, 1995 was 4.15%.
The Effective Yield is calculated in a manner similar to the Current Yield. But,
when the yield is annualized the income earned is assumed to be reinvested. The
compounding effect will cause the Effective Yield to be higher than the Current
Yield. The 7-day Effective Yield for the last 7 days ended December 31, 1995 was
4.24%.
DIVISIONS OTHER THAN THE MONEY MARKET DIVISION
We may advertise the standardized yield performance for each Division other than
the Money Market Division. The yield for each of these Divisions will be
determined as follows:
- We will subtract the account maintenance fee from the average daily net
investment income per Purchase Unit;
- We will divide the remainder by the Purchase Unit Value on the last day of
the period; and
- We will annualize the result.
PERFORMANCE INFORMATION:
AVERAGE ANNUAL TOTAL RETURN, CUMULATIVE RETURN AND ANNUAL AND CUMULATIVE CHANGE
IN PURCHASE UNIT VALUE TABLES.
In the sections above we have described a number of ways we may advertise
information about the investment performance of VALIC Separate Account A
Divisions. Certain performance information for each VALIC Separate Account A
Division is printed in the four tables below.
The information presented does not reflect the advantage under Portfolio
Director 2 of deferring federal income tax on increases in Account Value due to
earnings attributable to Purchase Payments (see "Federal Tax Matters" in the
prospectus and in the Statement of Additional Information.) The information
presented also does not reflect the advantage under Qualified Contracts of
deferring federal income tax on Purchase Payments.
The performance results shown in the following tables are not an estimate or
guarantee of future investment performance, and do not represent the actual
experience of amounts invested by a particular Participant.
36
<PAGE> 43
TABLE I
AVERAGE ANNUAL TOTAL RETURN
WITH SURRENDER CHARGE AND ACCOUNT MAINTENANCE FEE IMPOSED
(PERIOD ENDED DECEMBER 31, 1995)
<TABLE>
<CAPTION>
SINCE 10 5 3
DIVISION INCEPTION* YEARS YEARS YEARS 1 YEAR
- ---------------------------------------------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
AGSPC Growth (Division 15).................... 22.91% -- -- -- 41.20%
AGSPC International Government Bond (Division
13)......................................... 9.52 -- -- 9.70% 12.47
AGSPC Money Market (Division 6)............... 4.33 -- 2.08% 1.27 -0.33
AGSPC Science & Technology (Division 17)...... 48.59 -- -- -- 54.85
AGSPC Social Awareness (Division 12).......... 10.05 -- 12.41 11.29 32.39
AGSPC Stock Index (Division 10)............... 10.13 -- 13.99 12.36 30.77
Founders Growth (Division 30)................. -- 15.62% 20.33 18.42 39.03
Neuberger & Berman Guardian Trust
(Division 29)*.............................. -- 13.62 17.64 12.48 25.59
Putnam Global Growth (Division 28)............ -- 11.24 10.29 11.95 8.58
Putnam New Opportunities (Division 26)........ 32.07 -- 31.63 23.69 39.75
Putnam OTC Emerging Growth (Division 27)...... -- 17.54 25.54 25.76 49.32
Scudder Growth and Income (Division 21)....... -- 12.47 14.81 13.06 24.47
Templeton Foreign (Division 32)............... -- 14.95 10.70 12.61 5.03
Twentieth Century Ultra Investors (Division
31)......................................... -- 18.45 23.16 14.78 31.12
Vanguard Fixed Income Securities Fund-Long-
Term Corporate Portfolio (Division 22)...... -- 9.36 10.57 8.22 19.76
Vanguard Fixed Income Securities Fund-Long-
Term U.S. Treasury Portfolio (Division
23)......................................... 8.65 -- 10.10 9.36 23.40
Vanguard/Wellington (Division 25)............. -- 11.29 12.79 11.69 26.19
Vanguard/Windsor II (Division 24)............. -- 12.86 15.47 13.14 32.03
</TABLE>
- ------------
* The returns shown are since inception for the Divisions that have been in
existence for less than ten years, as shown by the inception date below:
<TABLE>
<CAPTION>
FUND
INCEPTION
FUND DATE
- ---------------------------------------------- -----------
<S> <C>
AGSPC Growth (Division 15).................... 04/29/94
AGSPC International Government Bond (Division
13)......................................... 10/01/91
AGSPC Money Market (Division 6)............... 01/16/86
AGSPC Science & Technology (Division 17)...... 04/29/94
AGSPC Social Awareness (Division 12).......... 10/02/89
AGSPC Stock Index (Division 10)............... 04/20/87
Founders Growth (Division 30)................. 01/05/62
Neuberger & Berman Guardian Trust
(Division 29)(1)............................ 06/01/50
Putnam Global Growth (Division 28)............ 09/01/67
Putnam New Opportunities (Division 26)........ 08/31/90
Putnam OTC Emerging Growth (Division 27).. 11/01/82
Scudder Growth and Income (Division 21)(2).... 11/13/84
Templeton Foreign (Division 32)............... 10/05/82
Twentieth Century Ultra Investors
(Division 31)............................... 11/02/81
Vanguard Fixed Income Securities Fund --
Long-Term Corporate Portfolio (Division
22)......................................... 07/09/73
Vanguard Fixed Income Securities Fund --
Long-Term U.S. Treasury Portfolio (Division
23)......................................... 05/19/86
Vanguard/Wellington (Division 25)............. 07/01/29
Vanguard/Windsor II (Division 24)............. 06/24/85
</TABLE>
- ------------
(1) Neuberger & Berman Guardian Trust ("Trust") started operations on August 3,
1993. It has identical investment objectives and policies and as a part of a
"master/feeder structure" invests in the same portfolio as Neuberger &
Berman Guardian Fund ("Fund") which is also managed by Neuberger & Berman
Management Incorporated. The performance information for the Trust before
August 3, 1993 is for the Fund and its predecessor which had an inception
date of June 1, 1950. For more information on the "master/feeder structure"
see the Trust's prospectus.
(2) The Fund adopted its current name and objective on November 13, 1984. Its
predecessor commenced operations on May 31, 1929.
37
<PAGE> 44
TABLE II
AVERAGE ANNUAL TOTAL RETURN
WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
(PERIOD ENDED DECEMBER 31, 1995)
<TABLE>
<CAPTION>
SINCE 10 5 3
DIVISION INCEPTION* YEARS YEARS YEARS 1 YEAR
- ----------------------------------------------------------- -------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
AGSPC Growth (Division 15)................................. 25.66% -- -- -- 46.40%
AGSPC International Government Bond
(Division 13)............................................ 10.52 -- -- 11.21% 17.63
AGSPC Money Market (Division 6)............................ 4.47 -- 3.12% 2.97 4.51
AGSPC Science & Technology (Division 17)................... 51.07 -- -- -- 60.07
AGSPC Social Awareness (Division 12)....................... 10.20% -- 13.18 12.77 37.57
AGSPC Stock Index (Division 10)............................ 10.28 -- 14.72 13.82 35.95
Founders Growth (Division 30).............................. -- 15.72% 20.90 19.70 44.15
Neuberger & Berman Guardian Trust (Division 29)(1)......... -- 13.72 18.26 13.88 30.70
Putnam Global Growth (Division 28)......................... -- 11.34 11.05 13.36 13.68
Putnam New Opportunities (Division 26)..................... 32.18 -- 32.07 24.87 44.87
Putnam OTC Emerging Growth (Division 27)................... -- 17.64 26.04 26.92 54.45
Scudder Growth and Income (Division 21).................... -- 12.57 15.48 14.45 29.58
Templeton Foreign (Division 32)............................ -- 15.05 11.46 14.01 10.07
Twentieth Century Ultra Investors (Division 31)............ -- 18.55 23.69 16.13 36.23
Vanguard Fixed Income Securities Fund Long-Term Corporate
Portfolio (Division 22).................................. -- 9.45 11.32 9.71 24.86
Vanguard Fixed Income Securities Fund Long-Term U.S.
Treasury Portfolio (Division 23)......................... 8.75 -- 10.87 10.83 28.51
Vanguard/Wellington (Division 25).......................... -- 11.39 13.50 13.11 31.30
Vanguard/Windsor II (Division 24).......................... -- 12.96 16.12 14.53 37.14
</TABLE>
TABLE III
CUMULATIVE RETURN
(PERIOD ENDED DECEMBER 31, 1995)
<TABLE>
<CAPTION>
SINCE
DIVISION INCEPTION* 10 YEARS 5 YEARS 3 YEARS 1 YEAR
- ------------------------------------------------------- -------- -------- -------- -------- ------
<S> <C> <C> <C> <C> <C>
AGSPC Growth (Division 15)............................. 46.67% -- -- -- 46.40%
AGSPC International Government Bond (Division 13)...... 53.08 -- -- 37.56% 17.63
AGSPC Money Market (Division 6)........................ 54.58 -- 16.63% 9.19 4.51
AGSPC Science & Technology (Division 17)............... 99.72 -- -- -- 60.07
AGSPC Social Awareness (Division 12)................... 83.51 -- 85.80 43.42 37.57
AGSPC Stock Index (Division 10)........................ 134.39 -- 98.80 47.44 35.95
Founders Growth (Division 30).......................... -- 330.49% 158.33 71.50 44.15
Neuberger & Berman Guardian Trust
(Division 29)(1)..................................... -- 261.65 131.31 47.70 30.70
Putnam Global Growth (Division 28)..................... -- 192.71 68.87 45.68 13.68
Putnam New Opportunities (Division 26)................. 343.65 -- 301.83 94.71 44.87
Putnam OTC Emerging Growth (Division 27)............... -- 407.55 218.13 104.43 54.45
Scudder Growth and Income (Division 21)................ -- 226.68 105.37 49.91 29.58
Templeton Foreign (Division 32)........................ -- 306.35 72.00 48.19 10.07
Twentieth Century Ultra Investors (Division 31)........ -- 448.39 189.56 56.63 36.23
Vanguard Fixed Income Securities Fund Long-Term
Corporate Portfolio (Division 22).................... -- 146.72 70.97 32.07 24.86
Vanguard Fixed Income Securities Fund Long-Term U.S.
Treasury Portfolio (Division 23)..................... 124.16 -- 67.51 36.13 28.51
Vanguard/Wellington (Division 25)...................... -- 193.95 88.34 44.69 31.30
Vanguard/Windsor II (Division 24)...................... -- 238.11 111.17 50.21 37.14
</TABLE>
- ---------------
* See footnote to Table I for the inception date of each Division.
38
<PAGE> 45
TABLE IV
ANNUAL AND CUMULATIVE CHANGE IN PURCHASE UNIT VALUE
<TABLE>
<CAPTION>
ANNUAL CHANGE IN PURCHASE UNIT VALUE FOR THE YEAR ENDED DECEMBER 31*
--------------------------------------------------------------------------------------
DIVISION 1995 1994 1993 1992 1991 1990 1989
- ----------------------------------------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
AGSPC Growth............................. 46.40% 0.18% -- -- -- -- --
AGSPC International Government Bond
(Division 13)........................... 17.63 3.42 13.08% 2.05% 9.05% -- --
AGSPC Money Market (Division 6).......... 4.51 2.77 1.67 2.22 4.49 6.83% 7.92%
AGSPC Science & Technology (Division
17)..................................... 60.07 24.77 -- -- -- -- --
AGSPC Social Awareness (Division 12)..... 37.57 (2.42) 6.84 2.31 26.63 (2.21) 1.00
AGSPC Stock Index (Division 10).......... 35.95 (0.30) 8.78 5.58 27.70 (4.83) 27.88
Founders Growth (Division 30)............ 44.15 (4.29) 24.30 3.21 45.94 (11.48) 40.37
Neuberger & Berman Guardian Trust
(Division 29)(1)........................ 30.70 0.51 12.43 17.87 32.86 (5.63) 20.27
Putnam Global Growth (Division 28)....... 13.68 (1.84) 30.56 (0.76) 16.81 (10.11) 23.23
Putnam New Opportunities (Division 26)... 44.87 2.29 31.40 24.37 65.93 10.41 --
Putnam OTC Emerging Growth (Division
27)..................................... 54.45 1.22 30.77 11.58 39.47 (10.75) 27.70
Scudder Growth and Income (Division 21).. 29.58 1.33 14.17 8.22 26.60 (3.55) 24.82
Templeton Foreign (Division 32).......... 10.07 (0.62) 35.48 (0.89) 17.10 (3.95) 29.25
Twentieth Century Ultra Investors
(Division 31)........................... 36.23 (4.62) 20.54 0.20 84.49 8.21 35.50
Vanguard Fixed Income Securities Fund --
Long-Term Corporate Portfolio (Division
22)..................................... 24.86 (6.47) 13.08 8.41 19.42 4.90 13.76
Vanguard Fixed Income Securities Fund --
Long-Term U.S. Treasury Portfolio
(Division 23)........................... 28.51 (8.17) 15.36 6.09 15.98 4.48 16.48
Vanguard/Wellington (Division 25)........ 31.30 (1.71) 12.12 6.58 22.13 (4.01) 20.11
Vanguard/Windsor II (Division 24)........ 37.14 (2.38) 12.21 10.59 27.11 (11.10) 26.25
<CAPTION>
DIVISION 1988 1987 1986
- ----------------------------------------- -------- -------- --------
<S> <C<C> <C> <C>
AGSPC Growth............................. -- -- --
AGSPC International Government Bond
(Division 13)........................... -- -- --
AGSPC Money Market (Division 6).......... 5.72% 4.50% 4.05%
AGSPC Science & Technology (Division
17)..................................... -- -- --
AGSPC Social Awareness (Division 12)..... -- -- --
AGSPC Stock Index (Division 10).......... 13.13 (14.38) --
Founders Growth (Division 30)............ 3.77 9.05 18.52
Neuberger & Berman Guardian Trust
(Division 29)(1)........................ 26.84 (1.97) 10.79
Putnam Global Growth (Division 28)....... 7.95 6.26 36.42
Putnam New Opportunities (Division 26)... -- -- --
Putnam OTC Emerging Growth (Division
27)..................................... 15.04 3.70 17.34
Scudder Growth and Income (Division 21).. 10.63 2.21 16.85
Templeton Foreign (Division 32).......... 20.82 23.51 27.54
Twentieth Century Ultra Investors
(Division 31)........................... 12.12 5.58 9.11
Vanguard Fixed Income Securities Fund --
Long-Term Corporate Portfolio (Division
22)..................................... 8.35 (1.04) 12.79
Vanguard Fixed Income Securities Fund --
Long-Term U.S. Treasury Portfolio
(Division 23)........................... 7.81 (4.13) 6.39
Vanguard/Wellington (Division 25)........ 14.67 1.01 16.86
Vanguard/Windsor II (Division 24)........ 23.19 (3.35) 19.80
</TABLE>
<TABLE>
<CAPTION>
CUMULATIVE CHANGE IN PURCHASE UNIT VALUE FOR EACH PERIOD END SINCE 12/31/85*
--------------------------------------------------------------------------------------
DIVISION 1995 1994 1993 1992 1991 1990 1989
- ----------------------------------------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
AGSPC Growth (Division 15)............... 46.67% 0.18% -- -- -- -- --
AGSPC International Government (Division
13)..................................... 53.08 30.14 25.83% 11.28% 9.05% -- --
AGSPC Money Market (Division 6).......... 54.58 47.91 43.93 41.57 38.49 32.54% 24.06%
AGSPC Science & Technology (Division
17)..................................... 99.72 24.77 -- -- -- -- --
AGSPC Social Awareness (Division 12)..... 83.51 33.39 36.70 27.95 25.06 (1.23) 1.00
AGSPC Stock Index (Division 10).......... 134.39 72.41 72.93 58.97 50.56 17.90 23.88
Founders Growth (Division 30)............ 330.49 198.63 212.03 151.02 143.21 66.65 88.25
Neuberger & Berman Guardian Trust
(Division 29)(1)........................ 261.65 176.70 175.30 144.86 107.73 56.35 65.68
Putnam Global Growth (Division 28)....... 192.71 157.50 162.33 100.93 102.47 73.34 92.83
Putnam New Opportunities (Division 26)... 343.65 206.25 199.40 127.85 83.20 10.41 --
Putnam OTC Emerging Growth (Division
27)..................................... 407.55 228.63 224.65 148.27 122.51 59.54 78.75
Scudder Growth and Income (Division 21).. 226.68 152.10 148.81 117.92 101.38 59.07 64.92
Templeton Foreign (Division 32).......... 306.35 269.18 271.49 174.21 176.66 136.25 145.97
Twentieth Century Ultra Investors
(Division 31)........................... 448.39 302.54 322.04 250.12 249.40 89.39 75.01
Vanguard Fixed Income Securities Fund --
Long-Term Corporate Portfolio (Division
22)..................................... 146.72 97.60 111.26 86.82 72.33 44.31 37.57
Vanguard Fixed Income Securities Fund --
Long-Term U.S. Treasury Portfolio
(Division 23)........................... 124.16 74.42 89.95 64.66 55.21 33.82 28.09
Vanguard/Wellington (Division 25)........ 193.95 123.87 127.77 103.15 90.61 56.07 62.59
Vanguard/Windsor II (Division 24)........ 238.11 146.54 152.56 125.09 103.53 60.12 80.10
<CAPTION>
DIVISION 1988 1987 1986
- ----------------------------------------- -------- -------- --------
<S> <C<C> <C> <C>
AGSPC Growth (Division 15)............... -- -- --
AGSPC International Government (Division
13)..................................... -- -- --
AGSPC Money Market (Division 6).......... 14.95% 8.73% 4.05%
AGSPC Science & Technology (Division
17)..................................... -- -- --
AGSPC Social Awareness (Division 12)..... -- -- --
AGSPC Stock Index (Division 10).......... (3.13) (14.38) --
Founders Growth (Division 30)............ 34.11 29.24 18.52
Neuberger & Berman Guardian Trust
(Division 29)(1)........................ 37.75 8.60 10.79
Putnam Global Growth (Division 28)....... 56.48 44.96 36.42
Putnam New Opportunities (Division 26)... -- -- --
Putnam OTC Emerging Growth (Division
27)..................................... 39.98 21.67 17.34
Scudder Growth and Income (Division 21).. 32.13 19.44 16.85
Templeton Foreign (Division 32).......... 90.31 57.53 27.54
Twentieth Century Ultra Investors
(Division 31)........................... 29.16 15.19 9.11
Vanguard Fixed Income Securities Fund --
Long-Term Corporate Portfolio (Division
22)..................................... 20.93 11.62 12.79
Vanguard Fixed Income Securities Fund --
Long-Term U.S. Treasury Portfolio
(Division 23)........................... 9.96 2.00 6.39
Vanguard/Wellington (Division 25)........ 35.36 18.05 16.86
Vanguard/Windsor II (Division 24)........ 42.65 15.79 19.80
</TABLE>
- ------------
* For the year in which a Division was initiated, less than a full year's
performance has been reflected. Actual, not annualized, performance is
reflected. See footnote to Table I above for the inception date of each
Division.
39
<PAGE> 46
OTHER CONTRACT FEATURES
- -------------------------------------------------------------------------------
CHANGES THAT MAY NOT BE MADE
The following terms in Portfolio Director 2 may not be changed once your account
has been established:
- The Contract Owner;
- The Participant; and
- The Annuitant.
CHANGE OF BENEFICIARY
The Beneficiary (if not irrevocable) may usually be changed at any time.
Under some retirement programs, the right to name or change a Beneficiary is
subject to approval by the spouse. Also, the right to name a Beneficiary other
than the spouse may be subject to certain tax laws and regulations.
If the Annuitant dies, and there is no Beneficiary, any death benefit will be
payable to the Annuitant's estate.
If a Beneficiary dies while receiving payments, and there is no co-Beneficiary
to continue to receive payments, any amount still due will be paid to the
Beneficiary's estate.
CONTINGENT OWNER
The Contract Owner may name a Contingent Owner under an individual non-tax
qualified Contract. During the Purchase Period, the Contingent Owner may be
changed. However, if the Contract Owner dies, benefits must be distributed as
required by the federal tax law.
CANCELLATION -- THE 20 DAY "FREE LOOK"
The Contract Owner may cancel an individual contract by returning it to the
Company within 20 days after delivery. (A longer period will be allowed if
required under state law.) A refund will be made to the Contract Owner within 7
days after receipt of the Contract within the required period. The amount of the
refund will be equal to all Purchase Payments received or the amount required
under state law, if larger.
WE RESERVE CERTAIN RIGHTS
We reserve the right to:
- Amend the Contract to conform with substitutions of investments;
- Amend the Contract to comply with tax or other laws;
- Make changes (upon written notice) to group Contracts that would apply only
to new Participants after the effective date of the changes;
- Operate VALIC Separate Account A as a management investment company under
the 1940 Act, in consideration of an investment management fee or in any
other form permitted by law;
- Deregister VALIC Separate Account A under the 1940 Act, if registration is
no longer required;
- Stop accepting new Participants under a group Contract.
RELATIONSHIP TO EMPLOYER'S PLAN
If the Contract is being offered as a retirement plan through your employer, you
should always refer to the terms and conditions in your employer's plan when
reviewing the description of Portfolio Director 2 in this prospectus.
Plan loans from the Fixed Account Options may be allowed by your employer's
plan. Refer to your plan for a description of charges and other information.
40
<PAGE> 47
VOTING RIGHTS
- --------------------------------------------------------------------------------
As discussed in the "About VALIC Separate Account A" section of this prospectus,
VALIC Separate Account A holds on your behalf shares of the Funds which comprise
the Variable Account Options. From time to time the Funds are required to hold a
shareholder meeting to obtain approval from their shareholders for certain
matters. As a Participant, you may be entitled to give voting instructions to us
as to how VALIC Separate Account A should vote its Fund shares on these matters.
Those persons entitled to give voting instructions will be determined before the
shareholders meeting is held. For more information about these shareholder
meetings and when they may be held, see the Funds' prospectuses.
WHO MAY GIVE VOTING INSTRUCTIONS
In most cases during the Purchase Period, you will have the right to give voting
instructions for the shareholder meetings. This will be true even if your
employer is the Contract Owner. Contract Owners will instruct VALIC Separate
Account A in accordance with these instructions. You will receive proxy material
and a form on which voting instructions may be given before the shareholder
meeting is held.
You will not have the right to give voting instructions if Portfolio Director 2
was issued in connection with a nonqualified and unfunded deferred compensation
plan.
DETERMINATION OF FUND SHARES
ATTRIBUTABLE TO YOUR ACCOUNT
DURING PURCHASE PERIOD
The number of Fund shares attributable to your account will be determined on the
basis of the Purchase Units credited to your account on the record date set for
the Fund shareholder meeting.
DURING PAYOUT PERIOD OR AFTER A DEATH
BENEFIT HAS BEEN PAID
The number of Fund shares attributable to your account will be based on the
liability for future variable annuity payments to your payees on the record date
set for the Fund shareholder meeting.
HOW FUND SHARES ARE VOTED
The Funds which comprise the Variable Account Options in Portfolio Director 2
may have a number of shareholders including VALIC Separate Account A, VALIC
other affiliated insurance company separate accounts and retirement plans within
the American General group of companies and public shareholders.
VALIC Separate Account A will vote all of the shares of the Funds it holds based
on, and in the same proportion as, the instructions given by all the
Participants invested in that Fund entitled to give instructions at that
shareholder meeting. VALIC Separate Account A will vote the shares of the Funds
it holds for which it receives no voting instruction in the same proportion as
the shares for which voting instructions have been received.
VALIC will vote the shares of the Funds it holds based on, and in the same
proportion as, the voting instructions received from participants in VALIC
Separate Account A.
In the future, we may decide how to vote the shares of VALIC or VALIC Separate
Account A in a different manner if permitted at that time under federal
securities law.
VALIC SEPARATE
ACCOUNT A -- a
segregated asset account
established by VALIC under
the Texas Insurance Code.
The purpose of VALIC
Separate Account A is to
receive and invest your
Purchase Payments and
Account Value in the
Variable Account Options
you have selected.
41
<PAGE> 48
FEDERAL TAX MATTERS
- -------------------------------------------------------------------------------
Portfolio Director 2 provides tax-deferred accumulation over time, but is
subject to federal income and excise taxes, mentioned briefly below. You should
refer to the Statement of Additional Information for further details. Section
references are to the Internal Revenue Code ("Code"). We do not attempt to
describe any potential estate or gift tax, or any applicable state, local or
foreign tax law other than possible premium taxes mentioned under "Premium Tax
Charge." Remember that future legislation could modify the rules discussed
below, and always consult your personal tax adviser regarding how the current
rules apply to your specific situation.
TYPE OF PLANS
Tax rules vary, depending on whether the Contract is offered under your
employer's tax-qualified retirement program or an IRA, or is instead a
nonqualified Contract. Portfolio Director 2 is used under the following types of
retirement arrangements:
- Section 403(b) annuities for employees of public schools and Section
501(c)(3) tax-exempt organizations;
- Section 401(a) and 403(a) qualified plans of for-profit employers and other
employers (including self-employed individuals);
- Section 408(b) individual retirement annuities;
- Section 457 unfunded deferred compensation plans of governmental and
tax-exempt employers;
- Section 408(k) simplified deferred compensation plans of private employers.
The foregoing Contracts are "Qualified Contracts."
Note that the specific terms of the governing employer plan may limit rights and
options otherwise available under a Contract.
In addition, Portfolio Director 2 is also available through "Non-Qualified
Contracts" to the extent acquired by "Non-Natural Persons." Such Non-Qualified
Contracts generally include unfunded, nonqualified deferred compensation plans
of corporate employers. TAX CONSEQUENCES IN GENERAL
Purchase Payments, distributions, withdrawals, transfers and surrender of a
Contract can each have a tax effect, which varies with the governing retirement
arrangement. Please refer to the detailed explanation in the Statement of
Additional Information, the documents (if any) controlling the retirement
arrangement through which the contract is offered, and your personal tax
adviser.
Purchase Payments under Portfolio Director 2 can be made as contributions by
employers, or as pre-tax or after-tax contributions by employees, depending on
the type of retirement program. After-tax employee contributions constitute
"investment in the Contract." All Qualified Contracts receive deferral of tax on
the inside build-up of earnings on invested Purchase Payments, until a
distribution occurs. See the Statement of Additional Information for special
rules, including those applicable to taxable, non-natural owners of
Non-Qualified Contracts.
Distributions are taxed differently depending on the program through which
Portfolio Director 2 is offered and the previous tax characterization of the
contributions to which the distribution relates. Generally, the amount by which
a distribution exceeds investment in the Contract is subject to income tax. For
annuity payments, investment in the contract if recovered ratably over the
expected payout period. Special recovery rules might apply in certain
situations.
Amounts subject to income tax may also incur excise tax, under the circumstances
described in the Statement of Additional Information. Generally, they would also
be subject to some form of federal income tax withholding unless rolled into
another tax-deferred vehicle. Required withholding will vary according to type
of program, type of payment and your tax status. In addition, amounts received
under all Contracts may be subject to state income tax withholding requirements.
It is the opinion of VALIC and its tax counsel that a Qualified Contract
described in section 403(a), 403(b), or 408(b) of the Code does not lose its
deferred tax treatment if purchase payments under the contract are invested in
publicly available mutual funds. In a ruling published in 1981, the Internal
Revenue Service ("IRS") had taken the position that, where purchase payments
under a variable annuity contract are invested in publicly available mutual
funds, the contract owner should be treated as the owner of the mutual fund
shares, and deferred tax treatment under the contract should not be available.
In the opinion of VALIC and its tax counsel, the 1981 ruling has been superseded
by subsequent legislation (Code Section 817(h)) which specifically exempts these
Qualified Contracts, and the IRS has no viable legal basis or reason to apply
the theory
42
<PAGE> 49
- --------------------------------------------------------------------------------
of the 1981 ruling to these Qualified Contracts under current law. In any event,
were the IRS to challenge the deferred tax treatment of these Qualified
Contracts under the theory of the 1981 ruling, VALIC and its tax counsel believe
that Contract owners would prevail.
It is also the opinion of VALIC and its tax counsel that for each other type of
Qualified Contracts an independent exemption provides tax deferral regardless of
ownership of the Mutual Fund shares.
Generally investment earnings on contributions to Non-Qualified Contracts will
be taxed currently to the owner and such contracts will not be treated as
annuities for federal income tax purposes.
EFFECT OF TAX-DEFERRED ACCUMULATIONS
The chart below compares the results from
Premium Payments made to:
- Portfolio Director 2 Contract issued to a tax favored retirement program
purchased with pre-tax premium payments;
- A non-qualified Contract purchased with after-tax Premium Payments and;
- conventional savings vehicles such as savings accounts.
THE POWER OF TAX-DEFERRED GROWTH
[CHART]
This hypothetical chart compares the results of (1) contributing $100 per month
to a conventional, non-tax deferred plan, (2) contributing $100 to a
nonqualified, tax-deferred annuity, and (3) contributing $100 per month ($138.89
since contributions are made before tax) to a qualified tax-deferred plan. The
chart assumes a 28% tax rate and an 8% fixed rate of return. The deduction of
fees and charges for both tax-deferred plans is reflected in the chart. Variable
options incur mortality and expense charges (1% - 1.25%) and may also incur
administrative fees ($3.75 per quarter) and surrender charges (5% of the lesser
of all contributions received during the last 60 months or the amount
withdrawn). The dotted lines represent the amounts remaining after withdrawal
and payment of taxes and any surrender charge. An additional 10% tax penalty may
apply to withdrawals before age 59 1/2. This information is for illustrative
purposes only and is not a guarantee of future return.
Unlike savings accounts, Premium Payments made to tax-favored retirement
programs and Non-Qualified Contracts provide tax deferred treatment on earnings.
In addition, Premium Payments made to tax-favored retirement programs ordinarily
are not subject to income tax until withdrawn. As shown above, investing in a
tax-favored program increases the accumulation power of savings over time. The
more taxes saved and reinvested in the program, the more the accumulation power
effectively grows over the years.
To further illustrate the advantages of tax deferred savings using a 28% Federal
tax bracket, an annual fixed yield (BEFORE THE DEDUCTION OF ANY FEES OR CHARGES)
of 8% under a tax-favored retirement program in which tax savings were
reinvested has an equivalent annual fixed yield of 5.76% under a conventional
savings program. THE 8% YIELD ON THE TAX-FAVORED PROGRAM WILL BE REDUCED BY THE
IMPACT OF INCOME TAXES UPON WITHDRAWAL. The yield will vary depending upon the
timing of withdrawals. The previous chart represents (without factoring in fees
and charges) after-tax amounts that would be received.
By taking into account the current deferral of taxes, contributions to
tax-favored retirement programs increase the amount available for savings by
decreasing the relative current out-of-pocket cost (referring to the effect on
annual net take-home pay) of the investment. The chart below illustrates this
principle by comparing a pre-tax contribution to a tax-favored retirement plan
with an after-tax
43
<PAGE> 50
contribution to a conventional savings account:
PAYCHECK COMPARISON
<TABLE>
<CAPTION>
TAX-FAVORED CONVENTIONAL
RETIREMENT SAVINGS
PROGRAM ACCOUNT
-------- --------
<S> <C> <C>
Annual amount
available for
savings before
federal taxes.... $ 2,500 $ 2,500
Current federal
income tax due on
Purchase
Payments......... 0 (700)
Net retirement plan
Purchase
Payments......... $ 2,500 $ 1,800
</TABLE>
This chart assumes a 28% federal income tax rate. The $700 which is paid toward
current federal income taxes on $2,500 contributed to the conventional savings
account remains in the tax-qualified program, subject to being taxed upon
withdrawal. Stated otherwise, to reach an annual retirement savings goal of
$2,500, the contribution to a tax-qualified retirement program results in a
current out-of-pocket expense of $1,800 while the contribution to a conventional
savings account requires the full $2,500 out-of-pocket expense. The
tax-qualified retirement program represented in this chart is a plan type, such
as one under Section 403(b) of the Code, which allows participants to exclude
contributions within limits, from gross income.
44
<PAGE> 51
REVOCATION OF TELEPHONE ASSET TRANSFER AUTHORITY
------------------------------------------------------------------------
Participant/Contract Owner Name:
------------------------------------------------------------------------
Social Security Number:
------------------------------------------------------------------------
Birth Date:
I am the Participant under or Contract Owner of one or more variable annuity
contracts issued by The Variable Annuity Life Insurance Company ("VALIC"). I
hereby instruct VALIC not to accept any telephone instructions to transfer
Account Values among investment options or change the allocation of future
Purchase Payments from me, anyone representing me or anyone representing himself
or herself to be me. I understand as a result of executing this form that the
transfer of Account Values or Payout Values among investment options or changes
in the allocation of future Purchase Payments may only be effected upon the
receipt by VALIC of my written instructions.
<TABLE>
<S> <C>
- ---------------------------------------------------------------- ---------------------------------------
Participant/Contract Owner Signature Date
Mail this form to any Regional Office (see the last page of your prospectus for addresses) or to the Home
Office at the following address: VALIC, Customer Service A3-01, 2929 Allen Parkway, Houston, TX 77019.
</TABLE>
45
<PAGE> 52
Please tear off, complete and return the form below to one of our Regional
Offices at the address shown on the inside back cover of this Prospectus. A
Statement of Additional Information may also be ordered by calling
1-800-44-VALIC.
................................................................................
PORTFOLIO DIRECTOR CONTRACTS
Please send me a free copy of the Statement of Additional Information for The
Variable Annuity Life Insurance Company Separate Account A (Portfolio Director
2).
(Please Print or Type)
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------
Name: ___________________________________________ G.A. # ____________________________________________
Address: ________________________________________ Policy # __________________________________________
Social Security Number: _________________________
- -----------------------------------------------------------------------------------------------------------
</TABLE>
46
<PAGE> 53
CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
General Information................................. 4
Marketing Information........................... 4
Endorsements and Published Ratings.............. 6
Types of Variable Annuity Contracts................. 8
Federal Tax Matters................................. 8
Tax Consequences of Purchase Payments........... 8
Tax Consequences of Distributions............... 9
Special Tax Consequences -- Early
Distribution.................................. 10
Special Tax Consequences -- Required
Distributions................................. 10
Tax Free Rollovers, Transfers and Exchanges..... 11
Exchange Privilege.................................. 11
Exchanges From Portfolio Director, Exchanges
From Portfolio Director 2..................... 11
Exchanges From Independence Plus Contracts...... 12
Exchanges From V-Plan Contracts................. 13
Exchanges From SA-1 and SA-2 Contracts.......... 14
Exchanges From Impact Contracts................. 15
Exchanges From Compounder Contracts............. 16
Information Which May Be Applicable To Any
Exchange...................................... 17
Calculation of Surrender Charge..................... 18
Illustration of Surrender Charge on Total
Surrender..................................... 18
Illustration of Surrender Charge on a 10%
Partial Surrender Followed by a Full
Surrender..................................... 18
Purchase Unit Value................................. 19
Illustration of Calculation of Purchase Unit
Value......................................... 19
Illustration of Purchase of Purchase Units...... 19
Performance Calculations............................ 19
Money Market Division Yields.................... 19
Calculation of Yield for Money Market
Division Six.................................. 19
Illustration of Calculation of Yield for Money
Market Division Six........................... 19
Calculation of Effective Yield for Money Market
Division Six.................................. 19
Illustration of Calculation of Effective Yield
for Money Market Division Six................. 19
Standardized Yield for Bond Fund Divisions.......... 20
Calculation of Standardized Yield for Bond Fund
Divisions..................................... 20
Illustration of Calculation of Standardized
Yield for Bond Fund Divisions................. 20
Calculation of Average Annual Total Return...... 21
Performance Information............................. 22
Hypothetical $10,000 Account Value and
Cumulative Return as Compared
to Benchmark Tables........................... 22
Performance Compared to Market Indices.......... 22
AGSPC Growth Division Fifteen Performance
Compared to S&P 500 Index..................... 25
AGSPC International Government Bond Division
Thirteen Performance Compared to Salomon
Brothers Non-U.S. Dollar World Government Bond
Index......................................... 25
<CAPTION>
PAGE
----
<S> <C>
AGSPC Money Market Division Six Performance
Compared to Certificate of Deposit Primary
Offering by New York City Banks, 30 Day
Index......................................... 26
AGSPC Science & Technology Division Seventeen
Performance Compared to S&P 500 Index......... 26
AGSPC Social Awareness Division Twelve
Performance Compared to S&P 500 Index......... 27
AGSPC Stock Index Division Ten Performance
Compared to S&P 500 Index..................... 27
Founders Growth Division Thirty Compared to S&P
500 Index..................................... 28
Neuberger & Berman Guardian Trust Division
Twenty-nine Compared to S&P 500 Index......... 28
Putnam Global Growth Division Twenty-eight
Compared to MCSI World Index.................. 29
Putnam New Opportunities Division Twenty-six
Compared to S&P 500 Index..................... 29
Putnam OTC Emerging Growth Division
Twenty-seven Compared to Russell 2000 Index
and S&P 500 Index............................. 30
Scudder Growth and Income Division Twenty-one
Compared to S&P 500 Index..................... 30
Templeton Foreign Division Thirty-two Compared
to EAFE Index................................. 31
Twentieth Century Ultra Investors Division
Thirty-one Compared to S&P 500 Index and
NASDAQ Composite Index........................ 31
Vanguard Fixed Income Securities Fund -- Long-
Term Corporate Portfolio Division Twenty-two
Compared to Merrill Lynch Corporate Master
Index......................................... 32
Vanguard Fixed Income Securities Fund -- Long-
Term U.S. Treasury Portfolio Division
Thirty-one Compared to Lehman Brothers U.S.
Treasury Long-Term Index...................... 32
Vanguard/Wellington Division Twenty-five
Compared to S&P 500 Index and Merrill Lynch
Corporate Master Index........................ 33
Vanguard/Windsor II Division Twenty-four
Compared to S&P 500 Index..................... 33
Payout Payments..................................... 34
Assumed Investment Rate......................... 34
Amount of Payout Payments....................... 34
Payout Unit Value............................... 34
Illustration of Calculation of Payout Unit
Value......................................... 35
Illustration of Payout Payments................. 35
Distribution of Variable Annuity Contracts.......... 36
Experts............................................. 36
Comments on Financial Statements.................... 37
</TABLE>
47
<PAGE> 54
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FOR ADDITIONAL INFORMATION ABOUT THE CONTRACTS
CONTACT YOUR NEAREST REGIONAL OFFICE:
10851 N. Black Canyon Hwy
Suite 700
Phoenix, AZ 85029
(602) 678-1700
222 South Harbor Blvd.
10th Floor
Anaheim, CA 92805
(714) 774-7844
1900 O'Farrell St.
Suite 390
San Mateo, CA 94403
(415) 574-5433
165 South Union Blvd. West
Suite 1050
Lakewood, CO 80228
(303) 988-3344
10006 N. Dale Mabry Hwy.
Suite 113
Tampa, FL 33618
(813) 961-1611
100 Ashford Center North
Suite 100
Atlanta, GA 30338
(770) 395-4700
230 West Monroe
Suite 1550
Chicago, IL 60606
(312) 368-1001
8555 North River Road
Suite 420
Indianapolis, IN 46240
(317) 574-7145
7310 Ritchie Highway
Suite 800
Glen Burnie, MD 21061
(410) 768-2330
1301 West Long Lake Road
Suite 340
Troy, MI 48098
(810) 641-0022
8500 Normandale Lake Blvd.
Suite 750
Bloomington, MN 55437
(612) 893-1099
410 Amherst Street
Suite 250
Nashua, NH 03063
(603) 883-3840
90 Woodbridge Ctr. Dr.
Suite 410
Woodbridge, NJ 07095
(908) 750-5611
University Tower
3100 Tower Blvd.
Suite 1601, Box 50
Durham, NC 27707
(919) 489-6529
Two Summit Park Drive
Suite 410
Independence, OH 44131
(216) 520-2028
1800 S.W. First Avenue
Suite 505
Portland, OR 97201
(503) 223-6288
1767 Sentry Pkwy. West 19
Suite 300
Blue Bell, PA 19422
(215) 646-8030
5400 LBJ Freeway
Suite 1340
Dallas, TX 75240
(214) 490-1515
800 Gessner
Suite 1280
Houston, TX 77024
(713) 465-2253
There are also more than thirty-five branch offices located throughout the
country.
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019 1-800-44-VALIC
TDD NUMBER 1-800-35-VALIC
FOR UNIT VALUE INFORMATION CALL: 1-800-42-VALIC
FOR ASSET TRANSFERS BY TELEPHONE CALL: 1-800-42-VALIC
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 55
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
SEPARATE ACCOUNT A
UNITS OF INTEREST UNDER GROUP AND
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
PORTFOLIO DIRECTOR 2
FOR SERIES 2.1 - 2.11
----------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
----------------------------------------------------------------
FORM N-4 PART B
JULY 1, 1996
This Statement of Additional Information is not a prospectus but contains
information in addition to that set forth in the prospectus for Portfolio
Director 2 dated July 1, 1996 ("Contracts") and should be read in conjunction
with the prospectus. The terms used in this Statement of Additional Information
have the same meaning as those set forth in the prospectus. A prospectus may be
obtained by calling or writing the Company, or The Variable Annuity Marketing
Company (the "Underwriter") at 2929 Allen Parkway, Houston, Texas 77019;
1-800-44-VALIC. Prospectuses are also available from regional sales offices of
the Underwriter or from its registered sales representatives.
(*Portfolio Director 2 is composed of Contract Forms UIT-194, UITG-194,
UITN-194, UIT-IRA-194, and UIT-SEP-194.)
1
<PAGE> 56
TABLE OF CONTENTS
<TABLE>
<S> <C>
General Information................................................................... 4
Marketing Information............................................................... 4
Endorsements and Published Ratings.................................................. 6
Types of Variable Annuity Contracts................................................... 8
Federal Tax Matters................................................................... 8
Tax Consequences of Purchase Payments............................................... 8
Tax Consequences of Distributions................................................... 9
Special Tax Consequences -- Early Distribution...................................... 10
Special Tax Consequences -- Required Distributions.................................. 10
Tax Free Rollovers, Transfers and Exchanges......................................... 11
Exchange Privilege.................................................................... 11
Exchanges from Portfolio Director, Exchanges from Portfolio Director 2.............. 11
Exchanges From Independence Plus Contracts.......................................... 12
Exchanges From V-Plan Contracts..................................................... 13
Exchanges From SA-1 and SA-2 Contracts.............................................. 14
Exchanges From Impact Contracts..................................................... 15
Exchanges From Compounder Contracts................................................. 16
Information Which May Be Applicable To Any Exchange................................. 17
Calculation of Surrender Charge....................................................... 18
Illustration of Surrender Charge on Total Surrender................................. 18
Illustration of Surrender Charge on a 10% Partial Surrender Followed by a Full
Surrender........................................................................ 18
Purchase Unit Value................................................................... 19
Illustration of Calculation of Purchase Unit Value.................................. 19
Illustration of Purchase of Purchase Units.......................................... 19
Performance Calculations.............................................................. 19
Money Market Division Yields........................................................ 19
Calculation of Yield for Money Market Division Six.................................. 19
Illustration of Calculation of Yield for Money Market Division Six.................. 19
Calculation of Effective Yield for Money Market Division Six........................ 19
Illustration of Calculation of Effective Yield for Money Market Division Six........ 19
Standardized Yield for Bond Fund Divisions............................................ 20
Calculation of Standardized Yield for Bond Fund Divisions........................... 20
Illustration of Calculation of Standardized Yield for Bond Fund Divisions........... 20
Calculation of Average Annual Total Return.......................................... 21
Performance Information............................................................... 22
Hypothetical $10,000 Account Value and Cumulative Return as Compared to
Benchmark Tables................................................................. 22
Performance Compared to Market Indices.............................................. 22
AGSPC Growth Division Fifteen Performance Compared to S&P 500 Index................. 25
AGSPC International Government Bond Division Thirteen Performance Compared to
Salomon Brothers Non-U.S. Dollar World Government Bond Index..................... 25
AGSPC Money Market Division Six Performance Compared to Certificate of Deposit
Primary Offering by New York City Banks, 30 Day Index (Primary CD Index)......... 26
AGSPC Science & Technology Division Seventeen Performance Compared to S&P 500
Index............................................................................ 26
AGSPC Social Awareness Division Twelve Performance Compared to S&P 500 Index........ 27
AGSPC Stock Index Division Ten Performance Compared to S&P 500 Index................ 27
Founders Growth Division Thirty Compared to S&P 500 Index........................... 28
Neuberger & Berman Guardian Trust Division Twenty-nine Compared to S&P 500 Index.... 28
Putnam Global Growth Division Twenty-eight Compared to MCSI World Index and S&P 500
Index............................................................................ 29
Putnam New Opportunities Division Twenty-six Compared to S&P 500 Index.............. 29
</TABLE>
2
<PAGE> 57
<TABLE>
<S> <C>
Putnam OTC Emerging Growth Division Twenty-seven Compared to Russell 2000 Index and
S&P 500 Index.................................................................... 30
Scudder Growth and Income Division Twenty-one Compared to S&P 500 Index............. 30
Templeton Foreign Division Thirty-two Compared to EAFE Index........................ 31
Twentieth Century Ultra Investors Division Thirty-one Compared to S&P 500 Index and
NASDAQ Composite Index........................................................... 31
Vanguard Fixed Income Securities Fund -- Long-Term Corporate Portfolio Division
Twenty-two Compared to Merrill Lynch Corporate Master Index...................... 32
Vanguard Fixed Income Securities Fund -- Long-Term U.S. Treasury Portfolio Division
Twenty-three Compared to Lehman Brothers U.S. Treasury Long-Term Index........... 32
Vanguard/Wellington Division Twenty-five Compared to S&P 500 Index and Merrill Lynch
Corporate Master Index........................................................... 33
Vanguard/Windsor II Division Twenty-four Compared to S&P 500 Index.................. 33
Payout Payments....................................................................... 34
Assumed Investment Rate............................................................. 34
Amount of Payout Payments........................................................... 34
Payout Unit Value................................................................... 34
Illustration of Calculation of Payout Unit Value.................................... 35
Illustration of Payout Payments..................................................... 35
Distribution of Variable Annuity Contracts............................................ 36
Experts............................................................................... 36
Comments on Financial Statements...................................................... 37
</TABLE>
3
<PAGE> 58
GENERAL INFORMATION
MARKETING INFORMATION
The Company has targeted not-for-profit organizations as the central focus
of its marketing efforts for its Contracts. The Company has utilized as its
general marketing theme the concept that the Company is "America's Retirement
Plan Specialists." Specifically, the Company's marketing thrust is aimed at
individuals and groups associated with public and private schools, colleges and
universities, not-for-profit health care organizations, state and local
governments and other not-for-profit organizations.
This marketing concept has proven to be successful. In the aggregate,
premium deposits to the Company have grown from $37,000 in 1956 to more than
$2.5 billion as of December 31, 1995. The number of aggregate participant
accounts has increased from 155,000 accounts in 1980 to more than 1,390,700
accounts as of December 31, 1995. The number of employer groups which have
purchased Contracts has increased by 83 percent in the past five years to more
than 20,386 as of December 31, 1995. As of December 31, 1995, the Company was
ranked in the top 1 percent of all U.S. life insurance companies with regard to
asset size. As of December 31, 1995 the Company's assets totaled $27 billion.
The Company's growth can also be reviewed by examining each market segment
the Company targets.
As of December 31, 1995, the Company was marketing Contracts in more than
7,911 public and private, primary and secondary schools with nearly 401,064
participant accounts for employees in public and private schools nationwide.
From December 31, 1990 to December 31, 1995, the cash value of investments in
these Contracts has increased by 96 percent while the number of public and
private school groups in these Contracts increased 34 percent and the number of
participant accounts in these Contracts increased by 44 percent.
The Company has also increased its marketing efforts to colleges and
universities. From December 31, 1990 to December 31, 1995, the number of
colleges and universities which allow the Company to market Contracts to its
faculty and staff members has increased 72 percent and for the same period the
number of participant accounts has increased 48 percent. For the same time
period cash values for participants have increased 102 percent. As of December
31, 1995, more than 41 percent of United States colleges and universities allow
the Company to market Contracts to their faculty and staff members.
The Company has utilized as the central focus in its marketing to college
and university faculty and staff members the theme that the Company is the
"Alternative of Choice."
The Company has also had growth in the health care segment of the
not-for-profit organization market. From December 31, 1990 to December 31, 1995
Contract cash values have increased 199 percent. During the same period the
number of health care groups that have purchased these Contracts increased 78
percent and the number of participants who were in the Contracts increased 148
percent.
The Company has also experienced growth in contracts sold to state and
local governmental groups. From December 31, 1990 to December 31, 1995, Contract
cash values for participants in these groups have increased 98 percent. For the
same period the number of participant accounts for individuals in these groups
in these Contracts increased 75 percent and the number of employer groups has
increased 101 percent.
Additionally, several states have enacted, as an alternative to state
administered defined benefit retirement programs, Optional Retirement Plans
(ORPs). A state that sponsors an ORP will select the carriers which will be
allowed to participate in the ORP. The Company has been selected as one of the
carriers permitted to market Contracts to state employees who elect to
participate in the ORP in 24 of the last 27 states to sponsor ORPs with multiple
carriers, as of December 31, 1995. From December 31, 1990 to December 31, 1995,
in these ORPs the number of participant accounts increased 164 percent and cash
values increased 153 percent to more than $1.5 billion dollars. In addition,
during this time period annual ORP premiums doubled.
The Company may, from time to time, refer to a general investment strategy
known as indexing. Several of the Divisions employ this investment
4
<PAGE> 59
strategy. The Company may compare the performance of these Divisions to the S&P
500 Index, S&P MidCap 400 Index, Russell 2000 Index, Morgan Stanley Capital
International Europe, Australia, and Far East (EAFE) Index, or any other
appropriate market index. The indexes are not managed funds and have no
identifiable investment objectives.
The Company may, from time to time, refer, individually or collectively, to
its package of retirement plan services. Collectively, this package of services
may be referred to as easy Retirement Plan easy Retirement Plan includes: (1)
personal, face-to-face service from highly trained VALIC Retirement Plan
Specialists; (2) informative retirement-investment education programs, seminars
and materials; (3) specialized software programs for retirement planning and
developing asset allocation strategies; (4) a wide selection of innovative,
market-responsive investment options; (5) advanced and efficient administration
of your retirement account; (6) and a financially strong and stable Company with
which to do business.
From time to time the Company may refer to the diversifying process of
asset allocation based on the Modern Portfolio Theory developed by Nobel Prize
winning economist Harry Markowitz. The basic assumptions of Modern Portfolio
Theory are that the selection of individual investments has little impact on
portfolio performance, market timing strategies seldom work, markets are
efficient and selecting the suitable mix of asset classes is more important when
creating a long-term investment portfolio. Modern Portfolio Theory allows an
investor to determine an "efficient" or "optimized" portfolio that has
historically provided a higher return with the same risk or the same return with
lower risk.
When presenting the asset allocation process the Company may outline the
process of personal and investment risk analysis including determining
individual risk tolerances and a discussion of the different types of investment
risk. The Company may classify investors into five categories based on their
personal risk tolerance and will quote various industry experts on which types
of investments are best suited to each of the five risk categories. The industry
experts quoted may include Ibbotson Associates, CDA Investment Technologies,
Lipper Analytical Services, Laffer-Cantos, Inc., VARDS Report, Wilson Associates
and any other expert which has been deemed by the Company to be appropriate. The
Company may also provide a historical overview of the performance of a variety
of investment market indexes and different asset classes, such as stocks, bonds,
cash equivalents, etc. The Company may also discuss investment volatility
(standard deviation) including the range of returns for different asset classes
over different time horizons, and the correlation between the returns of
different asset classes. The Company may also discuss the basis of portfolio
optimization including the required inputs and the construction of efficient
portfolios using sophisticated computer-based techniques. Finally, the Company
may describe various investment strategies and methods of implementation such as
the use of index funds vs. actively managed funds, the use of dollar cost
averaging techniques, the tax status of contributions, and the periodic
rebalancing of diversified portfolios.
The Company, in its marketing efforts to each of the market segments, may
from time to time design sales literature and material specifically for that
market segment, e.g., the health care segment of the not-for-profit organization
market. This sales literature and material may also be specific to a certain
group. For example, sales literature and material may be designed for a specific
hospital. The sales literature and material would address specifically the
group's contract and retirement plan.
The Company, in its marketing efforts, may also refer to the following
investment advisers referenced in the Prospectus.
The Company may, from time-to-time refer to Founders Asset Management, Inc.
(FAM) as investment adviser to Founders Growth Fund (underlying Division
Thirty). FAM is a registered investment adviser first established as an asset
manager in 1938.
The Company may, from time to time, refer to Neuberger & Berman Management
Inc. (N&B Management) as investment manager to the Portfolio in which Guardian
Trust (underlying Division Twenty-nine) invests. N&B Management is the
administrator and distributor of shares of the Guardian Trust. N&B Management
and its predecessor firms have specialized in the management of no-load mutual
funds since 1950. N&B Man-
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agement had aggregate net assets under
management of approximately $11.4 billion as of December 31, 1995.
The Company may, from time to time, refer to Putnam Investment Management
Inc. (PIM) as investment adviser to the Putnam New Opportunities Fund
(underlying Division Twenty-six), Putnam OTC Emerging Growth Fund (underlying
Division Twenty-seven) and Putnam Global Growth Fund (underlying Division
Twenty-eight). PIM has been managing mutual funds since 1937. As of March 31,
1996 PIM and its affiliates managed approximately $135 billion in assets.
The Company may, from time to time refer to Scudder, Stevens & Clark Inc.
("Scudder") as investment adviser to the Scudder Growth and Income Fund. Scudder
was established in 1919.
The Company may, from time to time, refer to Templeton Global Advisors
(TGA) Limited as investment adviser to the Templeton Foreign Fund (underlying
Division Thirty-two). TGA is an indirect wholly owned subsidiary of Franklin
Resources Inc. The Templeton organization has been investing globally over the
past 52 years and, with its affiliates, provides investment management and
advisory services to a worldwide client base, including over 4.3 million mutual
fund shareholders, foundations, endowments, employee benefit plans and
individuals.
The Company may, from time to time, refer to the Wellington Management
Company (WMC) as investment adviser to the Vanguard/Wellington Fund (underlying
Division Twenty-five) and the Vanguard Fixed Income Securities Fund -- Long-Term
Corporate Portfolio (underlying Division Twenty-two). WMC is a professional
investment counseling firm which globally provides investment services to
investment companies, institutions and individuals. As of December 31, 1995, WMC
held discretionary management authority to more than $108 billion of assets.
The Company may, from time to time, refer to Vanguard Group Inc., Fixed
Income Management Division (VFIM) as investment adviser to the Vanguard Fixed
Income Securities Fund -- Long-Term U.S. Treasury Portfolio (underlying Division
Twenty-three). VFIM provides investment advisory services to more than 39
Vanguard money market and bond portfolios. Total assets under management by VFIM
were $70 billion as of December 31, 1995.
The Company may, from time to time, refer to Barrow, Hanley, Mewhinney &
Strauss Inc, Equinox Capital Management, Tukmann Capital Management, Inc. and
Vanguard Group Inc. Each is an investment adviser to Vanguard/Windsor II
(underlying Division Twenty-four). Barrow, Hanley, Mewhinney & Strauss Inc. is a
Texas corporation which manages a portion of the equity allocation of the
Vanguard/Windsor II. As of December 31, 1996 this portion was approximately 72%
of Vanguard/Windsor II's total assets.
Equinox Capital Management, a Delaware corporation, Tukmann Capital
Management, a Maryland corporation, and Vanguard Group Inc. manage the
investment and reinvestment of a portion of the equity allocation of Vanguard/
Windsor II. As of December 31, 1996, these investment advisers each managed
approximately 10% of Vanguard/Windsor II's total assets.
The Company may, from time-to-time, refer to Investors Research Corporation
(IRC) as investment adviser to the Twentieth Century Ultra Investors Fund
(underlying Division Thirty-one). IRC has been providing investment advisory
services to Twentieth Century since its founding in 1958.
The Company may, from time to time, refer in advertisements or sales
materials to certain milestones which are intended to emphasize the Company's
growth and development in assets, groups and various market segments. The
Company may also refer to other versions of Portfolio Director in advertisements
or sales material. The Company may refer to certain innovative aspects of its
products such as having a variety of publicly available mutual funds as Variable
Account Options. Additionally the Company may refer from time to time in
advertisements or sales materials to marketing strategies it utilizes to promote
the Company's business objectives. Further, the Company may refer from time to
time in advertisements or sales materials to certain value-added services it
provides to its groups, Contract Owners and Participants.
ENDORSEMENTS AND
PUBLISHED RATINGS
From time to time, in advertisements or in reports to Contract Owners, the
Company may refer to its endorsements. Endorsements are often in the form of a
list of organizations, individuals or other parties which recommend the Com-
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pany or the Contracts. The endorser's name will
be used only with the endorser's consent. It should be noted that the list of
endorsements may change from time to time.
Also from time to time, the rating of the Company as an insurance company
by A. M. Best may be referred to in advertisements or in reports to Contract
Owners. Each year the A. M. Best Company reviews the financial status of
thousands of insurers, culminating in the assignment of Best's Ratings. These
ratings reflect their current opinion of the relative financial strength and
operating performance of an insurance company in comparison to the norms of the
life/health insurance industry. Best's Ratings range from A++ to F. The
Company's rating is A++. An A++ rating means, in the opinion of A. M. Best, that
the insurer has demonstrated the strongest ability to meet its respective
policyholder and other contractual obligations.
In addition, the claims-paying ability of the Company as measured by the
Standard and Poor's Ratings Group may be referred to in advertisements or in
reports to Contract Owners. A Standard and Poor's insurance claims-paying
ability rating is an assessment of an operating insurance company's financial
capacity to meet the obligations of its insurance policies in accordance with
their terms. Standard and Poor's ratings range from AAA to D. The Company's
claims-paying ability rating is AAA, which is defined as superior.
Further, from time to time the Company may refer to Moody's Investor's
Service's rating of the Company. Moody's Investor's Service's financial strength
ratings indicate an insurance company's ability to discharge senior policyholder
obligations and claims and are based on an analysis of the insurance company and
its relationship to its parent, subsidiaries and affiliates. Moody's Investor's
Service's ratings range from Aaa to C. The Company's rating is Aa2 which is
defined as excellent.
The Company may additionally refer to its Duff & Phelp's rating. A Duff &
Phelp's rating is an assessment of a Company's insurance claims paying ability.
Duff & Phelp's ratings range from AAA to CCC. Duff & Phelp's rates the claims
paying ability of the Company as AAA. An AAA rating reflects that the Company
has the highest claims paying ability.
Ratings relate to the claims paying ability of the Company's General
Account and not the investment characteristics of the Separate Account.
The Company may from time to time, refer to Lipper Analytical Services
Incorporated ("Lipper"), Morningstar, Inc. ("Morningstar") and CDA/Wiesenberger
Investment Companies (CDA/Wiesenberger) when discussing the performance of its
Divisions. Lipper, Morningstar and CDA/Wiesenberger are leading publishers of
statistical data about the investment company industry in the United States.
Additionally, the Company may compare the performance of the Divisions to
categories published by Lipper and Morningstar. Morningstar has not, however,
ranked the Neuberger & Berman Guardian Trust. The published categories which may
be utilized in comparison with the performance of the Divisions include the
Morningstar Growth and Income Mutual Fund Category, Morningstar Aggressive
Growth Mutual Fund Category, Morningstar Growth Mutual Fund Category,
Morningstar International Stock Mutual Fund Category, Lipper Growth and Income
Mutual Fund Category, Lipper Small Company Growth Mutual Fund Category, Lipper
Growth Mutual Fund Category and Lipper International Mutual Fund Category.
Additional Lipper or Morningstar categories may be utilized if they are deemed
by the Company relevant to the performance of the Company's Divisions.
The Company may, from time to time, refer to The Variable Annuity Research
& Data Services (VARDS) Report. The VARDS Report offers monthly analysis of the
variable annuity industry, including marketing and performance information.
Finally the Company will utilize as a comparative measure for the
performance of its Funds the Consumer Price Index ("CPI"). The CPI is a measure
of change in consumer prices, as determined in a monthly survey of the U.S.
Bureau of Labor Statistics. Housing costs, transportation, food, electricity,
changes in taxes and labor costs are among the CPI components. The CPI provides
a tool for determining the impact of inflation on an individual's purchasing
power.
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TYPES OF VARIABLE ANNUITY
CONTRACTS
Three types of Contracts are offered in connection with the prospectus to
which this Statement of Additional Information relates:
(1) single payment immediate annuity Contracts;
(2) single payment deferred annuity Contracts; and
(3) flexible payment deferred annuity Contracts.
Under single payment Contracts, only one Purchase Payment is made by the
Contract Owner. Under flexible payment Contracts, Purchase Payments generally
are made until retirement age is reached. However, no Purchase Payments are
required to be made after the first payment. Purchase Payments are subject to
any minimum payment requirements under the Contract.
Under deferred annuity contracts, Purchase Payments are invested and
accumulate on a fixed or variable basis until the date the Contract Owner
selects to commence annuity payments.
Under immediate annuity Contracts, the first annuity payment is made on the
first day of the second month after the Purchase Payment is received. During the
period before the Annuity Date, the Purchase Payments are invested in the same
manner, and the other terms and conditions (including the options and rights of
Contract Owners, Annuitants and Beneficiaries) are the same under immediate
annuity Contracts as under deferred annuity Contracts.
The Contracts are non-participating and will not share in any of the
profits of the Company.
FEDERAL TAX MATTERS
This Section summarizes the major tax consequences of contributions,
payments, and withdrawals under Portfolio Director 2, during life and at death.
It is the opinion of VALIC and its tax counsel that a Qualified Contract
described in section 403(a), 403(b), or 408(b) of the Code does not lose its
deferred tax treatment if Purchase Payments under the contract are invested in
publicly available mutual funds. If investment in publicly available mutual
funds were to cause the tax deferral provisions described below for these
specific types of contracts not to apply, you would be currently taxed on
transfers, redemptions, purchase payments and dividend and capital gains
distributions.
In addition, it is also the opinion of VALIC and its tax counsel that, for
each other type of Qualified Contract an independent exemption provides tax
deferral regardless of ownership of the Mutual Fund shares.
Investment earnings on contributions to Non-Qualified Contracts generally
will be taxed currently to the owner, and the contracts will not be treated as
annuities for federal income tax purposes. For this reason, Non-Qualified
Contracts will be offered and sold only to non-natural persons pursuant to the
meaning of Section 72 of the Code.
TAX CONSEQUENCES OF PURCHASE PAYMENTS
403(b) Annuities. Purchase Payments made by Section 501(c)(3) tax-exempt
organizations and public educational institutions toward Contracts for their
employees are excludable from the gross income of employees, to the extent
aggregate Purchase Payments do not exceed several competing tax limitations.
This gross income exclusion applies both to employer contributions and to your
voluntary salary reduction contributions.
Your voluntary salary reduction contributions are generally limited to the
lesser of $9,500 or 20% of salary, although additional, "catch-up" contributions
are permitted under certain circumstances. Combined employer and salary
reduction contributions are generally limited to approximately 20% of salary. In
addition, after 1988 employer contributions for highly compensated employees may
be further limited by applicable nondiscrimination rules.
401(a) and 403(a) Qualified Plans. Purchase Payments made by an employer
(or a self-employed individual) under a qualified pension, profit-sharing or
annuity plan are excluded from the gross income of the employee. Purchase
Payments made by an employee generally are made on an after-tax basis, unless
eligible for pre-tax treatment by reason of Sections 401(k) or 414(h).
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408(b) Individual Retirement Annuities ("IRAs"). Tax-deductible
contributions for IRA Contracts are limited to the lesser of $2,000 or 100% of
compensation, and may be made only by individuals who:
(i) are not (and whose spouses are not) active participants in another
retirement plan;
(ii) are active participants in another retirement plan, but are unmarried and
have adjusted gross income of $25,000 or less; or
(iii) are active participants (or whose spouse is) in another retirement plan,
but are married and have adjusted gross income of $40,000 or less.
Active participants in other retirement plans whose adjusted gross income
exceeds the limits in (ii) or (iii) by less than $10,000 are entitled to make
deductible IRA contributions in proportionately reduced amounts. If an IRA is
established for a nonworking spouse who has no compensation, the annual
tax-deductible Purchase Payments for both spouses' Contracts cannot exceed the
lesser of $2,250 or 100% of the working spouse's earned income, and no more than
$2,000 may be contributed to either spouse's IRA for any year.
You may be eligible to make nondeductible IRA contributions in excess of:
(i) the lesser of $2,000 ($2,250 for you and your spouse's IRA) or 100% of
compensation, over
(ii) your applicable IRA deduction limit.
You may also make unlimited contributions of eligible rollover amounts from
other qualified plans. See Tax-Free Rollovers, Transfers and Exchanges.
457 Plans. A unit of a state or local government may establish a deferred
compensation program for individuals who perform services for the government
unit. In addition, a non-governmental tax-exempt employer may establish an
eligible deferred compensation program for individuals who: (i) perform services
for the employer, and (ii) belong to a select group of management or highly
compensated employees and/or independent contractors.
This type of program allows eligible individuals to defer the receipt of
compensation (and taxes thereon) otherwise presently payable to them. If the
program is an eligible deferred compensation plan (an "EDCP"), you may
contribute (and defer tax on) the lesser of $7,500 or 33 1/3% of your
"includible" compensation (compensation from the employer currently includible
in taxable income). Additional, catch-up deferrals are permitted in your final
three years before normal retirement age.
The employer uses deferred amounts to purchase the Contracts offered by
this prospectus. The Contract is owned by the employer and remains subject to
the claims of the employer's general creditors. The employee has no present
rights to vested interest in the Contract and is entitled to payment only in
accordance with the EDCP provisions.
SEP. Employer contributions under a SEP are made to a separate individual
retirement account established for each participating employee, and generally
must be made at a rate representing a uniform percent of participating
employees' compensation. Employer contributions are excludable from employees'
taxable income, and after 1993 cannot exceed the lesser of $30,000 or 15% of
your compensation.
Employees of certain small employers (other than tax-exempt organizations)
may contribute pretax, on a salary reduction basis, to the SEP. These salary
reduction contributions may not exceed $7,000, indexed for inflation in later
years.
Non-Qualified Contracts. Non-natural persons may purchase a Non-Qualified
Contract. However, any increase in the Purchase Unit Value of a Non-Qualified
Contract resulting from the investment performance of VALIC Separate Account A
is taxable to the Contract Owner when credited to it.
TAX CONSEQUENCES OF DISTRIBUTIONS
403(b) Annuities. Voluntary salary reduction amounts accumulated after
December 31, 1988, and earnings on voluntary contributions before and after that
date, may not be distributed before one of the following:
(1) attainment of age 59 1/2;
(2) separation from service;
(3) death;
(4) disability, or
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(5) hardship (hardship distributions are limited to salary reduction
contributions only, exclusive of earnings thereon).
Distributions are taxed as ordinary income to the recipient in accordance
with Section 72.
401(a) and 403(a) Qualified Plans. Distributions from Contracts purchased
under qualified plans are taxable as ordinary income, except to the extent
allocable to an employee's after-tax contributions (investment in the Contract).
If you or your Beneficiary receive a "lump sum distribution" (legally defined
term), the taxable portion may be subject to special 5-year or 10-year income
averaging treatment. Ten-year income averaging uses tax rates in effect for
1986, allows 20% capital gains treatment for the taxable portion of a lump sum
distribution attributable to years of service before 1974, and is available if
you were 50 or older on January 1, 1986.
408(b) IRAs and SEPs. Distributions are taxed as ordinary income to the
recipient.
457 Plans. Amounts received from an EDCP are includible in gross income for
the taxable year in which are paid or otherwise made available to the recipient.
Non-Qualified Contracts. The investment performance of the VALIC Separate
Account A is taxable when credited to the contract owner whether or not
distributed.
SPECIAL TAX CONSEQUENCES -- EARLY
DISTRIBUTION
403(b) Annuities, 401(a) and 403(a) Qualified Plans, 408(b) IRAs and
SEPs. Taxable distributions received before the recipient attains age 59 1/2
generally are subject to a 10% penalty tax in addition to regular income tax.
Distributions on account of the following generally are excepted from this
penalty tax:
(1) death;
(2) disability;
(3) separation from service after a participant reaches age 55;
(4) separation from service at any age if the distribution is in the form of
substantially equal periodic payments over the life (or life expectancy) of
the Participant (or the Participant and Beneficiary), and
(5) distributions which do not exceed the employee's tax deductible medical
expenses for the taxable year of receipt.
457 Plans. Distributions generally may be made under an EDCP prior to
separation from service only for unforeseeable emergencies, and are includible
in the recipient's gross income in the year paid.
Non-Qualified Contracts. No penalties apply for early distributions under
Non-Qualified Contracts sold to non-natural persons.
SPECIAL TAX CONSEQUENCES -- REQUIRED DISTRIBUTIONS
403(b) Annuities. Generally, minimum required distributions must commence
no later than April 1 of the calendar year following the calendar year in which
the Participant attains age 70 1/2; required distributions must be made over a
period that does not exceed the life or life expectancies of the Participant (or
lives or joint life expectancies of the Participant and Beneficiary). The
minimum amount payable can be determined several different ways. Participants
employed by governmental entities and certain church organizations may delay the
commencement of payments until April 1 of the calendar year following retirement
if still employed at age 70 1/2. A penalty tax of 50% is imposed on the amount
by which the minimum required distribution in any year exceeds the amount
actually distributed in that year.
Amounts accumulated under a Contract on December 31, 1986 may be paid in a
manner that meets the above rule or, alternatively:
(i) must begin to be paid when Participant attains age 75; and
(ii) the present value of payments expected to be made over the life of the
Participant, (under the option chosen) must exceed 50% of the present value
of all payments expected to be made (the "50% rule").
The 50% rule will not apply if a Participant's spouse is the joint
annuitant. Notwithstanding these pre-January 1, 1987 rules the entire contract
balance must meet the minimum distribution incidental benefit requirement of
Section 403(b)(10).
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At the Participant's death before payout has begun, Contract amounts
generally either must be paid to the Beneficiary within 5 years, or must begin
within 1 year of death and be paid over the life or life expectancy of the
Beneficiary. If death occurs after commencement of (but before full) payout,
distributions generally must continue at least as rapidly as under the method
elected by the Participant and in effect at the time of death.
401(a) and 403(a) Qualified Plans. Minimum distribution requirements for
Qualified Plans, are generally the same as described for 403(b) Annuities,
except that:
(1) there is no exception for pre-1987 amounts; and
(2) there is no available postponement, past April 1 of the calendar year
following the calendar year in which age 70 1/2 is attained, if the
Participant remains employed.
408(b) IRAs and SEPs. Minimum distribution requirements are generally the
same as described above for 403(b) Annuities, except that:
(1) there is no exception for pre-1987 amounts; and
(2) there is no available postponement, past April 1 of the calendar year
following the calendar year in which age 70 1/2 is attained, if the
Participant remains employed.
457 Plans. Beginning January 1, 1989, the minimum distribution requirements
for EDCP's are generally the same as described above for 403(b) Annuities,
except that there is no exemption or postponement.
Non-Qualified Contracts. Non-Qualified Contracts do not require
commencement of distributions at any particular time and do not limit the
duration of annuity payments.
TAX-FREE ROLLOVERS, TRANSFERS AND
EXCHANGES
403(b) Annuities. Tax free transfers between 403(b) annuity contracts
and/or 403(b)(7) custodial accounts, and tax-free rollovers from 403(b) programs
to IRAs or other 403(b) programs, are permitted under certain circumstances.
401(a) and 403(a) Qualified Plans. The taxable portion of certain
distributions may be transferred in a tax-free rollover to an individual
retirement account or annuity, or to another such plan.
408(b) IRAs. Funds may be transferred tax-free to an IRA Contract, from a
403(b) Annuity, or 401(a) or 403(a) Qualified Plan, under certain conditions.
These amounts may subsequently be rolled over on a tax-free basis to another
such plan or 403(b) Annuity Contract from this "conduit" IRA. In addition,
tax-free rollovers may be made from one IRA to another provided that no more
than one such rollover is made during any twelve-month period.
SEPs. Funds may be rolled over tax free from one SEP only to another SEP or
an IRA.
457 Plans. Tax-free transfer of EDCP amounts are permitted only to another
EDCP.
EXCHANGE PRIVILEGE
In the prospectus we described generally how under certain conditions we
will allow you to exchange from other fixed and/or variable contracts we issue
(other contracts) to Portfolio Director 2. These other contracts are listed in
the prospectus. A more detailed comparison of the features, charges and
restrictions between each of these listed other contracts and Portfolio Director
2 provided below.
In the prospectus we also describe exchanges between Portfolio Director and
Portfolio Director 2 and the restrictions imposed on those exchanges.
Specificially once you have exchanged between Portfolio Director and Portfolio 2
you must wait 120 days before making another exchange between Portfolio Director
and Portfolio Director 2.
EXCHANGES FROM PORTFOLIO DIRECTOR,
EXCHANGES FROM PORTFOLIO DIRECTOR 2
Sales/Surrender Charges.
Portfolio Director and Portfolio Director 2 have the same provisions for
imposing surrender charges upon total or partial surrenders. Both Portfolio
Director and Portfolio Director 2 have the same provisions where surrender
charges are not imposed. For purposes of satisfying the fifteen-year and
five-year holding requirements described in "Surrender Charges" in the
prospectus, Portfolio Director 2 will be deemed to have been issued on the same
date as Portfolio Director. Purchase Payments exchanged into Portfolio Director
2 will be treated as Purchase Payments
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under Portfolio Director 2 for purposes of calculating surrender charges.
Exchanged payments will be deemed to have been made under Portfolio Director 2
on the date they were made to Portfolio Director for purposes of calculating the
surrender charge under Portfolio Director 2.
Other Charges
Portfolio Director and Portfolio Director 2 have the same provisions for
imposing the quarterly account maintenance fee.
Both Portfolio Director and Portfolio Director 2 impose an additional daily
charge with an annualized rate of 1.00% to 1.25% depending upon the Variable
Account Option selected, if any, on the daily net asset value of VALIC Separate
Account A. This charge is to cover expenses not covered by the account
maintenance charge and to compensate the Company for assuming mortality risks.
Under Portfolio Director 2 the Company will reimburse to certain Divisions any
fees it receives from a Mutual Fund for providing the Mutual Fund administrative
and shareholder services.
Investment Options
Under Portfolio Director, sixteen divisions of VALIC Separate Account A are
available, thirteen of which invest in different investment portfolios of AGSPC
and three divisions of which invest in other mutual fund portfolios. These
mutual fund portfolios are managed either by the Company, the Dreyfus
Corporation or Templeton Investment Counsel Inc. for advisory fees at annual
rates ranging from .29% to .90% of each portfolio's or mutual fund's average
daily net assets. Two fixed investment options are also available.
Under Portfolio Director 2, eighteen divisions of VALIC Separate Account A
are available, 6 of which invest in a different portfolio of AGSPC and 12
divisions of which invest in other publicly available mutual fund portfolios.
These mutual fund portfolios are managed either by the Company or other
investment managers for advisory fees ranging from 0.01% to 1.00% of each
portfolio's or mutual fund's average daily net assets. Two fixed investment
options are also available.
Annuity Options
Both Portfolio Director and Portfolio Director 2 provide the same annuity
options.
EXCHANGES FROM INDEPENDENCE PLUS
CONTRACTS
Sales/Surrender Charges. Under an Independence Plus Contract, no sales
charge is deducted at the time a Purchase Payment is made, but a surrender
charge may be imposed on partial or total surrenders. The surrender charge may
not exceed 5% of any Purchase Payments withdrawn within five years of the date
such Purchase Payments were made. The most recent Purchase Payments are deemed
to be withdrawn first. Up to 10% of the Account Value may be surrendered in a
Participant Year without any surrender charge being imposed. Portfolio Director
2 imposes a similar surrender charge upon total or partial surrenders. Both the
Portfolio Director 2 and Independence Plus Contracts have other similar
provisions where surrender charges are not imposed. However, Portfolio Director
2 provides at least one additional provision, not included in Independence Plus
Contracts, under which no surrender charge will be imposed. An additional
provision allows election of a systematic withdrawal method without surrender
charges. (See "Surrender Charges" in the prospectus.) For purposes of satisfying
the fifteen-year and five-year holding requirements described in "Surrenders
Charges" in the prospectus, Portfolio Director 2 will be deemed to have been
issued on the same date as the Independence Plus Contract or certificate
thereunder, but no earlier than January 1, 1982. Purchase Payments exchanged
into Portfolio Director 2 and which were made within five years before the date
of exchange will be treated as Purchase Payments under Portfolio Director 2 for
purposes of calculating surrender charges. Exchanged payments will be deemed to
have been made under Portfolio Director 2 on the date they were made to
Independence Plus Contracts for purposes of calculating the surrender charge
under Portfolio Director 2.
Other Charges. Under the Independence Plus Contracts, a maintenance charge
of $20 is assessed for the first year and an annual charge of $15 is assessed
for the second and later years during the accumulation period. The charge is due
in quarterly installments. A daily fee is charged at the annual rate of 1% of
the daily net asset value allocable to the Variable Subaccounts to cover
administrative expenses (other than those covered by the annual charge) and
mortality risks assumed by the Company. For Portfolio
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Director 2, a quarterly account maintenance charge of $3.75 is assessed for each
calendar quarter during the Purchase Period during which any Variable Account
Option Account Value is credited to a Participant's Account. The charge is to
reimburse the Company for some of the administrative expenses associated with
the Variable Account Options. No charge is assessed for any calendar quarter if
the Account Value is credited only to the Fixed Account Options throughout the
quarter. Such charge begins immediately if an exchange is made into any Variable
Account Option offered under Portfolio Director 2. The charge may also be
reduced or waived by the Company for Portfolio Director 2 if the administrative
expenses are expected to be lower for that Contract. (See "Reduction or Waiver
of Account Maintenance Fee or Surrender Charges" in the prospectus) To cover
expenses not covered by the account maintenance charge and to compensate the
Company for assuming mortality risks under Portfolio Director 2, an additional
daily charge with an annualized rate of 1.00% or 1.25%, depending upon the
Variable Account Options selected, if any, on the daily net asset value of VALIC
Separate Account A is attributable to Portfolio Director 2. (See "Separate
Account Charges" and "Separate Account Expense Reimbursement" in the prospectus)
Investment Options. Under Independence Plus Contracts ten divisions of
VALIC Separate Account A are available variable investment alternatives, each
investing in shares of a different underlying fund of AGSPC portfolio. The ten
mutual funds are managed by the Company for advisory fees at annual rates
ranging from .29% to .50% of each respective portfolio's average daily net
assets. In addition, two fixed investment options are available. Under Portfolio
Director 2, eighteen divisions of VALIC Separate Account A are available, six of
which invest in a different investment portfolio of AGSPC and twelve divisions
of which invest in other publicly available mutual fund portfolios. These mutual
fund portfolios are managed either by the Company, or other investment advisers
for advisory fees at annual rates ranging from .01% to 1.00% of each portfolio's
or mutual fund's average daily net assets. Two fixed investment options are also
available.
Annuity Options. Annuity options under Independence Plus Contracts provide
for payments on a fixed or variable basis, or a combination of both. The
Independence Plus Contract permits annuity payments for a designated period
between 3 and 30 years on a fixed basis only. Portfolio Director 2 permits
annuity payments for a designated period between of 5 and 30 years on a fixed
basis only. Independence Plus Contracts and Portfolio Director 2 both provide
for "betterment of rates." Under this provision, annuity payments for fixed
annuities will be based on mortality tables then being used by the Company, if
more favorable to the Annuitant than those included in the Contract.
EXCHANGES FROM V-PLAN CONTRACTS
Sales/Surrender Charges. Under a V-Plan Contract, no sales charge is
deducted at the time a Purchase Payment is made, but a surrender charge may be
imposed on partial or total surrenders. The surrender charge is equal to 7% of
the Purchase Payments withdrawn within five years of the date such Purchase
Payments were made. The most recent Purchase Payments are deemed to be withdrawn
first. Up to 10% of the account value may be surrendered in a Participant Year
without any surrender charge being imposed. Portfolio Director 2 also imposes a
surrender charge upon total or partial surrenders. However, the surrender charge
under Portfolio Director 2 may not exceed 5% of any Purchase Payments withdrawn
within the most recent five years prior to the receipt of the surrender request
by the Company at its Home Office. V-Plan Contracts have other provisions where
surrender charges are not imposed. However, Portfolio Director 2 provides at
least two additional provisions, not included in V-Plan Contracts, under which
no surrender charge will be imposed. Those Portfolio Director 2 provisions
include no surrender charges on an election of the no charge systematic
withdrawal method, and where an employee-participant has maintained the account
for a period of five years and has attained the age 59 1/2. (See "Surrender
Charges" in the prospectus.) For purposes of satisfying the fifteen-year and
five-year holding requirements, Portfolio Director 2 will be deemed to have been
issued on the same date as the V-Plan Contract or certificate thereunder, but no
earlier than January 1, 1982.
If there is a total or partial surrender, Purchase Payments exchanged into
Portfolio Directors 2 and which were made within five years before the date of
exchange will be treated as
13
<PAGE> 68
Purchase Payments under Portfolio Director 2 for purposes of calculating
surrender charges. Exchanged payments will be deemed to have been made under
Portfolio Director 2 on the date they were made to the V-Plan Contract for
purposes of calculating the surrender charge under Portfolio Director 2.
Other Charges. There are no administrative and risk charges under V-Plan
Contracts. For Portfolio Director 2, a quarterly account maintenance charge of
$3.75 is assessed for each calendar quarter during the Purchase Period during
which any Variable Account Option Account Value is credited to a Participant's
Account. The charge is to reimburse the Company for some of the administrative
expenses associated with the Variable Account Options. No charge is assessed for
any calendar quarter if the Account Value is credited only to the Fixed Account
Options throughout the quarter. Such charges begin immediately if an exchange is
made into any Variable Account Option offered under Portfolio Director 2. The
charge may also be reduced or waived by the Company on Portfolio Director 2 if
the administrative expenses are expected to be lower for that Contract. (See
"Reduction or Waiver of Account Maintenance Fee or Surrender Charges" in the
prospectus.) To cover expenses not covered by the account maintenance charge and
to compensate the Company for assuming mortality risks under Portfolio Director
2, an additional daily charge with an annualized rate of 1.00% or 1.25%,
depending upon the Variable Account Options selected, if any, on the daily net
asset value of the VALIC Separate Account A is attributable to Portfolio
Director 2. (See "Separate Account Charges" and "Separate Account Expense
Reimbursement" in the prospectus.)
Investment Options. There are no variable investment alternatives provided
under V-Plan Contracts.
Annuity Options. Annuity options under V-Plan Contracts provide for
payments on a fixed basis only. The V-Plan Contract permits annuity payments for
a designated period of 1 to 15 years. Under a V-Plan Contract, the designated
period option may, subject to adverse tax consequences, be commuted at any time
for its remaining value. Portfolio Director 2 permits Payout Payments for a
designated period of between 5 and 30 years on a fixed basis only. Under
Portfolio Director 2, Payout Payments may be made on a fixed or variable basis,
or a combination of both. Portfolio Director 2 does not provide for commutation.
V-Plan Contracts and Portfolio Directors 2 both provide for "betterment of
rates." Under this provision, Payout Payments for fixed annuities will be based
on mortality tables then being used by the Company, if more favorable to the
Annuitant than those included in the Contract.
EXCHANGES FROM SA-1 AND SA-2 CONTRACTS (GUP-64, GUP-74, GTS VA CONTRACTS)
Sales/Surrender Charges. Under the SA-1 and SA-2 Contracts a sales and
administrative charge is deducted from each Purchase Payment. This charge ranges
from 5% of the first $5,000 of Purchase Payments to 3% of Purchase Payments in
excess of $15,000. If a SA-1 or SA-2 Contract is exchanged for Portfolio
Director 2 the surrender charge under Portfolio Director 2 will not apply to the
amount of Account Value applied to Portfolio Director 2 ("Exchanged Amount").
Purchase Payments made to Portfolio Director 2, however, would be subject to
surrender charges. In the case of a partial surrender, all Purchase Payments to
Portfolio Director 2 will be deemed to be withdrawn before any Exchanged Amount
is deemed to be withdrawn. No exchange pursuant to this offer will be allowed
within 120 days of a transfer of fixed accumulations under a SA-1 or SA-2
Contract to the variable portion of such Contract. Under Portfolio Director 2,
no sales charge is deducted at the time a Purchase Payment is made, but a
surrender charge may be imposed on partial or total surrenders. The surrender
charge may not exceed 5% of any Purchase Payments withdrawn within the most
recent five years prior to the receipt of the surrender request by the Company
at its Home Office. For purposes of this surrender charge, the most recent
Purchase Payments are deemed to be withdrawn first. (See "Surrender Charges" in
the prospectus.)
Other Charges. A charge of a percentage of each Purchase Payment is made
for administrative expenses for SA-1 and SA-2 Contracts. The charge is generally
1.25% and is included in the above sales and administrative charge. An
additional daily charge (at an annual rate of 1% of total net assets
attributable to SA-1 Contracts and ranging from .21% to .85% of total net assets
attributable to SA-2 Contracts) is made for mor-
14
<PAGE> 69
tality and expense risks assumed by the Company under the variable portion of
the Contract. The total of these expenses and other charges is limited to a
maximum of the rate imposed on SA-1 and SA-2 Contracts on April 1, 1987. (See
prospectus for SA-1 and SA-2 contracts dated April 20, 1987.) For Portfolio
Director 2, a quarterly account maintenance charge of $3.75 is assessed for each
calendar quarter during the Purchase Period during which any Variable Account
Option Account Value is credited to a Participant's Account. The charge is to
reimburse the Company for some of the administrative expenses associated with
the Variable Account Options. No charge is assessed for any calendar quarter if
the Account Value is credited only to the Fixed Account Options throughout the
quarter. Such charge begins immediately if an exchange is made into any Variable
Account Option offered under Portfolio Director 2. The charge may also be
reduced or waived by the Company on Portfolio Director 2 if the administrative
expenses are expected to be lower for that Contract. (See "Reduction or Waiver
of Account Maintenance Fee or Surrender Charges" in the prospectus.) To cover
expenses not covered by the account maintenance charge and to compensate the
Company for assuming mortality risks under Portfolio Director 2, an additional
daily charge with an annualized rate of 1.00% or 1.25%, depending upon the
Variable Account Options selected, if any, on the average daily net asset value
of the Separate Account is attributable to Portfolio Director 2. (See "Separate
Account Charges" and "Separate Account Expense Reimbursement" in the
prospectus.)
Investment Options. Under SA-1 and SA-2 Contracts only one division of
VALIC Separate Account A is available as a variable investment alternative. This
division invests in a portfolio of AGSPC. This portfolio is managed by the
Company for advisory fees at an annual rate of .29% of the portfolio's average
daily net assets. (Under a "grandfathering" arrangement, the total advisory fees
and certain other charges imposed against these Contracts are limited to a
maximum of the rate charged on April 1, 1987. See the prospectus for these
Contracts dated April 20, 1987.) Under Portfolio Director 2, eighteen divisions
of VALIC Separate Account A are available, six of which invest in a different
investment portfolio of AGSPC and twelve divisions of which invest in other
publicly available mutual fund portfolios. These mutual fund portfolios are
managed by either the Company or other investment managers, for advisory fees at
annual rates ranging from .01% to 1.00% of each portfolio's or mutual fund's
average daily net assets. Additionally, two fixed investment options are
available under Portfolio Director 2.
Annuity Options. Annuity options under the SA-1 and SA-2 Contracts provide
for payments on a fixed or variable basis, or a combination of both. The SA-1
Contract annuity payments under a designated period option are limited to 15
years on a fixed basis only. Under this Contract, the designated period option
may, subject to adverse tax consequences, be commuted at any time for its
remaining value. SA-2 Contracts do not provide a designated period option nor do
they provide for commutation. Portfolio Director 2 permits Payout Payments for a
designated period of between 5 and 30 years on a fixed basis only. Portfolio
Director 2 does not provide for commutation. The SA-1 and SA-2 Contracts make no
provision for transfers from a separate account to a fixed annuity during the
annuity period. This option, subject to certain conditions, is available under
Portfolio Director 2. The SA-1 Contracts provide an option for monthly variable
annuity payments to be made at a level payment basis during each year of the
annuity period. Portfolio Director 2 does not provide this option. SA-1 and
Portfolio Director 2, but not SA-2 Contracts, both provide for "betterment of
rates." Under this provision, Payout Payments for fixed annuities will be based
on mortality tables then being used by the Company, if more favorable to the
Annuitant than those included in the Contract.
EXCHANGES FROM IMPACT CONTRACTS
Sales/Surrender Charges. Under an Impact Contract, no sales charge is
deducted at the time a Purchase Payment is made, but a surrender charge may be
imposed on partial or total surrenders. The surrender charge is equal to 5% of
the Purchase Payments withdrawn within three years of the date such Purchase
Payments were made. The most recent Purchase Payments are deemed to be withdrawn
first. Portfolio Director 2 also imposes a surrender charge upon total or
partial surrenders which may not exceed 5% of any Purchase Payments withdrawn
within the most recent five years prior to the receipt of the surren-
15
<PAGE> 70
der request by the Company at its Home Office. Portfolio Director 2 also has
other provisions where surrender charges are not imposed. (See "Exceptions to
Surrender Charge" in the prospectus.) For purposes of satisfying the fifteen-
year and five-year holding requirements, Portfolio Director 2 will be deemed to
have been issued on the same date as the Impact Contract, or certificate
thereunder, but no earlier than January 1, 1982. Only Purchase Payments
exchanged into a Portfolio Director 2 which were made within three years before
the date of exchange will be treated as Purchase Payments under Portfolio
Director 2 for purposes of calculating surrender charges. Exchanged payments
will be deemed to have been made under Portfolio Director 2 on the date they
were made to Impact Contracts for purposes of calculating the surrender charge
under Portfolio Director 2.
Other Charges. Under Impact Contracts, a $30 annual charge is assessed once
a year to cover administrative expenses. The charge may, with prior regulatory
approval if required, be increased or decreased. In addition, a daily charge is
made at an annual rate of 1% of the net asset value allocable to the Impact
Contracts to cover administrative expenses (other than those covered by the
annual charge) and mortality risks assumed by the Company. For Portfolio
Director 2, a quarterly account maintenance charge of $3.75 is assessed for each
calendar quarter during the Purchase Period during which any Variable Account
Option Account Value is credited to a Participant's Account. The charge is to
reimburse the Company for some of the administrative expenses associated with
the Variable Account Options. No charge is assessed for any calendar quarter if
the Account Value is credited only to the Fixed Account Options throughout the
quarter. Such charge begins immediately if an exchange is made into any Variable
Account Option offered under Portfolio Director 2. The charge may also be
reduced or waived by the Company on Portfolio Director 2 if the administrative
expenses are expected to be lower for that Contract. (See "Reduction or Waiver
of Account Maintenance Fee or Surrender Charges" in the prospectus.) To cover
expenses not covered by the account maintenance charge and to compensate the
Company for assuming mortality risks under Portfolio Director 2, an additional
daily charge with an annualized rate of 1.00% or 1.25%, depending upon the
Variable Account Options selected, if any, on the daily net asset value of the
Separate Account is attributable to Portfolio Director 2. (See "Separate Account
Charges" and "Separate Account Expense Reimbursement" in the prospectus.)
Investment Options. Under the Impact Contract five divisions of Separate
Account A are available as variable investment alternatives, each investing in
shares of a different underlying fund of AGSPC. The five mutual funds are
managed by the Company for advisory fees at annual rates ranging from .29% to
.50% of each respective portfolio's average daily net assets. Under Portfolio
Director 2, eighteen divisions of VALIC Separate Account A are available, six of
which invest in a different investment portfolio of AGSPC and twelve divisions
of which invest in other publicly available mutual fund portfolios. These mutual
fund portfolios are managed by either the Company, or other investment managers,
for advisory fees at annual rates ranging from .01% to 1.00% of each portfolio's
or mutual fund's average daily net assets. In addition, two fixed investment
options are available under Portfolio Director 2.
Annuity Options. Annuity options under Impact Contracts provide for
payments on a fixed or variable basis, or a combination of both. The Impact
Contract permits annuity payments for a designated period of 1 to 15 years on a
fixed basis only. Under an Impact Contract, the designated period option may,
subject to adverse tax consequences, be commuted at any time for its remaining
value. Portfolio Director 2 permits Payout Payments for a designated period of
between 5 and 30 years on a fixed basis only. Portfolio Director 2 does not
provide for commutation. Impact Contracts and the Portfolio Director 2 both
provide for "betterment of rates." Under this provision, Payout Payments for
fixed annuities will be based on mortality tables then being used by the
Company, if more favorable to the Annuitant than those included in the Contract.
EXCHANGES FROM COMPOUNDER CONTRACTS
Sales/Surrender Charges. Under a Compounder Contract a sales and
administrative charge is deducted from each Purchase Payment. This charge ranges
from 5% of the first $5,000 of Purchase Payments to 3% of Purchase Payments in
excess of $15,000. If a Compounder Contract
16
<PAGE> 71
is exchanged for Portfolio Director 2 the surrender
charge under Portfolio Director 2 will not apply to the amount of Account Value
applied to Portfolio Director 2. Purchase Payments made to Portfolio Director 2,
however, would be subject to the surrender charge under Portfolio Director 2. In
the case of a partial surrender, all Purchase Payments to Portfolio Director 2
will be deemed to be withdrawn before any Exchanged Amount is deemed to be
withdrawn. Under Portfolio Director 2, no sales charge is deducted at the time a
Purchase Payment is made, but a surrender charge may be imposed on partial or
total surrenders. The surrender charge may not exceed 5% of any Purchase
Payments withdrawn within the most recent five years prior to the receipt of the
surrender request by the Company at its Home Office. For purposes of this
surrender charge, the most recent Purchase Payments are deemed to be withdrawn
first. (See "Surrender Charges" in the prospectus.)
Other Charges. A charge of a percentage of each Purchase Payment is made
for administrative expenses under a Compounder Contract. The charge is 1.25% and
is included in the above sales charge. For Portfolio Director 2, a quarterly
account maintenance charge of $3.75 is assessed for each calendar quarter during
the Purchase Period during which any Variable Account Option Account Value is
credited to a Participant's Account. The charge is to reimburse the Company for
some of the administrative expenses associated with the Variable Account
Options. No charge is assessed for any calendar quarter if the Account Value is
credited only to the Fixed Account Options throughout the quarter. Such charge
begins immediately if an exchange is made into any Variable Account Option
offered under Portfolio Director 2. The charge may also be reduced or waived by
the Company for Portfolio Director 2 if the administrative expenses are expected
to be lower for that Contract. (See "Reduction or Waiver of Account Maintenance
Fee or Surrender Charges" in this prospectus.) To cover expenses not covered by
the account maintenance charge and to compensate the Company for assuming
mortality risks under Portfolio Director 2, an additional daily charge with an
annualized rate of 1.00% or 1.25%, depending upon the Variable Account Options
selected, if any, on the daily net asset value of the Separate Account is
attributable to Portfolio Director 2. (See "Separate Account Charges" and
"Separate Account Expense Reimbursement" in the prospectus.)
Investment Options. There are no variable investment alternatives provided
under Compounder Contracts.
Annuity Options. Payout Payments under a Compounder Contract are on a fixed
basis only and the designated period option is limited to a period of 15 years.
However, under a Compounder Contract, the designated period option may, subject
to adverse tax consequences, be commuted at any time for its remaining value.
Portfolio Director 2 allows Payout Payments be made on a fixed or variable
basis, or both. One option under the Portfolio Director 2 provides for a
designated period of 5 and 30 years on a fixed basis only. Portfolio Director 2
does not provide for commutation. Unlike Portfolio Director 2, the Compounder
Contracts contain no "betterment of rates" provision.
INFORMATION WHICH MAY BE APPLICABLE TO
ANY EXCHANGE
Guaranteed Annuity Rates. Mortality rates have improved since annuity rates
were developed for the other contracts. Therefore, the annuity rates guaranteed
in Portfolio Director 2 are less favorable to Contract Owners and Annuitants
than those guaranteed in the other contracts. However, the current annuity rates
being charged for fixed annuities under the "betterment of rates" provisions
discussed above are more favorable than those guaranteed under Portfolio
Director 2 or the other contracts. Of course, no assurance can be given that
this will continue to be true at the time of annuitization for a given contract.
Guaranteed annuity rate tables are set forth in your Contract or in current
endorsements thereto. Those guaranteed for Portfolio Director 2 are set forth
therein, and copies may be obtained from one of the Company's Regional Offices
listed on the inside back cover of this prospectus.
To satisfy a federal tax law requirement, non-spouse beneficiaries under
Portfolio Director 2 generally must receive the entire benefit payable upon the
death of the Annuitant over their life expectancy or within five years of the
Annuitant's death. This requirement may be inapplicable to certain other
contracts or certificates issued before January 19, 1985 if not exchanged.
17
<PAGE> 72
CALCULATION OF SURRENDER CHARGE
The surrender charge is discussed in the Prospectus under "Fees and Charges
- -- Surrender Charge." Examples of calculation of the Surrender Charge upon total
and partial surrender are set forth below:
ILLUSTRATION OF SURRENDER CHARGE ON TOTAL SURRENDER
Example 1.
TRANSACTION HISTORY
<TABLE>
<CAPTION>
DATE TRANSACTION AMOUNT
------------------------------- ------------------------------------------ --------
<S> <C> <C>
2/1/90......................... Purchase Payment $ 10,000
2/1/91......................... Purchase Payment 5,000
2/1/92......................... Purchase Payment 15,000
2/1/93......................... Purchase Payment 2,000
2/1/94......................... Purchase Payment 3,000
2/1/95......................... Purchase Payment 4,000
7/1/95......................... Total Purchase Payments (Assumes
Account Value is $50,000) 39,000
</TABLE>
Surrender Charge is lesser of (a) or (b):
<TABLE>
<S> <C> <C> <C>
a. Surrender Charge calculated on 60 months of Purchase Payments
1. Surrender Charge against Purchase Payment of 2/1/90.......................... $ 0
2. Surrender Charge against Purchase Payment of 2/1/91 (0.05 X $5,000).......... $ 250
3. Surrender Charge against Purchase Payment of 2/1/92 (0.05 X $15,000)......... $ 750
4. Surrender Charge against Purchase Payment of 2/1/93 (0.05 X $2,000).......... $ 100
5. Surrender Charge against Purchase Payment of 2/1/94 (0.05 X $3,000).......... $ 150
6. Surrender Charge against Purchase Payment of 2/1/95 (0.05 X $4,000).......... $ 200
Surrender Charge based on Purchase Payments (1 + 2 + 3 + 4 + 5 + 6).......... $ 1,450
b. Surrender Charge calculated on the excess over 10% of the Account Value at the time
of surrender:
Account Value at time of surrender $50,000
Less 10% not subject to Surrender Charge -5,000
-------
Subject to Surrender Charge 45,000
X .05
-------
Surrender Charge based on Account Value $ 2,250 ............................. $ 2,250
c. Surrender Charge is the lesser of a or b........................................... $ 1,450
</TABLE>
ILLUSTRATION OF SURRENDER CHARGE ON A 10% PARTIAL SURRENDER FOLLOWED BY A FULL
SURRENDER
Example 2.
TRANSACTION HISTORY (ASSUMES NO INTEREST EARNED)
<TABLE>
<CAPTION>
DATE TRANSACTION AMOUNT
------------------------------- ------------------------------------------ --------
<S> <C> <C>
2/1/90......................... Purchase Payment $ 10,000
2/1/91......................... Purchase Payment 5,000
2/1/92......................... Purchase Payment 15,000
2/1/93......................... Purchase Payment 2,000
2/1/94......................... Purchase Payment 3,000
2/1/95......................... Purchase Payment 4,000
7/1/95......................... 10% Partial Surrender (Assumes 3,900
Account Value is $39,000)
8/1/95......................... Full Surrender 35,100
</TABLE>
a. Since this is the first partial surrender in this participant year,
calculate the excess over 10% of the value of the Purchase Units
10% of $39,000 = $3,900 [no charge on this 10% withdrawal]
b. The Account Value upon which Surrender Charge on the Full Surrender may
be calculated (levied) is $39,000 - $3,900 = $35,100
c. The Surrender Charge calculated on the Account Value withdrawn $35,100 X
.05 = $1,755
d. Since only $29,000 has been paid in Purchase Payments in the 60 months
prior to the Full Surrender, the charge can only be calculated on
$29,000. The $3,900 partial withdrawal does not reduce this amount.
Thus, the charge is $29,000 X (0.05) = $1,450.
18
<PAGE> 73
PURCHASE UNIT VALUE
The calculation of Purchase Unit value is discussed in the Prospectus under
"Purchase Period." The following illustrations show a calculation of a new Unit
value and the purchase of Purchase Units (using hypothetical examples):
ILLUSTRATION OF CALCULATION OF PURCHASE UNIT VALUE
Example 3.
<TABLE>
<S> <C>
1. Purchase Unit value, beginning of period............................... $ 1.800000
2. Value of Fund share, beginning of period............................... $ 21.200000
3. Change in value of Fund share.......................................... $ .500000
4. Gross investment return (3)/(2)........................................ .023585
5. Daily mortality and expense charge..................................... .000027
6. Net investment return (4)-(5).......................................... .023558
7. Net investment factor 1.000000+(6)..................................... 1.023558
8. Purchase Unit value, end of period (1)X(7)............................. $ 1.842404
</TABLE>
ILLUSTRATION OF PURCHASE OF PURCHASE UNITS (ASSUMING NO STATE PREMIUM TAX)
Example 4.
<TABLE>
<S> <C>
1. First Periodic Purchase Payment........................................ $ 100.00
2. Purchase Unit value on effective date of purchase (see Example 3)...... $ 1.800000
3. Number of Purchase Units purchased (1)/(2)............................. 55.556
4. Purchase Unit value for valuation date following purchase (see Example
3)..................................................................... $ 1.842404
5. Value of Purchase Units in account for valuation date following
purchase (3)X(4)....................................................... $ 102.36
</TABLE>
PERFORMANCE CALCULATIONS
MONEY MARKET DIVISION YIELDS
CALCULATION OF YIELD FOR MONEY MARKET DIVISION SIX
7-Day Current Yield: 4.15%
ILLUSTRATION OF CALCULATION OF YIELD FOR MONEY MARKET DIVISION SIX
Example 5.
The yield quotation above is based on the seven days ended December 31,
1995, the date of the most recent balance sheet included in the registration
statement ("base period"). It is computed by determining the net change,
exclusive of capital changes, in the value of a hypothetical pre-existing
account having a balance of one Purchase Unit at the beginning of the period,
subtracting a hypothetical charge reflecting deductions from Contract Owner
accounts, and dividing the difference by the value of the account at the
beginning of the base period to obtain the base period return and then
multiplying the base period return by 365/7.
CALCULATION OF EFFECTIVE YIELD FOR MONEY MARKET DIVISION SIX
7-Day Effective Yield: 4.24%
ILLUSTRATION OF CALCULATION OF EFFECTIVE YIELD FOR MONEY MARKET DIVISION SIX
Example 6.
The effective yield quotation above is based on the seven days ended
December 31, 1995, the date of the most recent balance sheet included in the
registration statement ("base period"). It is computed by determining the net
change, exclusive of capital changes, in the value of a hypothetical
pre-existing account having a balance of one Purchase Unit at the beginning of
19
<PAGE> 74
the period, subtracting a hypothetical charge reflecting deductions from
Contract Owner accounts, and dividing the difference by the value of the account
at the beginning of the base period to obtain the base period return and then
compounding the base period return by adding 1, raising the sum to a power equal
to 365 divided by 7, and subtracting 1 from the result, according to the
following formula:
365/7
EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1) ] - 1
STANDARDIZED YIELD FOR BOND FUND DIVISIONS
CALCULATION OF STANDARDIZED YIELD FOR BOND FUND DIVISIONS
<TABLE>
<CAPTION>
DIV. DIV. DIV.
13 22 23
------ ------ ------
<S> <C> <C> <C>
Standardized Yield............................................... 4.25% 5.22% 4.68%
</TABLE>
ILLUSTRATION OF CALCULATION OF STANDARDIZED YIELD FOR BOND FUND DIVISIONS
Example 7.
The yield quotation based on a 30-day period ended December 31, 1995, the
date of the most recent balance sheet of the Registrant included in the
registration statement is computed by divid-
ing the net investment income per Purchase Unit earned during the period by the
maximum offering price per Unit on the last day of the period, according to the
following formula:
6
YIELD = 2 [( a - b + 1) - 1]
-----
cd
Where:
<TABLE>
<S> <C>
a = net investment income earned during the period by the Fund attributable
to shares owned by the Division
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of Purchase Units outstanding during the period
d = the maximum offering price per Purchase Unit on the last day of the
period
</TABLE>
Yield on each Division is earned from dividends declared and paid by the
Fund, which are
automatically reinvested in Fund shares.
20
<PAGE> 75
CALCULATION OF AVERAGE ANNUAL TOTAL RETURN
Average Annual Total Return quotations for the 1, 3, 5, and 10 year periods
ended December 31, 1995, the date of the most recent balance sheet included in
this registration statement, are computed by finding the average annual com-
pounded rates of over the 1, 3, 5, and 10 year periods that would equate the
initial amount invested to the ending redeemable value, according to the
following formula:
n
P (1+T) = ERV
Where:
<TABLE>
<C> <S>
P = a hypothetical initial Purchase Payment of $1,000
T = average annual total return
n = number of years
ERV = redeemable value at the end of the 1, 3, 5 or 10 year periods of a
hypothetical $1,000 Purchase Payment made at the beginning of the 1,
3, 5, or 10 year periods (or fractional portion thereof)
</TABLE>
The Company may advertise standardized average annual total return which,
includes the surrender charge of up to 5% of Gross Purchase Payments received
during the most recent 60 months as well as non-standardized average annual
total returns which does not include a surrender charge or maintenance fee.
There is no sales charge for reinvested dividends. All recurring fees have
been deducted. For fees which vary with the account size, an account size equal
to that of the median account size has been assumed. Ending redeemable value has
been determined assuming a complete redemption at the end of the 1, 3, 5 or 10
year period and deduction of all nonrecurring charges at the end of each such
period.
21
<PAGE> 76
PERFORMANCE INFORMATION
HYPOTHETICAL $10,000 ACCOUNT VALUE AND
CUMULATIVE RETURN AS COMPARED TO BENCHMARKS TABLES.
The following tables show the Hypothetical $10,000 Account Value and
Cumulative Return of each Division as compared to the benchmarks shown. Because
the Funds underlying Divisions Fifteen, Sixteen and Seventeen began operations
on April 29, 1994, performance information for those Divisions is based on
performance of comparable funds managed by the subadvisers for the Funds. The
performance information presented for all other Divisions represents actual Fund
performance.
These performance calculations for the Divisions, and the methods used for
calculating them, are explained in the prospectus. (See "How To Review
Investment Performance of Separate Account Divisions" and "Variable Account
Options" in the prospectus.)
These tables compare hypothetical investment performance and percentage
changes in Purchase Unit values with the results of several benchmarks,
representing unmanaged market indices. The performance information has been
adjusted to reflect mortality and expense risk charges. Surrender charges,
maintenance charges and premium taxes are not deducted. The effect of these
charges is to reduce total return to a Contract Owner. The comparisons should be
considered in light of the investment policies and objectives of the Funds.
Rates of return for the Divisions include reinvestment of investment income,
including capital gains, interest and dividends. The rates of return on the
market indices also have been adjusted to reflect reinvestment of interest and
dividends.
Price returns for the market indices are calculated by subtracting the
price level at the beginning of the year from the price level at the end of the
year and dividing the difference by the price level at the beginning of the
year. To calculate dollar values for the indices' Hypothetical $10,000 Account
Value presentation, price index values were substituted for Unit values in the
calculation described in the prospectus, and where applicable, dividend yields
were then added to determine the total returns applied in the dollar value
calculations. Similarly, to calculate Cumulative Return for the indices, the
Cumulative Return calculation described in the prospectus for Unit values of the
Divisions is used, substituting the Hypothetical $10,000 Account Value at the
end of each year for the Purchase Unit Value. No sales load, administrative
charges, or any other expenses have been deducted from the index calculations.
Additionally, the performance of a Division may from time to time be
compared with other Indexes which have been deemed by the Company relevant to
the Division.
These benchmarks do not reflect any charges for investment advisory fees,
brokerage commissions or other fees and expenses of the type charged at either
the Separate Account or Fund level. Therefore, the comparisons with these
benchmarks are of limited use.
THE PERFORMANCE RESULTS SHOWN IN THIS SECTION ARE NOT AN ESTIMATE OR
GUARANTEE OF FUTURE INVESTMENT PERFORMANCE, AND DO NOT REPRESENT THE ACTUAL
EXPERIENCE OF AMOUNTS INVESTED BY A PARTICULAR PARTICIPANT.
PERFORMANCE COMPARED TO MARKET INDICES
The performance of AGSPC Growth Division Fifteen, AGSPC Science &
Technology Division Seventeen, AGSPC Social Awareness Division Twelve, AGSPC
Stock Index Division Ten, Founders Growth Division Thirty, Neuberger & Berman
Guardian Trust Division Twenty-nine, Putnam New Opportunities Division
Twenty-six, Scudder Growth and Income Division Twenty-one, and Vanguard/Windsor
II Division Twenty-four may be compared to the record of the Standard &
Poor's(R) Corporation ("S&P(R)")* Composite Stock Price Index ("S&P 500 Index").
The S&P 500(R) Index is an unmanaged capitalization-weighted index of 500 stocks
designed to measure performance of the broad domestic economy through changes in
the aggregate market value of 500 stocks representing all major industries. The
Index represents approximately 70% of the aggregate United States equity markets
capitalization.
- ---------------
* "Standard & Poor's(R)", "S&P(R)" and "S&P 500(R)" are trademarks of Standard
and Poor's ("S&P"). The Stock Index Fund is not sponsored, endorsed, sold or
promoted by S&P and S&P makes no representation regarding the advisability of
investing in this Fund.
22
<PAGE> 77
The performance of the AGSPC International Government Bond Division
Thirteen may be compared to the Salomon Brothers Non-US Dollar World Government
Bond Index ("Salomon Index"). Total returns with income reinvested for the
Salomon index are published using two methods. The first method includes gross
income (income earned without subtracting foreign income taxes which may be
withheld from foreign investors). The second method includes net income (income
earned after subtracting estimated foreign taxes). The Division currently
compares its performance with the index using the second method. The Salomon
Index is an unmanaged aggregate index composed of 650 issues from thirteen
foreign countries. These countries include Austria, Australia, Belgium, Canada,
Denmark, France, Germany, Italy, Japan, the Netherlands, Spain, Sweden and the
United Kingdom.
The performance of AGSPC Money Market Division Six may be compared to the
Certificate of Deposit Primary Offering by New York City Banks, 30 Day Index.
The index is a money market index which reflects the average rate paid by New
York Banks on certificates of deposit of more than $100,000. The Index for 30
days is published daily.
The Putnam Global Growth Division Twenty-eight may be compared to the
Morgan Stanley Capital International World Index ("MSCI World Index"). Total
returns (with income reinvested) for the MSCI World Index is published using two
methods. The first method includes gross income (income earned without
subtracting foreign income taxes which may be withheld from foreign investors).
The second method includes net income (income earned after subtracting estimated
foreign taxes. The Division currently compares its performance with the index
using the second method. The MSCI World Index is an unmanaged capitalization
weighed index consisting of more than 1,500 issues from 22 countries as well as
certain South African gold mining issues. The countries include Australia,
Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland,
Italy, Japan, Malaysia, the Netherlands, New Zealand, Norway, Singapore, Spain,
Sweden, Switzerland, the United Kingdom, and the United States.
The performance of the Putnam OTC Emerging Growth Division Twenty-seven may
be compared to the Russell 2000(R) Index ("Russell 2000").** The Russell 2000
was developed in 1984 by the Frank Russell Trust Company to track the stock
market performance of small capitalization domestic stocks. The Russell 2000 is
market weighted and consists of approximately 2000 stocks. Stocks included in
the Russell 2000 are chosen by the Frank Russell Trust Company on the basis of
their market size.
The Templeton Foreign Division Thirty-two may be compared to the Morgan
Stanley Capital International Europe, Australia, and Far East Index ("EAFE
Index"). The EAFE Index, which commenced in 1969, is an unmanaged stock index
consisting of more than 1,000 companies from Europe, Australia and the Far East.
The index is capitalization weighted. It is a well known measure for
international stock performance. Total returns (with income reinvested) for the
EAFE Index are published using two methods. The first method includes gross
income (income earned without subtracting foreign income taxes which may be
withheld from foreign investors). The second method includes net income (income
earned after subtracting estimated foreign taxes). The Division currently
compares it performance with the index using the second method.
The Vanguard Fixed Income Securities Fund -- Long-Term Corporate Division
Twenty-two may be compared to the Merrill Lynch Corporate Master Index. The
Merrill Lynch Corporate Master Index consists of an index of approximately 400
corporate bond holdings of which assets are rated A or AA. The average years to
maturity of these corporate bond holdings are approximately 13 years.
The performance of the Vanguard Fixed Income Securities Fund -- Long-Term
U.S. Treasury Portfolio Division Twenty-three may be compared to the Lehman
Brothers U.S. Treasury Long-Term Index. This index measures a Fund's sensitivity
to interest rate changes. This index
- ---------------
** The Russell 2000(R) Index is a trademark/service mark of the Frank Russell
Trust Company. RussellTM is a trademark of the Frank Russell Trust Company.
23
<PAGE> 78
was initiated in 1976 and is composed of all bonds covered by the Shearson
Lehman Hutton Treasury Bond Index with maturities of ten years or greater.
The performance of the Vanguard/Welling-
ton Division Twenty-five may be compared to a Blended Index, a measure of the
investment performance of a balanced portfolio of stocks and bonds, comprised of
the S&P 500 Index (65%) and the Merrill Lynch Corporate Master Index (35%). The
S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks
designed to measure performance of the broad domestic economy through changes in
the aggregate market value of 500 stocks representing all major industries. The
S&P 500 Index represents approximately 70% of the aggregate market
capitalization of the United States equity markets. The Merrill Lynch Corporate
Master Index consists of an index of approximately 400 corporate bond holdings
of which assets are rated A or AA. The average years to maturity of the
corporate bond holdings are approximately 13 years.
The performance of the Twentieth Century Ultra Investors Division
Thirty-one may be compared to both the S&P 500 Index and the National
Association of Securities Dealers Automated Quotations (NASDAQ) Composite Price
Index. The S&P 500 Index is an unmanaged capitalization-weighted index of 500
stocks designed to measure performance of the broad domestic economy through
changes in the aggregate market value of 500 stocks representing all major
industries. The S&P 500 Index represents approximately 70% of the aggregate
market capitalization of the United States equity market. The NASDAQ Composite
Price Index was developed by the National Association of Securities Dealers
(NASD) on May 17, 1971 with figures available from February 5, 1971, at which
time the index value was 100. Through NASDAQ, the NASD provides daily, weekly,
and monthly sets of stock price indicators for Over-the-Counter (OTC) securities
in different industry categories. As of the end of 1995, over 5,000 issues were
contained in the NASDAQ Composite Price Index.
24
<PAGE> 79
See "How to Review Investment Performance of Separate Account Divisions" in the
prospectus for information about how these returns were calculated.
AGSPC Growth Division Fifteen Performance Compared to S&P 500 Index
HYPOTHETICAL $10,000 ACCOUNT VALUE
QUARTERLY VALUE OF A $10,000 STIPULATED PAYMENT MADE APRIL 29, 1994
<TABLE>
<CAPTION>
GROWTH S&P 500
DIVISION FIFTEEN INDEX
-------------------------------------------------------------------- --------
<S> <C> <C>
04/29/94................................................. $ 10,000 $ 10,000
06/30/94................................................. 9,527 10,042
09/30/94................................................. 10,037 10,533
12/31/94................................................. 10,018 10,532
03/31/95................................................. 11,246 11,557
06/30/95................................................. 12,241 12,660
09/30/95................................................. 13,920 13,666
12/31/95................................................. 14,667 14,489
</TABLE>
CUMULATIVE RETURN COMPARED TO MARKET INDEX
(PERIOD ENDED DECEMBER 31, 1995)
<TABLE>
<CAPTION>
SINCE
INCEPTION* 5 YEARS 3 YEARS 1 YEAR
------- ------- ------- -------
<S> <C> <C> <C> <C>
Investment Division
Growth Division Fifteen.................. 46.67% -- -- 46.40%
Benchmark Comparison
S&P 500 Index............................ 44.89% -- -- 37.58%
</TABLE>
- ---------------
* The Fund underlying this Division was initiated on April 29, 1994.
AGSPC International Government Bond Division Thirteen Performance Compared to
Salomon Brothers
Non-U.S. Dollar World Government Bond Index
HYPOTHETICAL $10,000 ACCOUNT VALUE
ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE OCTOBER 1, 1991
<TABLE>
<CAPTION>
SALOMON
BROS.
NON-U.S.
DOLLAR
WORLD
GOVERNMENT
INTERNATIONAL GOVERNMENT BOND BOND
DIVISION THIRTEEN INDEX
-------------------------------------------------------------------- --------
<S> <C> <C>
10/01/91................................................. $ 10,000 $ 10,000
12/31/91................................................. 10,905 11,042
12/31/92................................................. 11,128 11,540
12/31/93................................................. 12,583 13,246
12/31/94................................................. 13,014 13,999
12/31/95................................................. 15,308 16,692
</TABLE>
CUMULATIVE RETURN COMPARED TO MARKET INDEX
(PERIOD ENDED DECEMBER 31, 1995)
<TABLE>
<CAPTION>
SINCE
INCEPTION* 3 YEARS 1 YEAR
------- ------- -------
<S> <C> <C> <C>
Investment Division
International Government Bond Division Thirteen...... 53.08% 37.56% 17.63%
Benchmark Comparison
Salomon Bros. Non-U.S. Dollar World Government Bond
Index.............................................. 66.92% 44.64% 19.23%
</TABLE>
- ---------------
* This Division was initiated on October 1, 1991.
25
<PAGE> 80
AGSPC Money Market Division Six Performance Compared to Certificate of Deposit
Primary Offering by
New York City Banks, 30 Day Index (Primary CD Index)
HYPOTHETICAL $10,000 ACCOUNT VALUE
ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 16, 1986
<TABLE>
<CAPTION>
MONEY MARKET PRIMARY
DIVISION SIX CD INDEX
-------------------------------------------------------------------- --------
<S> <C> <C>
01/16/86................................................. $ 10,000 $ 10,000
12/31/86................................................. 10,405 10,591
12/31/87................................................. 10,873 11,253
12/31/88................................................. 11,495 12,083
12/31/89................................................. 12,406 13,130
12/31/90................................................. 13,254 14,181
12/31/91................................................. 13,849 14,955
12/31/92................................................. 14,157 15,427
12/31/93................................................. 14,393 15,826
12/31/94................................................. 14,791 16,390
12/31/95................................................. 15,458 17,200
</TABLE>
CUMULATIVE RETURN COMPARED TO MARKET INDEX
(PERIOD ENDED DECEMBER 31, 1995)
<TABLE>
<CAPTION>
SINCE
INCEPTION* 5 YEARS 3 YEARS 1 YEAR
------- ------- ------- ------
<S> <C> <C> <C> <C>
Investment Division
Money Market Division Six................... 54.58% 16.63% 9.19% 4.51%
Benchmark Comparison
Primary CD Index............................ 72.00% 21.29% 11.50% 4.94%
</TABLE>
- ---------------
* This Division was initiated on January 16, 1986.
AGSPC Science & Technology Division Seventeen Compared to S&P 500 Index.
HYPOTHETICAL $10,000 ACCOUNT VALUE
QUARTERLY VALUE OF A $10,000 STIPULATED PAYMENT MADE APRIL 29, 1994
<TABLE>
<CAPTION>
SCIENCE & TECHNOLOGY S&P 500
DIVISION SEVENTEEN INDEX
-------------------------------------------------------------------- --------
<S> <C> <C>
04/29/94................................................. $ 10,000 $ 10,000
06/30/94................................................. 9,457 10,042
09/30/94................................................. 11,316 10,533
12/31/94................................................. 12,477 10,532
03/31/95................................................. 13,753 11,557
06/30/95................................................. 16,805 12,660
09/30/95................................................. 19,444 13,666
12/31/95................................................. 19,972 14,489
</TABLE>
CUMULATIVE RETURN COMPARED TO MARKET INDEX
(PERIOD ENDED DECEMBER 31, 1995)
<TABLE>
<CAPTION>
SINCE
INCEPTION* 5 YEARS 3 YEARS 1 YEAR
------- ------- ------- -------
<S> <C> <C> <C> <C>
Investment Division
Science & Technology Division
Seventeen.............................. 99.72% -- -- 60.07%
Benchmark Comparison
S&P 500 Index............................ 44.89% -- -- 37.58%
</TABLE>
- ---------------
* The Fund underlying this Division was initiated on April 29, 1994.
26
<PAGE> 81
AGSPC Social Awareness Division Twelve Performance Compared to S&P 500 Index
HYPOTHETICAL $10,000 ACCOUNT VALUE
ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE OCTOBER 2, 1989
<TABLE>
<CAPTION>
SOCIAL AWARENESS S&P 500
DIVISION TWELVE INDEX
-------------------------------------------------------------------- --------
<S> <C> <C>
10/02/89................................................. $ 10,000 $ 10,000
12/31/89................................................. 10,100 10,214
12/31/90................................................. 9,877 9,897
12/31/91................................................. 12,506 12,912
12/31/92................................................. 12,795 13,896
12/31/93................................................. 13,670 15,297
12/31/94................................................. 13,339 15,499
12/31/95................................................. 18,351 21,323
</TABLE>
CUMULATIVE RETURN COMPARED TO MARKET INDEX
(PERIOD ENDED DECEMBER 31, 1995)
<TABLE>
<CAPTION>
SINCE
INCEPTION* 5 YEARS 3 YEARS 1 YEAR
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Investment Division
Social Awareness Division Twelve....... 83.51% 85.80% 43.42% 37.57%
Benchmark Comparison
S&P 500 Index.......................... 113.23% 115.45% 53.44% 37.58%
</TABLE>
- ---------------
* This Division was initiated on October 2, 1989.
AGSPC Stock Index Division Ten Performance Compared to S&P 500 Index
HYPOTHETICAL $10,000 ACCOUNT VALUE
ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE APRIL 20, 1987
<TABLE>
<CAPTION>
STOCK INDEX S&P 500
DIVISION TEN INDEX
----------------------------------------------------------------- --------
<S> <C> <C>
04/20/87............................................... $ 10,000 $ 10,000
12/31/87............................................... 8,562 8,722
12/31/88............................................... 9,687 10,171
12/31/89............................................... 12,388 13,394
12/31/90............................................... 11,790 12,978
12/31/91............................................... 15,056 16,932
12/31/92............................................... 15,897 18,222
12/31/93............................................... 17,293 20,059
12/31/94............................................... 17,241 20,323
12/31/95............................................... 23,439 27,960
</TABLE>
CUMULATIVE RETURN COMPARED TO MARKET INDEX
(PERIOD ENDED DECEMBER 31, 1995)
<TABLE>
<CAPTION>
SINCE
INCEPTION* 5 YEARS 3 YEARS 1 YEAR
-------- -------- ------- -------
<S> <C> <C> <C> <C>
Investment Division
Stock Index Division Ten................. 134.39% 98.80% 47.44% 35.95%
Benchmark Comparison
S&P 500 Index............................ 179.60% 115.45% 53.44% 37.58%
</TABLE>
- ---------------
* This Division was initiated on April 20, 1987.
27
<PAGE> 82
Founders Growth Division Thirty Compared to S&P 500 Index
HYPOTHETICAL $10,000 ACCOUNT VALUE
ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1986
<TABLE>
<CAPTION>
FOUNDERS GROWTH S&P 500
DIVISION THIRTY INDEX
------------------------------------------------------------------ --------
<S> <C> <C>
01/01/86............................................... $ 10,000 $ 10,000
12/31/86............................................... 11,852 11,867
12/31/87............................................... 12,924 12,490
12/31/88............................................... 13,411 14,564
12/31/89............................................... 18,825 19,179
12/31/90............................................... 16,665 18,583
12/31/91............................................... 24,321 24,245
12/31/92............................................... 25,102 26,092
12/31/93............................................... 31,203 28,722
12/31/94............................................... 29,863 29,101
12/31/95............................................... 43,049 40,037
</TABLE>
CUMULATIVE RETURN COMPARED TO MARKET INDEX
(PERIOD ENDED DECEMBER 31, 1995)
<TABLE>
<CAPTION>
10 YEARS 5 YEARS 3 YEARS 1 YEAR
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Investment Division
Founders Growth Division Thirty..... 330.49% 158.33% 71.50% 44.15%
Benchmark Comparison
S&P 500 Index....................... 300.37% 115.45% 53.44% 37.58%
</TABLE>
Neuberger & Berman Guardian Trust Division Twenty-Nine Compared to S&P 500 Index
HYPOTHETICAL $10,000 ACCOUNT VALUE
ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1986
<TABLE>
<CAPTION>
GUARDIAN TRUST S&P 500
DIVISION TWENTY-NINE* INDEX
-------------------------------------------------------------------- --------
<S> <C> <C>
01/01/86................................................. $ 10,000 $ 10,000
12/31/86................................................. 11,079 11,867
12/31/87................................................. 10,860 12,490
12/31/88................................................. 13,775 14,564
12/31/89................................................. 16,568 19,179
12/31/90................................................. 15,635 18,583
12/31/91................................................. 20,773 24,245
12/31/92................................................. 24,486 26,092
12/31/93................................................. 27,530 28,772
12/31/94................................................. 27,670 29,101
12/31/95................................................. 36,165 40,037
</TABLE>
CUMULATIVE RETURN COMPARED TO MARKET INDEX
(PERIOD ENDED DECEMBER 31, 1995)
<TABLE>
<CAPTION>
10 YEARS 5 YEARS 3 YEARS 1 YEAR
-------- -------- ------- -------
<S> <C> <C> <C> <C>
Investment Division
Neuberger & Berman Guardian Trust
Division Twenty-Nine................. 261.65% 131.31% 47.70% 30.70%
Benchmark Comparison
S&P 500 Index.......................... 300.37% 115.45% 53.44% 37.58%
</TABLE>
- ---------------
* Guardian Trust started operations on August 3, 1993. It has identical
investment objectives and policies and as part of a "master/feeder structure"
invests in the same portfolio as Neuberger & Berman Guardian Fund ("Fund")
which is also managed by Neuberger & Berman Management Incorporated. The
performance information for the Trust before August 3, 1993 is for the Fund
and its predecessor which had an inception date of June 1, 1950. For more
information on the "master/feeder structure" see the Trust's prospectus.
28
<PAGE> 83
Putnam Global Growth Division Twenty-Eight Compared to MSCI World Index and S&P
500 Index.
HYPOTHETICAL $10,000 ACCOUNT VALUE
ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1986
<TABLE>
<CAPTION>
MSCI
GLOBAL GROWTH WORLD S&P 500
DIVISION TWENTY-EIGHT INDEX INDEX
--------------------------------------------------- -------- --------
<S> <C> <C> <C>
01/01/86................................ $ 10,000 $ 10,000 $ 10,000
12/31/86................................ 13,642 14,189 11,867
12/31/87................................ 14,496 16,482 12,490
12/31/88................................ 15,648 20,321 14,564
12/31/89................................ 19,283 23,696 19,179
12/31/90................................ 17,334 19,663 18,583
12/31/91................................ 20,247 23,258 24,245
12/31/92................................ 26,093 22,043 26,092
12/31/93................................ 26,233 27,003 28,722
12/31/94................................ 25,750 28,374 29,101
12/31/95................................ 29,271 34,253 40,037
</TABLE>
CUMULATIVE RETURN COMPARED TO MARKET INDEX
(PERIOD ENDED DECEMBER 31, 1995)
<TABLE>
<CAPTION>
10 YEARS 5 YEARS 3 YEARS 1 YEAR
-------- -------- ------- -------
<S> <C> <C> <C> <C>
Investment Division
Putnam Global Growth
Division Twenty-Eight................ 192.71% 68.87% 45.68% 13.68%
Benchmark Comparison
MSCI World Index....................... 242.53% 74.20% 55.39% 20.72%
S&P 500 Index.......................... 300.37% 115.45% 53.44% 37.58%
</TABLE>
Putnam New Opportunities Division Twenty-Six Compared to S&P 500 Index
HYPOTHETICAL $10,000 ACCOUNT VALUE
ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE AUGUST 31, 1990
<TABLE>
<CAPTION>
NEW OPPORTUNITIES S&P 500
DIVISION TWENTY-SIX INDEX
-------------------------------------------------------------------- --------
<S> <C> <C>
08/31/90................................................. $ 10,000 $ 10,000
12/31/90................................................. 11,041 10,366
12/31/91................................................. 18,320 13,524
12/31/92................................................. 22,785 14,555
12/31/93................................................. 29,940 16,022
12/31/94................................................. 30,625 16,233
12/31/95................................................. 44,365 22,333
</TABLE>
CUMULATIVE RETURN COMPARED TO MARKET INDEX
(PERIOD ENDED DECEMBER 31, 1995)
<TABLE>
<CAPTION>
SINCE
INCEPTION* 5 YEARS 3 YEARS 1 YEAR
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Investment Division
Putnam New Opportunities
Division Twenty-Six............... 343.65% 301.83% 94.71% 44.87%
Benchmark Comparison
S&P 500 Index....................... 123.33% 115.45% 53.44% 37.58%
</TABLE>
- ---------------
* The Fund underlying this Division was initiated on August 31, 1990.
29
<PAGE> 84
Putnam OTC Emerging Growth Division Twenty-Seven Compared to Russell 2000 Index
and S&P 500 Index
HYPOTHETICAL $10,000 ACCOUNT VALUE
ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1986
<TABLE>
<CAPTION>
OTC EMERGING GROWTH RUSSELL S&P 500
DIVISION TWENTY-SEVEN 2000 INDEX
--------------------------------------------------- -------- --------
<S> <C> <C> <C>
01/01/86................................ $ 10,000 $ 10,000 $ 10,000
12/31/86................................ 11,734 10,568 11,867
12/31/87................................ 12,167 9,638 12,490
12/31/88................................ 13,998 12,049 14,564
12/31/89................................ 17,875 14,009 19,179
12/31/90................................ 15,954 11,273 18,583
12/31/91................................ 22,251 16,474 24,245
12/31/92................................ 24,827 19,507 26,092
12/31/93................................ 32,465 23,189 28,722
12/31/94................................ 32,863 22,767 29,101
12/31/95................................ 50,755 29,244 40,037
</TABLE>
CUMULATIVE RETURN COMPARED TO MARKET INDEX
(PERIOD ENDED DECEMBER 31, 1995)
<TABLE>
<CAPTION>
10 YEARS 5 YEARS 3 YEARS 1 YEAR
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Investment Division
Putnam OTC Emerging Growth
Division Twenty-Seven............. 407.55% 218.13% 104.43% 54.45%
Benchmark Comparison
Russell 2000 Index.................. 192.44% 159.41% 49.92% 28.45%
S&P 500 Index....................... 300.37% 115.45% 53.44% 37.58%
</TABLE>
Scudder Growth and Income Division Twenty-One Performance Compared to S&P 500
Index
HYPOTHETICAL $10,000 ACCOUNT VALUE
ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1986
<TABLE>
<CAPTION>
SCUDDER GROWTH AND INCOME S&P 500
DIVISION TWENTY-ONE INDEX
-------------------------------------------------------------------- --------
<S> <C> <C>
01/01/86................................................. $ 10,000 $ 10,000
12/31/86................................................. 11,685 11,867
12/31/87................................................. 11,944 12,490
12/31/88................................................. 13,213 14,564
12/31/89................................................. 16,492 19,179
12/31/90................................................. 15,907 18,583
12/31/91................................................. 20,138 24,245
12/31/92................................................. 21,792 26,092
12/31/93................................................. 24,881 28,772
12/31/94................................................. 25,210 29,101
12/31/95................................................. 32,668 40,037
</TABLE>
CUMULATIVE RETURN COMPARED TO MARKET INDEX
(PERIOD ENDED DECEMBER 31, 1995)
<TABLE>
<CAPTION>
10 YEARS 5 YEARS 3 YEARS 1 YEAR
-------- -------- ------- -------
<S> <C> <C> <C> <C>
Investment Division
Scudder Growth and Income
Division Twenty-One.................. 226.68% 105.37% 49.91% 29.58%
Benchmark Comparison
S&P 500 Index.......................... 300.37% 115.45% 53.44% 37.58%
</TABLE>
30
<PAGE> 85
Templeton Foreign Division Thirty-Two Compared to EAFE Index
HYPOTHETICAL $10,000 ACCOUNT VALUE
ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1986
<TABLE>
<CAPTION>
EAFE
FOREIGN DIVISION THIRTY-TWO INDEX
----------------------------------------------------------------- --------
<S> <C> <C>
01/01/86............................................... $ 10,000 $ 10,000
12/31/86............................................... 12,754 16,944
12/31/87............................................... 15,753 21,118
12/31/88............................................... 19,031 27,087
12/31/89............................................... 24,597 29,942
12/31/90............................................... 23,625 22,921
12/31/91............................................... 27,666 25,701
12/31/92............................................... 27,421 22,572
12/31/93............................................... 37,149 29,922
12/31/94............................................... 36,918 32,249
12/31/95............................................... 40,635 35,864
</TABLE>
CUMULATIVE RETURN COMPARED TO MARKET INDEX
(PERIOD ENDED DECEMBER 31, 1995)
<TABLE>
<CAPTION>
10 YEARS 5 YEARS 3 YEARS 1 YEAR
-------- ------- ------- -------
<S> <C> <C> <C> <C>
Investment Division
Foreign Division Thirty-Two............. 306.35% 72.00% 48.19% 10.07%
Benchmark Comparison
EAFE Index.............................. 258.64% 56.46% 58.88% 11.21%
</TABLE>
Twentieth-Century Ultra Investors Division Thirty-One Compared to S&P 500 Index
and NASDAQ Composite Index
HYPOTHETICAL $10,000 ACCOUNT VALUE
ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1986
<TABLE>
<CAPTION>
NASDAQ
ULTRA INVESTORS S&P 500 COMPOSITE
DIVISION THIRTY-ONE INDEX INDEX*
-------------------------------------------------- -------- --------
<S> <C> <C> <C>
01/01/86................................ $ 10,000 $ 10,000 $ 10,000
12/31/86................................ 10,911 11,867 10,736
12/31/87................................ 11,519 12,490 10,171
12/31/88................................ 12,916 14,564 11,737
12/31/89................................ 17,501 19,179 13,997
12/31/90................................ 18,939 18,583 11,505
12/31/91................................ 34,940 24,245 18,045
12/31/92................................ 35,012 26,092 20,834
12/31/93................................ 42,204 28,722 23,907
12/31/94................................ 40,253 29,101 23,142
12/31/95................................ 54,839 40,037 32,380
</TABLE>
CUMULATIVE RETURN COMPARED TO MARKET INDEX
(PERIOD ENDED DECEMBER 31, 1995)
<TABLE>
<CAPTION>
10 YEARS 5 YEARS 3 YEARS 1 YEAR
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Investment Division
Twentieth-Century Ultra Investors
Division Thirty-One............... 448.39% 189.56% 56.63% 36.23%
Benchmark Comparison
S&P 500 Index....................... 300.37% 115.45% 53.44% 37.58%
NASDAQ Composite Index*............. 223.80% 181.44% 55.42% 39.92%
</TABLE>
- ---------------
* Does not include dividends reinvested.
31
<PAGE> 86
Vanguard Fixed Income Securities Fund -- Long-Term Corporate Portfolio Division
Twenty-Two Compared to Merrill Lynch Corporate Master Index
HYPOTHETICAL $10,000 ACCOUNT VALUE
ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1986
<TABLE>
<CAPTION>
MERRILL LYNCH
LONG-TERM CORPORATE CORPORATE MASTER
DIVISION TWENTY-TWO INDEX
---------------------------------------------------------------- ----------------
<S> <C> <C>
01/01/86............................................. $ 10,000 $ 10,000
12/31/86............................................. 11,279 11,630
12/31/87............................................. 11,162 11,844
12/31/88............................................. 12,093 13,000
12/31/89............................................. 13,757 14,835
12/31/90............................................. 14,431 15,928
12/31/91............................................. 17,233 18,833
12/31/92............................................. 18,682 20,551
12/31/93............................................. 21,126 23,105
12/31/94............................................. 19,760 22,328
12/31/95............................................. 24,672 27,146
</TABLE>
CUMULATIVE RETURN COMPARED TO MARKET INDEX
(PERIOD ENDED DECEMBER 31, 1995)
<TABLE>
<CAPTION>
10 YEARS 5 YEARS 3 YEARS 1 YEAR
-------- ------- ------- -------
<S> <C> <C> <C> <C>
Investment Division
Vanguard Fixed Income Securities Fund-
Long-Term Corporate Portfolio......... 146.72% 70.97% 32.07% 24.86%
Benchmark Comparison
Merrill Lynch Corporate Master Index.... 171.46% 70.43% 32.09% 21.58%
</TABLE>
Vanguard Fixed Income Securities Fund -- Long-Term U.S. Treasury Portfolio
Division Twenty-Three Compared to Lehman Brothers U.S. Treasury Long-Term Index
HYPOTHETICAL $10,000 ACCOUNT VALUE
ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE MAY 19, 1986
<TABLE>
<CAPTION>
LEHMAN BROS.
U.S. TREASURY
LONG-TERM U.S. TREASURY LONG-TERM
DIVISION TWENTY-THREE INDEX
---------------------------------------------------------------- ----------------
<S> <C> <C>
05/19/86............................................. $ 10,000 $ 10,000
12/31/86............................................. 10,639 10,745
12/31/87............................................. 10,200 10,458
12/31/88............................................. 10,996 11,420
12/31/89............................................. 12,809 13,580
12/31/90............................................. 13,382 14,437
12/31/91............................................. 15,521 17,109
12/31/92............................................. 16,466 18,472
12/31/93............................................. 18,995 21,659
12/31/94............................................. 17,442 20,004
12/31/95............................................. 22,416 26,142
</TABLE>
CUMULATIVE RETURN COMPARED TO MARKET INDEX
(PERIOD ENDED DECEMBER 31, 1995)
<TABLE>
<CAPTION>
10 YEARS 5 YEARS 3 YEARS 1 YEAR
-------- -------- ------- -------
<S> <C> <C> <C> <C>
Investment Division
Vanguard Fixed Income Securities Fund
Long-Term U.S. Treasury Portfolio.... 124.16% 67.51% 36.13% 28.51%
Benchmark Comparison
Lehman Brothers U.S. Treasury
Long-Term Index...................... 161.42% 81.07% 41.52% 30.69%
</TABLE>
32
<PAGE> 87
Vanguard/Wellington Division Twenty-Five Compared to S&P 500 Index and Merrill
Lynch Corporate Master Index
HYPOTHETICAL $10,000 ACCOUNT VALUE
ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1986
<TABLE>
<CAPTION>
VANGUARD WELLINGTON BLENDED
DIVISION TWENTY-FIVE INDEX*
-------------------------------------------------------------------- --------
<S> <C> <C>
01/01/86................................................. $ 10,000 $ 10,000
12/31/86................................................. 11,686 11,810
12/31/87................................................. 11,805 12,443
12/31/88................................................. 13,536 14,213
12/31/89................................................. 16,259 17,831
12/31/90................................................. 15,607 17,950
12/31/91................................................. 19,061 22,674
12/31/92................................................. 20,315 24,532
12/31/93................................................. 22,777 27,215
12/31/94................................................. 22,387 27,139
12/31/95................................................. 29,395 35,775
</TABLE>
CUMULATIVE RETURN COMPARED TO MARKET INDEX
(PERIOD ENDED DECEMBER 31, 1995)
<TABLE>
<CAPTION>
10 YEARS 5 YEARS 3 YEARS 1 YEAR
-------- -------- ------- -------
<S> <C> <C> <C> <C>
Investment Division
Vanguard/Wellington Division
Twenty-Five.......................... 193.95% 85.34% 44.69% 31.30%
Benchmark Comparison
Blended Index*......................... 257.75% 99.30% 45.83% 31.82%
</TABLE>
- ---------------
* The Blended Index reflects an allocation of investments in the following
indexes: 65% of investments included in the S&P 500 Index and 35% of
investments included in the Merrill Lynch Corporate Master Index.
Vanguard/Windsor II Division Twenty-Four Compared to S&P 500 Index
HYPOTHETICAL $10,000 ACCOUNT VALUE
ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1986
<TABLE>
<CAPTION>
VANGUARD WINDSOR II S&P 500
DIVISION TWENTY-FOUR INDEX
-------------------------------------------------------------------- --------
<S> <C> <C>
01/01/86................................................. $ 10,000 $ 10,000
12/31/86................................................. 11,980 11,867
12/31/87................................................. 11,579 12,490
12/31/88................................................. 14,265 14,564
12/31/89................................................. 18,010 19,179
12/31/90................................................. 16,012 18,583
12/31/91................................................. 20,353 24,245
12/31/92................................................. 22,509 26,092
12/31/93................................................. 25,256 28,772
12/31/94................................................. 24,654 29,101
12/31/95................................................. 33,811 40,037
</TABLE>
CUMULATIVE RETURN COMPARED TO MARKET INDEX
(PERIOD ENDED DECEMBER 31, 1995)
<TABLE>
<CAPTION>
10 YEARS 5 YEARS 3 YEARS 1 YEAR
-------- -------- ------- -------
<S> <C> <C> <C> <C>
Investment Division
Vanguard/Windsor II Division
Twenty-Four.......................... 238.11% 111.17% 50.21% 37.14%
Benchmark Comparison
S&P 500 Index.......................... 300.37% 115.45% 53.44% 37.58%
</TABLE>
33
<PAGE> 88
PAYOUT PAYMENTS
ASSUMED INVESTMENT RATE
The discussion concerning the amount of payout payments which follows this
section is based on an Assumed Investment Rate of 3 1/2% per annum. However, the
Company will permit each Annuitant choosing a variable payout option to select
an Assumed Investment Rate permitted by state law or regulations other than the
3 1/2% rate described in this prospectus as follows: 3%, 4 1/2%, 5% or 6% per
annum. (Note: an Assumed Investment Rate higher than 5% may not be selected
under individual Contracts.) The foregoing Assumed Investment Rates are used
merely in order to determine the first monthly payment per thousand dollars of
value. It should not be inferred that such rates will bear any relationship to
the actual net investment experience of VALIC Separate Account A.
AMOUNT OF PAYOUT PAYMENTS
The amount of the first variable annuity payment to the Annuitant will
depend on the amount of the Account Value applied to effect the variable annuity
as of the tenth day immediately preceding the date payout payments commence, the
amount of any premium tax owed, the annuity option selected, and the age of the
Annuitant.
The Contracts contain tables indicating the dollar amount of the first
payout payment under each payout option for each $1,000 of Account Value (after
the deduction for any premium tax) at various ages. These tables are based upon
the 1983 Table A (promulgated by the Society of Actuaries) and an Assumed
Investment Rate of 3%, 3 1/2%, 4% and 5% per annum (3 1/2% in the group
Contract).
The portion of the first monthly variable payout payment derived from a
Division of VALIC Separate Account A is divided by the Payout Unit value for
that Division (calculated ten days prior to the date of the first monthly
payment) to determine the number of Payout Units in each Division represented by
the payment. The number of such units will remain fixed during the Payout
Period, assuming the Annuitant makes no transfers of Payout Units to provide
Payout Units under another Division or to provide a fixed annuity.
In any subsequent month, the dollar amount of the variable payout payment
derived from each Division is determined by multiplying the number of Payout
Units in that Division by the value of such Payout Unit on the tenth day
preceding the due date of such payment. The Payout Unit value will increase or
decrease in proportion to the net investment return of the Division or Divisions
underlying the variable payout since the date of the previous payout payment,
less an adjustment to neutralize the 3 1/2% or other Assumed Investment Rate
referred to above.
Therefore, the dollar amount of variable payout payments after the first
will vary with the amount by which the net investment return is greater or less
than 3 1/2% per annum. For example, if a Division has a cumulative net
investment return of 5% over a one year period, the first payout payment in the
next year will be approximately 1 1/2 percentage points greater than the payment
on the same date in the preceding year, and subsequent payments will continue to
vary with the investment experience of the Division. If such net investment
return is 1% over a one year period, the first payout payment in the next year
will be approximately 2 1/2 percentage points less than the payment on the same
date in the preceding year, and subsequent payments will continue to vary with
the investment experience of the applicable Division.
Each deferred Contract provides that, when fixed payout payments are to be
made under one of the first four payout options, the monthly payment to the
Annuitant will not be less than the monthly payment produced by the then current
settlement option rates, which will not be less than the rates used for a
currently issued single payment immediate annuity contract. The purpose of this
provision is to assure the Annuitant that, at retirement, if the fixed payout
purchase rates then required by the Company for new single payment immediate
annuity contracts are significantly more favorable than the annuity rates
guaranteed by a Contract, the Annuitant will be given the benefit of the new
annuity rates.
PAYOUT UNIT VALUE
The value of a Payout Unit is calculated at the same time that the value of
an Purchase Unit
34
<PAGE> 89
is calculated and is based on the same values for Fund shares and other assets
and liabilities. (See "Purchase Period" in the prospectus.) The calculation of
Payout Unit value is discussed in the prospectus under "Payout Period."
The following illustrations show, by use of hypothetical examples, the
method of determining the Payout Unit value and the amount of variable annuity
payments.
ILLUSTRATION OF CALCULATION OF PAYOUT UNIT VALUE
Example 8.
<TABLE>
<S> <C>
1. Payout Unit value, beginning of period.............................. $ .980000
2. Net investment factor for Period (see Example 3).................... 1.023558
3. Daily adjustment for 3 1/2% Assumed Investment Rate................. .999906
4. (2)X(3)............................................................. 1.023462
5. Payout Unit value, end of period (1)X(4)............................ $ 1.002993
</TABLE>
ILLUSTRATION OF PAYOUT PAYMENTS
Example 9. Annuitant age 65, Life Annuity with 120 Payments Certain
<TABLE>
<S> <C>
1. Number of Purchase Units at Payout Date........................ 10,000.00
2. Purchase Unit value (see Example 3)............................ $ 1.800000
3. Account Value of Contract (1)X(2).............................. $ 18,000.00
4. First monthly Payout Payment per $1,000 of Account Value....... $ 5.63
5. First monthly Payout Payment (3)X(4)/1,000..................... $ 101.34
6. Payout Unit value (see Example 10)............................. $ .980000
7. Number of Payout Units (5)/(6)................................. 103.408
8. Assume Payout Unit value for second month equal to............. $ .997000
9. Second monthly Payout Payment (7)X(8).......................... $ 103.10
10. Assume Payout Unit value for third month equal to.............. $ .953000
11. Third monthly Payout Payment (7)X(10).......................... $ 98.55
</TABLE>
35
<PAGE> 90
DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS
The Company has qualified or intends to qualify the Contracts for sale in
all fifty states and the District of Columbia and will commence offering the
Contracts promptly upon qualification in each such jurisdiction.
The Contracts are sold in a continuous offering by licensed insurance
agents who are registered representatives of broker-dealers which are members of
the National Association of Securities Dealers, Inc. (the "NASD"). The principal
underwriter for VALIC Separate Account A is the Underwriter as defined above, a
wholly-owned subsidiary of the Company. The Underwriter's address is 2929 Allen
Parkway, Houston, Texas 77019. The Underwriter is a Texas corporation organized
in 1970 and is a member of the NASD.
The licensed agents who sell the Contracts will be compensated for such
sales by commissions ranging up to 5% of each Purchase Payment. Managers who
supervise the agents will receive overriding commissions ranging up to 1% of
Purchase Payments. (These various commissions are paid by the Company and do not
result in any charge to Contract Owners or to VALIC Separate Account A in
addition to the charges described under "Fees and Charges" in the prospectus.)
Pursuant to its underwriting agreement with the Underwriter and VALIC
Separate Account A, the Company reimburses the Underwriter for reasonable sales
expenses, including overhead expenses. Sales commissions for year 1995 were
$44,476,000.
EXPERTS
The consolidated financial statements of the Company at December 31, 1995
and 1994, and for each of the three years in the period ended December 31, 1995,
and the financial statements of the Company's Separate Account A at December 31,
1995 and for each of the two years in the period then ended, appearing in this
Statement of Additional Information have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon appearing elsewhere
herein. The financial statements audited by Ernst & Young LLP have been included
in reliance upon such reports given upon the authority of such firm as experts
in accounting and auditing.
36
<PAGE> 91
COMMENTS ON FINANCIAL STATEMENTS
The financial statements of The Variable Annuity Life Insurance Company
should be considered only as bearing upon the ability of the Company to meet its
obligations under the Contracts, which include death benefits, and its
assumption of the mortality and expense risks.
Divisions Six, Ten, Twelve, Thirteen, Fifteen, Seventeen, Twenty-one,
Twenty-two, Twenty-three, Twenty-four, Twenty-five, Twenty-six, Twenty-seven,
Twenty-eight, Twenty-nine, Thirty, Thirty-one and Thirty-two are the only
Divisions available under the Contracts described in the Prospectus. The
Separate Account financial statements contained herein reflect the composition
of the Separate Account as of December 31, 1995, and for the fiscal year then
ended.
37
<PAGE> 92
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
AUDITED CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 1995
TABLE OF CONTENTS
Report of Independent Auditors . . . . . . . . . . . . . . . 1
Consolidated Balance Sheet . . . . . . . . . . . . . . . . . 2
Consolidated Statement of Income . . . . . . . . . . . . . . 3
Consolidated Statement of Changes in
Stockholder's Equity . . . . . . . . . . . . . . . . . . . 4
Consolidated Statement of Cash Flows . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . . . . 6
<PAGE> 93
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors
The Variable Annuity Life Insurance Company
We have audited the accompanying consolidated balance sheets of The
Variable Annuity Life Insurance Company and Subsidiary as of December 31, 1995
and 1994, and the related consolidated statements of income, changes in
stockholder's equity, and cash flows for each of the three years in the period
ended December 31, 1995. These financial statements are the responsibility of
the company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of The
Variable Annuity Life Insurance Company and Subsidiary at December 31, 1995 and
1994, and the consolidated results of their operations and their cash flows for
each of the three years in the period ended December 31, 1995, in conformity
with generally accepted accounting principles.
As discussed in Note 1.3 to the financial statements, in 1993 the
company changed its method of accounting for postretirement benefits other than
pensions, income taxes, postemployment benefits, reinsurance, loan impairments,
and certain investments in debt and equity securities, as a result of adopting
recently promulgated accounting standards governing the accounting treatment
for these items.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Houston, Texas
February 12, 1996
<PAGE> 94
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
Consolidated Balance Sheet
At December 31,
In Thousands
<TABLE>
<CAPTION>
1995 1994
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS Investments - Notes 2, 6, 7, 8:
Fixed maturity securities
(amortized cost: $18,590,102 in 1995 and $16,930,860 in 1994) $19,745,726 $ 16,084,308
Equity securities (cost: $56,825 in 1995 and $69,774 in 1994) 71,770 72,752
Mortgage loans on real estate 1,443,817 1,535,201
Real estate, net of accumulated depreciation
of $99 in 1995 and $134 in 1994 23,365 22,235
Policy loans 557,637 474,830
Other long-term invested assets 16,929 7,232
Short-term investments 39,277 160,022
-------------------------------------------------------------------------------------------------------
Total investments 21,898,521 18,356,580
-------------------------------------------------------------------------------------------------------
Investment income receivable 292,967 280,161
Cash on deposit and on hand 27,794 18,909
Receivable for securities sold 51,947 3,896
Deferred policy acquisition costs - Note 3 182,546 910,479
Due from reinsurer, net 16,873 18,009
Other assets 37,912 26,655
Assets held in Separate Accounts 4,540,889 2,506,810
-------------------------------------------------------------------------------------------------------
Total assets $27,049,449 $ 22,121,499
- ------------------------------------------------------------------------------------------------------------------------
LIABILITIES Policy reserves for fixed annuity investment contracts $20,146,697 $ 18,656,189
Payable for securities purchased 26,885 2,310
Remittances not allocated 52,913 34,275
Commissions, general expenses, and taxes (other than income taxes) 44,380 32,552
Other liabilities 51,768 46,941
Income tax liabilities - Note 4 387,076 109,362
Liabilities related to Separate Accounts 4,540,889 2,506,810
-------------------------------------------------------------------------------------------------------
Total liabilities 25,250,608 21,388,439
- ------------------------------------------------------------------------------------------------------------------------
STOCKHOLDER'S Common stock (voting) par value $1 per share, 5,000 shares authorized
EQUITY and 3,575 issued and outstanding in 1995 and 1994 - Note 5 3,575 3,575
Additional paid-in capital 384,126 382,733
Retained earnings 1,014,520 910,233
Net unrealized investment gains (losses) - Note 2 396,620 (563,481)
-------------------------------------------------------------------------------------------------------
Total stockholder's equity 1,798,841 733,060
-------------------------------------------------------------------------------------------------------
Total liabilities and stockholder's equity $27,049,449 $ 22,121,499
-------------------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 95
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
Consolidated Statement of Income
For the Years Ended December 31,
In Thousands
<TABLE>
<CAPTION>
1995 1994 1993
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES Surrender charges $ 9,967 $ 9,964 $ 8,605
Mortality charges 34,965 21,136 15,614
Expense charges 5,122 5,528 5,349
Net investment income - Note 2 1,597,681 1,493,942 1,434,019
Net reinsurance income 1,573 1,908 1,826
Realized investment gains (losses) - Note 2 (7,149) (71,950) 17,969
Other income 6,878 6,517 4,361
-------------------------------------------------------------------------------------------------
Total revenues 1,649,037 1,467,045 1,487,743
- ---------------------------------------------------------------------------------------------------------------------
COSTS AND Policy costs:
EXPENSES Increase in policy reserves for fixed
annuity contracts 1,203,986 1,133,547 1,125,055
-------------------------------------------------------------------------------------------------
Total costs 1,203,986 1,133,547 1,125,055
-------------------------------------------------------------------------------------------------
Expenses:
Commissions 84,670 73,198 66,739
Salaries 48,227 42,742 39,923
Guaranty association assessments - Note 9 18,961 6,300 7,000
Data processing 13,200 10,908 10,262
Postage and telephone 10,710 8,137 7,348
Sales promotion 9,361 8,024 7,305
Printing and supplies 4,721 4,372 3,505
Other expenses 44,055 43,029 36,327
Amortization of deferred policy acquisition
costs - Note 3 16,841 13,263 10,000
Policy acquisition costs deferred - Note 3 (104,702) (88,046) (82,960)
-------------------------------------------------------------------------------------------------
Total expenses 146,044 121,927 105,449
-------------------------------------------------------------------------------------------------
Total costs and expenses 1,350,030 1,255,474 1,230,504
- ---------------------------------------------------------------------------------------------------------------------
EARNINGS Earnings before income taxes and cumulative effect of
accounting changes 299,007 211,571 257,239
Income tax expense:
Excluding tax rate related adjustment - Note 4 99,720 70,183 84,863
Tax rate related adjustment - Note 4 -- -- 4,490
-------------------------------------------------------------------------------------------------
Total 99,720 70,183 89,353
-------------------------------------------------------------------------------------------------
Income before cumulative effect of accounting changes 199,287 141,388 167,886
Cumulative effect of accounting changes - Note 1 -- -- (2,588)
-------------------------------------------------------------------------------------------------
Net income $ 199,287 $ 141,388 $ 165,298
-------------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 96
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
Consolidated Statement of Changes in Stockholder's Equity
For the Years Ended December 31,
In Thousands
<TABLE>
<CAPTION>
1995 1994 1993
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK Balance at beginning and end of year $ 3,575 $ 3,575 $ 3,575
- ------------------------------------------------------------------------------------------------------------------
ADDITIONAL Balance at beginning of year 382,733 382,727 330,800
PAID-IN-CAPITAL Capital contribution from stockholder 1,393 6 51,927
-------------------------------------------------------------------------------------------
Balance at end of year 384,126 382,733 382,727
- ------------------------------------------------------------------------------------------------------------------
RETAINED Balance at beginning of year 910,233 821,845 656,547
EARNINGS Net income 199,287 141,388 165,298
Dividends paid to stockholder (95,000) (53,000) -
-------------------------------------------------------------------------------------------
Balance at end of year 1,014,520 910,233 821,845
- ------------------------------------------------------------------------------------------------------------------
NET UNREALIZED Balance at beginning of year (563,481) 348,470 4,892
INVESTMENT Change during year 960,101 (911,951) 343,578
-------------------------------------------------------------------------------------------
GAINS (LOSSES) Balance at end of year 396,620 (563,481) 348,470
- ------------------------------------------------------------------------------------------------------------------
STOCKHOLDER'S
EQUITY Total stockholder's equity at end of year $ 1,798,841 $ 733,060 $ 1,556,617
-------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 97
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
Consolidated Statement of Cash Flows
For the Years Ended December 31,
In Thousands
<TABLE>
<CAPTION>
1995 1994 1993
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
OPERATING Income before cumulative effect of accounting
changes $ 199,287 $ 141,388 $ 167,886
ACTIVITIES Reconciling adjustments to net cash provided by
operating activities:
Insurance and annuity liabilities 1,203,986 1,133,547 1,125,055
Deferred policy acquisition costs (87,861) (74,783) (72,960)
Other, net 28,179 (41,944) (95,445)
-------------------------------------------------------------------------------------------
Net cash provided by operating activities 1,343,591 1,158,208 1,124,536
- ------------------------------------------------------------------------------------------------------------------
INVESTING Investment purchases (9,671,304) (7,827,877) (5,531,834)
ACTIVITIES Investment calls, maturities, and sales 8,025,420 6,456,637 3,497,419
Net (increase) decrease in short-term investments 120,745 (160,022) -
-------------------------------------------------------------------------------------------
Net cash used for investing activities (1,525,139) (1,531,262) (2,034,415)
- ------------------------------------------------------------------------------------------------------------------
FINANCING Policyholder account deposits 2,553,928 2,227,803 2,129,542
ACTIVITIES Policyholder account withdrawals (996,324) (1,004,953) (751,537)
Transfers to Separate Accounts (1,273,778) (723,994) (504,969)
Capital contribution from stockholder 1,607 6 52,941
Net decrease in short-term debt - (59,000) (20,400)
Dividends paid (95,000) (53,000) -
-------------------------------------------------------------------------------------------
Net cash provided by financing activities 190,433 386,862 905,577
- ------------------------------------------------------------------------------------------------------------------
NET CHANGE Net increase (decrease) in cash 8,885 13,808 (4,302)
IN CASH Cash at beginning of year 18,909 5,101 9,403
-------------------------------------------------------------------------------------------
Cash at end of year $ 27,794 $ 18,909 $ 5,101
-------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
5
<PAGE> 98
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements
December 31, 1995
All dollar amounts in thousands, except per share data
1. SIGNIFICANT ACCOUNTING POLICIES
1.1 INTRODUCTION
The Variable Annuity Life Insurance Company (VALIC), an indirect, wholly
owned subsidiary of American General Corporation (AGC), provides tax-deferred
retirement annuities and employer-sponsored retirement plans to employees of
educational, health care, public sector, and not-for-profit organizations.
VALIC markets products nationwide to 900,000 customers through a national
network of 850 sales representatives. VALIC is 100% owned by American General
Life Insurance Company (AGL), a wholly owned subsidiary of AGC Life Insurance
Company (AGC Life). AGC Life is a wholly owned subsidiary of AGC. A summary of
the accounting policies followed in the preparation of the consolidated
financial statements is set forth below.
1.2 PREPARATION OF FINANCIAL STATEMENTS
The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles (GAAP). The consolidated financial
statements include the accounts of VALIC and its wholly owned marketing
company. All material intercompany accounts have been eliminated upon
consolidation. To conform with the 1995 presentation, certain items in the
prior years' financial statements have been reclassified.
The preparation of financial statements requires management to make
estimates and assumptions that affect (1) the reported amounts of assets and
liabilities, (2) disclosures of contingent assets and liabilities, and (3) the
reported amounts of revenues and expenses during the reporting period. Ultimate
results could differ from those estimates.
1.3 ACCOUNTING CHANGES
Current Year. During 1995, VALIC adopted Statement of Financial Accounting
Standards (SFAS) 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of." SFAS 121 establishes accounting
standards for (1) the impairment of long-lived assets, certain identifiable
intangibles, and goodwill related to those assets to be held and used in the
business, and (2) long-lived assets and certain identifiable intangibles to be
disposed of. With the adoption of SFAS 121, VALIC measures impairment of
certain investment real estate based on fair value, rather than net realizable
value as previously required. Adoption of this standard did not have a material
impact on the consolidated financial statements.
Prior Years. Effective January 1, 1993, VALIC adopted the following
accounting standards: (1) SFAS 106, "Employers' Accounting for Postretirement
Benefits Other than Pensions," which resulted in a one-time reduction of net
income of $573 ($868 pretax); (2) SFAS 109, "Accounting for Income Taxes,"
which resulted in a one-time reduction of net income of $1,880; and (3) SFAS
112, "Employers' Accounting for Postemployment Benefits," which resulted in a
one-time reduction of net income of $135 ($205 pretax).
Effective January 1, 1993, VALIC also adopted SFAS 113, "Accounting and
Reporting for Reinsurance of Short-Duration and Long-Duration Contracts," and
SFAS 114, "Accounting by Creditors for Impairment of a Loan." Adoption of these
standards did not have a material impact on the consolidated financial
statements.
At December 31, 1993, VALIC adopted SFAS 115, "Accounting for Certain
Investments in Debt and Equity Securities." This standard requires that debt
and equity securities be carried at fair value unless VALIC has the positive
intent and ability to hold these investments to maturity. Upon adoption, VALIC
reported all debt and equity securities at fair value and recorded net
unrealized gains on securities of $345,645 to shareholder's equity.
1.4 INVESTMENTS
FIXED MATURITY AND EQUITY SECURITIES. All fixed maturity and equity
securities are currently classified as available-for-sale and recorded at fair
value. After adjusting related balance sheet accounts as if the unrealized
gains (losses) had been realized, the net adjustment is recorded in net
unrealized gains (losses) on securities within stockholder's equity. If the
fair value of a security classified as available-for-sale declines below its
cost and this decline is considered to be other than temporary, the security is
reduced to its net realizable value, and the reduction is recorded as a
realized loss.
MORTGAGE LOANS. Mortgage loans are reported at amortized cost, net of an
allowance for losses. The allowance for losses covers all non-performing loans,
consisting of loans restructured or delinquent 60 days or more. The allowance
also covers loans for which there is a concern based on management's assessment
of risk factors, such as potential non-payment or non-monetary default. The
allowance is based on a loan-specific review and a formula that reflects past
results and current trends.
Impaired loans, those for which VALIC determines that it is probable that
all amounts due under the contractual terms will not be collected, are reported
at the lower of amortized cost or fair value of the underlying collateral, less
estimated costs to sell.
POLICY LOANS. Policy loans are reported at cost and are adjusted
periodically for possible uncollectible amounts.
6
<PAGE> 99
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1995
INVESTMENT INCOME. Interest on fixed maturity securities and performing
mortgage loans is recorded as income when earned and is adjusted for any
amortization of premium or discount. Interest on restructured mortgage loans is
recorded as income when earned based on the new contractual rate. Interest on
delinquent mortgage loans is recorded as income on a cash basis. Dividends are
recorded as income on ex-dividend dates.
REALIZED INVESTMENT GAINS (LOSSES). Realized investment gains (losses) are
recognized using the specific identification method and include declines in
fair value of investments below cost that are considered other than temporary.
1.5 DEFERRED POLICY ACQUISITION COSTS (DPAC)
The costs of writing an insurance policy, including agents' commissions and
underwriting and marketing expenses, are deferred and included in the DPAC
asset. DPAC is charged to expense in relation to the estimated gross profits of
the insurance contracts, including realized investment gains (losses).
Gross profits include realized investment gains (losses). In addition, DPAC
is adjusted for the impact on estimated future gross profits as if net
unrealized gains (losses) on securities had been realized at the balance sheet
date. The impact of this adjustment is included in net unrealized gains
(losses) on securities within stockholder's equity.
VALIC reviews the carrying amount of DPAC on at least an annual basis. In
determining whether the carrying amount is appropriate, the company considers
estimated future gross profit margins, as well as, expected mortality, interest
earned and credited rates, persistency, and expenses.
1.6 SEPARATE ACCOUNTS
Separate Accounts are assets and liabilities associated with certain
contracts, principally annuities for which the investment risk lies solely with
the holder of the contract rather than the company. Consequently, the insurer's
liability for these accounts equals the value of the account assets. Investment
income, realized investment gains (losses), and policyholder account deposits
and withdrawals related to Separate Accounts are excluded from the consolidated
statements of income and cash flows. Assets held in the Separate Accounts are
primarily shares in mutual funds, which are carried at fair value, based on the
quoted net asset value per share.
1.7 POLICY RESERVES
Net deposits made by fixed annuity policyholders are accumulated at interest
rates guaranteed by VALIC plus excess interest paid at the sole discretion of
the Board of Directors until benefits are payable. Reserves for deferred
annuities (accumulation phase) are equivalent to the policyholders' account
values. Reserves for annuities on which benefits are currently payable (annuity
payout phase) are provided based upon estimated mortality and other
assumptions, including provisions for the risk of adverse deviation from
assumptions, which were appropriate at the time the contracts were issued. The
Progressive Annuity Mortality Table, the 1971 Individual or Group Annuity
Mortality Tables, and the 1983a Table have been used to provide for future
annuity benefits in the annuity payout phase. Interest rates used in
determining reserves for policy benefits during both the accumulation and
annuity payout phases range from 3.5% to 13.5%.
1.8 RECOGNITION OF REVENUES AND COSTS
Premium receipts for annuity contracts are classified as deposits instead of
revenues. Revenues for these contracts consist of the mortality, expense, and
surrender charges assessed against the account balance. Gains (losses) from
mortality guarantees under variable annuity contracts are recognized as they
occur.
1.9 INCOME TAXES
Deferred tax assets and liabilities are established for temporary
differences between the financial reporting basis and the tax basis of assets
and liabilities, at the enacted tax rates expected to be in effect when the
temporary differences reverse. The effect of a tax rate change is recognized in
income in the period of enactment. State income taxes are included in income
tax expense.
A valuation allowance for deferred tax assets is provided if all or some
portion of the deferred tax asset may not be realized. An increase or decrease
in a valuation allowance that results from a change in circumstances that
causes a change in judgment about the realizability of the related deferred tax
asset is included in income. A change related to fluctuations in fair value of
available-for-sale securities is included in net unrealized gains (losses) on
securities in stockholder's equity.
1.10 STATUTORY ACCOUNTING
State insurance laws prescribe accounting practices for calculating
statutory net income and equity (capital and surplus) that differ from GAAP.
Net income and stockholder's equity as determined by statutory accounting
practices at December 31 were as follows:
<TABLE>
<CAPTION>
1995 1994 1993
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Net income $157,622 $ 171,486 $ 154,231
Stockholder's equity $926,654 $ 869,026 $ 770,385
- -----------------------------------------------------------------------------
</TABLE>
7
<PAGE> 100
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1995
2. INVESTMENTS
2.1 INVESTMENT INCOME
Income by type of investment was as follows:
<TABLE>
<CAPTION>
1995 1994 1993
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Non-Affiliated fixed
maturity securities $ 1,414,644 $ 1,300,028 $ 1,222,544
Affiliated fixed
maturity securities 3,181 3,342 3,466
Equity securities 4,281 2,529 2,454
Mortgage loans on real estate 149,974 163,263 183,532
Other investments 36,473 36,226 33,993
- ------------------------------------------------------------------------------------------------------------
Gross investment income 1,608,553 1,505,388 1,445,989
Investment expenses 10,872 11,446 11,970
- ------------------------------------------------------------------------------------------------------------
Net investment income $ 1,597,681 $ 1,493,942 $ 1,434,019
- ------------------------------------------------------------------------------------------------------------
</TABLE>
The carrying value of investments that produced no investment income during
1995 totaled $8,675 or .04% of total invested assets. The ultimate disposition
of these assets is not expected to have a material effect on VALIC's
consolidated results of operations and financial position.
2.2 REALIZED INVESTMENT GAINS (LOSSES)
Realized investment gains (losses) were as follows:
<TABLE>
<CAPTION>
1995 1994 1993
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fixed maturity securities $ 832 $ (83,950) $ 45,166
Equity securities 7,706 2,143 12,060
Mortgage loans on real estate (24,465) (11,640) (30,565)
Real estate 3,767 1,608 (8,519)
Other 5,011 19,889 (173)
- ------------------------------------------------------------------------------------------------------------
Realized gains (losses)
before taxes (7,149) (71,950) 17,969
Income tax expense (benefit) (1,414) (25,183) 6,289
- ------------------------------------------------------------------------------------------------------------
Net realized investment
gains (losses) $ (5,735) $ (46,767) $ 11,680
- ------------------------------------------------------------------------------------------------------------
</TABLE>
Proceeds from sales of fixed maturity securities were $1,432,183,
$1,128,925, and $413,679 during 1995, 1994, and 1993, respectively. Gross gains
of $15,722, $7,610, and $25,737 and gross losses of $30,518, $89,917, and
$32,878, were realized on those sales during 1995, 1994, and 1993,
respectively.
During fourth quarter 1994, AGC initiated a program to realize capital
losses for tax purposes to offset prior period capital gains. During 1995, AGC
received a tax refund of $45,944 generated by $126,285 in net capital losses
realized in fourth quarter 1994 primarily through the sale of fixed maturity
securities. In conjunction with this program, VALIC realized net capital losses
for tax purposes of $110,019 in fourth quarter 1994, primarily through the sale
of $1,186,197 of fixed maturity securities. Due to declining interest rates
during 1995, which resulted in increasing values of VALIC's fixed maturity
securities, no additional capital losses were realized under this program.
2.3 FIXED MATURITY AND EQUITY SECURITIES
VALUATION. All fixed maturity and equity securities are classified as
available-for-sale and reported at fair value (see Note 1.4). Amortized cost
and fair value at December 31 were as follows:
<TABLE>
<CAPTION>
Amortized Cost Gross Unrealized Gains
------------------------------- ------------------------------
1995 1994 1995 1994
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies $ 173,879 $ 178,724 $ 33,063 $ 3,623
Obligations of states and
political subdivisions 32,349 13,902 1,467 15
Debt securities issued by
foreign governments 238,592 272,999 19,639 1,310
Corporate securities 11,338,933 9,413,532 792,302 91,402
Mortgage-backed securities 6,771,473 7,016,389 333,436 34,801
Affiliated fixed maturity securities 32,275 35,314 - -
Redeemable preferred stock 2,601 - - -
- ------------------------------------------------------------------------------------------------------------
Total fixed maturity securities $ 18,590,102 $ 16,930,860 $ 1,179,907 $ 131,151
- ------------------------------------------------------------------------------------------------------------
Equity securities $ 56,825 $ 69,774 $ 14,966 $ 4,153
- ------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Gross Unrealized Losses Fair Value
------------------------------- --------------------------------
1995 1994 1995 1994
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies $ (25) $ (2,165) $ 206,917 $ 180,182
Obligations of states and
political subdivisions (15) (1,290) 33,801 12,627
Debt securities issued by
foreign governments - (14,570) 258,231 259,739
Corporate securities (20,225) (458,242) 12,111,010 9,046,692
Mortgage-backed securities (3,924) (501,436) 7,100,985 6,549,754
Affiliated fixed maturity securities - - 32,275 35,314
Redeemable preferred stock (94) - 2,507 -
- ------------------------------------------------------------------------------------------------------------------
Total fixed maturity securities $ (24,283) $ (977,703) $ 19,745,726 $ 16,084,308
- ------------------------------------------------------------------------------------------------------------------
Equity securities $ (21) $ (1,175) $ 71,770 $ 72,752
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE> 101
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
December 31, 1995
2. INVESTMENTS - (CONTINUED)
MATURITIES. The contractual maturities of fixed maturity securities at
December 31, 1995 were as follows:
<TABLE>
<CAPTION>
Amortized Fair
Cost Value
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Fixed maturity securities, excluding
mortgage-backed securities
Due in one year or less $ 66,864 $ 67,872
Due after one year through five years 1,937,164 2,052,167
Due after five years through ten years 7,744,456 8,260,724
Due after ten years 2,070,145 2,263,978
Mortgage-backed securities 6,771,473 7,100,985
- -----------------------------------------------------------------------------------------------------------
Total fixed maturity securities $ 18,590,102 $ 19,745,726
- -----------------------------------------------------------------------------------------------------------
</TABLE>
Actual maturities may differ from contractual maturities since borrowers may
have the right to call or prepay obligations. Corporate requirements and
investment strategies may result in the sale of investments before maturity.
2.4 NET UNREALIZED GAINS (LOSSES) ON SECURITIES
Net unrealized gains (losses) on fixed maturity and equity securities
included in stockholder's equity at December 31 were as follows:
<TABLE>
<CAPTION>
1995 1994
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Gross unrealized gains $ 1,194,873 $ 135,304
Gross unrealized losses (24,304) (978,877)
DPAC adjustments (551,624) 269,161
Deferred federal income taxes (222,325) 10,931
- -----------------------------------------------------------------------------------------------------------
Net unrealized gains (losses)
on securities $ 396,620 $ (563,481)
- -----------------------------------------------------------------------------------------------------------
</TABLE>
2.5 MORTGAGE LOANS ON REAL ESTATE
DIVERSIFICATION. Diversification of the geographic location and type of
property collateralizing mortgage loans reduces the concentration of credit
risk. For new loans, VALIC requires loan-to-value ratios of 75% or less, based
on management's credit assessment of the borrower. At December 31 the mortgage
loan portfolio was distributed as follows:
<TABLE>
<CAPTION>
1995 1994
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Geographic distribution:
Atlantic $ 677,739 $ 705,643
Pacific and Mountain 455,009 500,417
Central 365,282 384,806
Allowance for losses (54,213) (55,665)
- -----------------------------------------------------------------------------------------------------------
Total $ 1,443,817 $ 1,535,201
- -----------------------------------------------------------------------------------------------------------
Property type:
Office $ 478,493 $ 512,229
Retail 461,272 486,881
Industrial 223,374 253,760
Apartments 242,469 229,324
Residential and other 92,422 108,672
Allowance for losses (54,213) (55,665)
- -----------------------------------------------------------------------------------------------------------
Total $ 1,443,817 $ 1,535,201
- -----------------------------------------------------------------------------------------------------------
</TABLE>
ALLOWANCE. The allowance for mortgage loan losses was as follows:
<TABLE>
<CAPTION>
1995 1994 1993
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at January 1 $ 55,665 $ 48,612 $ 25,170
Net additions (a) 12,619 9,926 31,757
Deductions (b) (14,071) (2,873) (8,315)
- -----------------------------------------------------------------------------------------------------------
Balance at December 31 $ 54,213 $ 55,665 $ 48,612
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(a) Charged to realized investment losses.
(b) Resulting from foreclosures.
IMPAIRED LOANS. Impaired mortgage loans on real estate and related interest
income were as follows:
<TABLE>
<CAPTION>
1995 1994
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Impaired loans:
With allowance* $ 63,167 $ 100,353
Without allowance 2,577 1,434
- -----------------------------------------------------------------------------------------------------------
Total impaired loans $ 65,744 $ 101,787
- -----------------------------------------------------------------------------------------------------------
Average investment $ 83,049 $ 79,337
Interest income earned 7,012 4,634
Interest income - cash basis 6,539 2,318
- -----------------------------------------------------------------------------------------------------------
</TABLE>
* Represents gross amounts before allowance for mortgage loan losses of
$17,701 and $23,553, respectively.
3. DEFERRED POLICY ACQUISITION COSTS (DPAC)
DPAC at December 31 and the components of the change for the years then
ended, were as follows:
<TABLE>
<CAPTION>
1995 1994 1993
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at January 1 $ 910,479 $ 113,116 $ 473,764
Capitalization:
Commissions 52,959 44,899 43,131
Other acquisition costs 51,743 43,147 39,829
Accretion of interest 54,086 47,170 42,439
Amortization:
Operating earnings (70,927) (60,433) (52,439)
Offset to realized losses 4,991 19,812 -
Effect of net unrealized
(gains) losses on securities (820,785) 702,768 (433,608)
- -----------------------------------------------------------------------------------------------------------
Balance at December 31 $ 182,546 $ 910,479 $ 113,116
- -----------------------------------------------------------------------------------------------------------
</TABLE>
4. INCOME TAXES
4.1 TAX-SHARING AGREEMENT
VALIC, combined with its Separate Accounts, is taxed as a life insurance
company. VALIC and the Separate Accounts are included in the consolidated life
insurance company tax return of AGC. VALIC participates in a tax-sharing
agreement with the other companies included in the consolidated return. Under
this agreement, tax payments are made to AGC as if the companies filed separate
tax returns and companies incurring operating losses and/or capital losses are
reimbursed for the use of these losses by the consolidated return group.
9
<PAGE> 102
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements - Continued
December 31, 1995
4.2 TAX LIABILITIES
Components of income tax liabilities and assets at December 31 were as
follows:
<TABLE>
<CAPTION>
1995 1994
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current tax liabilities (assets) $ 10,740 $ (36,282)
- -----------------------------------------------------------------------------------------------------------
Deferred tax liabilities, applicable to:
Basis differential of investments 428,863 7,105
Deferred policy acquisition costs 61,915 317,015
Other 2,480 2,322
- -----------------------------------------------------------------------------------------------------------
Total deferred tax liabilities 493,258 326,442
- -----------------------------------------------------------------------------------------------------------
Deferred tax assets, applicable to:
Policy reserves (100,014) (71,232)
Other (9,381) (10,287)
Basis differential of investments (7,527) (295,251)
- -----------------------------------------------------------------------------------------------------------
Total deferred tax assets before
valuation allowance (116,922) (376,770)
Valuation allowance -- 195,972
- -----------------------------------------------------------------------------------------------------------
Total deferred tax assets net of,
valuation allowance (116,922) (180,798)
- -----------------------------------------------------------------------------------------------------------
Net deferred tax liabilities 376,336 145,644
- -----------------------------------------------------------------------------------------------------------
Total income tax liabilities $ 387,076 $ 109,362
- -----------------------------------------------------------------------------------------------------------
</TABLE>
The deferred tax asset valuation allowance at December 31, 1994, was
attributable to unrealized losses on securities and had no income statement
impact.
4.3 TAX EXPENSE
Components of income tax expense were as follows:
<TABLE>
<CAPTION>
1995 1994 1993
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $ 99,273 $ 52,973 $ 93,936
State 3,224 2,368 1,461
- -------------------------------------------------------------------------------------------------------------
Total current income
tax expense 102,497 55,341 95,397
- -------------------------------------------------------------------------------------------------------------
Deferred, applicable to:
Basis differential of
investments (786) 7,189 (2,600)
Deferred policy acquisition
costs 32,174 32,800 25,119
Policy reserves (28,780) (31,085) (32,633)
Other, net (5,385) 5,938 4,070
- -------------------------------------------------------------------------------------------------------------
Total deferred income
tax expense (benefit) (2,777) 14,842 (6,044)
- -------------------------------------------------------------------------------------------------------------
Income tax expense $ 99,720 $ 70,183 $ 89,353
- -------------------------------------------------------------------------------------------------------------
</TABLE>
Effective January 1, 1993, the federal corporate tax rate increased from 34%
to 35%. The effect of the 1% tax rate increase on the existing deferred tax
liability was $4,490. This amount was included in 1993 income tax expense.
A reconciliation between the federal income tax rate and the effective tax
rate follows:
<TABLE>
<CAPTION>
1995 1994 1993
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Federal income tax rate 35% 35% 35%
Income tax expense at
applicable rate $ 104,652 $ 74,050 $ 90,034
Dividends received
deduction (3,883) (3,392) (1,819)
Tax-exempt interest (ESOP) (4,426) (4,670) (4,996)
Effect of tax rate change
on deferred tax liabilities - - 4,490
State income taxes 2,918 7,051 1,461
Other items 459 (2,856) 183
- -------------------------------------------------------------------------------------------------------------
Income tax expense $ 99,720 $ 70,183 $ 89,353
- -------------------------------------------------------------------------------------------------------------
</TABLE>
Federal income taxes paid in 1995, 1994, and 1993 were $52,790, $122,608,
and $$59,613, respectively. State income taxes paid in 1995, 1994 and 1993 were
$2,653, $3,390 and $1,363, respectively.
5. CAPITAL STOCK
VALIC has two classes of capital stock: preferred stock ($1.00 par value
with 2 million shares authorized) that may be issued with such dividend,
liquidation, redemption, conversion, voting, and other rights as the board of
directors may determine, and common stock ($1.00 par value, 5 million shares
authorized).
VALIC is restricted by state insurance laws as to the amount it may pay as
dividends without prior approval from the Texas Department of Insurance. The
maximum dividend payout which may be made without prior approval in 1996 is
$172,402.
6. DERIVATIVE FINANCIAL INSTRUMENTS
6.1 USE OF DERIVATIVE FINANCIAL INSTRUMENTS
VALIC's objectives for using interest rate swap agreements on its investment
securities are to effectively convert specific investment securities from a
floating to a fixed-rate basis, or vice versa, and to hedge against the risk of
rising prices on anticipated investment security purchases.
VALIC's objectives for using currency swap agreements are to effectively
convert cash flows from specific investment securities denominated in foreign
currencies into U.S. dollars at specified exchange rates, and to hedge against
currency rate fluctuations on anticipated investment security purchases.
Derivative financial instruments related to investment securities, which
were not used prior to 1994, did not have a material effect on net investment
income in 1995 or 1994. VALIC is neither a dealer nor a trader in derivative
financial instruments.
10
<PAGE> 103
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements - Continued
December 31, 1995
6.2 CREDIT AND MARKET RISK
VALIC is exposed to credit risk in the event of nonperformance by
counterparties to swap agreements. The company limits this exposure by entering
into swap agreements with counterparties having high credit ratings, basing the
amount and term of agreements on these credit ratings, and regularly monitoring
the ratings.
VALIC's credit exposure on swaps is limited to the fair value of swap
agreements that are favorable to the company. VALIC does not expect any
counterparty to fail to meet its obligation; however, nonperformance would not
have a material impact on the consolidated financial statements.
VALIC's exposure to market risk is mitigated by the offsetting effects of
changes in the value of swap agreements and of the related investment
securities.
6.3 ACCOUNTING POLICIES
The difference between amounts paid and received on swap agreements is
recorded on an accrual basis as an adjustment to investment expense or
investment income, as appropriate, over the periods covered by the agreements.
The related amount payable to or receivable from counterparties is included in
other liabilities or assets.
The fair values of the swap agreements are recognized in the consolidated
balance sheet if they hedge investment securities carried at fair value or
anticipated investment purchases. In this event, changes in the fair value of a
swap agreement are reported in net unrealized gains (losses) on securities
included in shareholder's equity, consistent with the treatment of the related
investment security.
For swap agreements hedging anticipated investment security purchases, the
net swap settlement amount or unrealized gain or loss is deferred and included
in the measurement of the anticipated transaction when it occurs.
Any gain or loss from early termination of swap agreements is recognized in
income if the related investment security is sold. Otherwise, the gain or loss
from early termination is deferred and amortized into income over the remaining
term of the related investment security.
6.4 TERMS OF DERIVATIVE FINANCIAL INSTRUMENTS
Swap agreements generally have terms of two to ten years. Average floating
rates may change significantly, thereby affecting future cash flows.
Derivative financial instruments related to investment securities at
December 31, 1995 were as follows:
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------
Interest rate swap agreements to pay fixed rate
Notional amount $ 15,000
Average receive rate 7.10%
Average pay rate 5.93
- -----------------------------------------------------------------------------------
Currency swap agreements (receive U.S.$/pay Canadian$)
Notional amount (in U.S.$) $ 62,223
Average exchange rate 1.62
- -----------------------------------------------------------------------------------
</TABLE>
7. FAIR VALUE OF FINANCIAL INSTRUMENTS
Carrying amounts and fair values for certain of VALIC's financial
instruments at December 31 are presented below. Care should be exercised in
drawing conclusions based on fair value, since (1) the fair values presented do
not include the value associated with all VALIC's assets and liabilities, and
(2) the reporting of investments at fair value without a corresponding
revaluation of related policyholder liabilities can be misinterpreted.
<TABLE>
<CAPTION>
1995 1994
---------------------------- -------------------------------
Fair Carrying Fair Carrying
Value Amount Value Amount
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Fixed maturity and equity securities $ 19,817,496* $ 19,817,496* $ 16,157,060* $ 16,157,060*
Mortgage loans on real estate 1,473,598 1,443,817 1,533,403 1,535,201
Policy Loans 567,199 557,637 474,830 474,830
Liabilities
Insurance investment contracts 19,883,419 20,146,697 16,273,449 18,656,189
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
* Includes derivative financial instruments with negative fair value of $1,121
in 1995 and positive fair value of $952 in 1994.
11
<PAGE> 104
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
Notes to Consolidated Financial Statements - Continued
December 31, 1995
7. FAIR VALUE OF FINANCIAL INSTRUMENTS - (CONTINUED)
The following methods and assumptions were used to estimate the fair
values of financial instruments.
FIXED MATURITY AND EQUITY SECURITIES. Fair values of fixed maturity and
equity securities were based on quoted market prices, where available. For
investments not actively traded, fair values were estimated using values
obtained from independent pricing services or, in the case of some private
placements, by discounting expected future cash flows using a current market
rate applicable to yield, credit quality, and average life of the investments.
MORTGAGE LOANS ON REAL ESTATE. Fair value of mortgage loans was estimated
primarily using discounted cash flows, based on contractual maturities and
discount rates that were based on U.S. Treasury rates for similar maturity
ranges, adjusted for risk, based on property type.
POLICY LOANS. Fair value of policy loans was estimated using discounted cash
flows and actuarially-determined assumptions, incorporating market rates.
INSURANCE INVESTMENT CONTRACTS. Fair value of insurance investment
contracts, which do not subject VALIC to significant risks arising from
policyholder mortality or morbidity, was estimated using cash flows discounted
at market interest rates. Care should be exercised in drawing conclusions from
the estimated fair value, since the estimates are based on assumptions
regarding future economic activity.
8. TRANSACTIONS WITH AFFILIATED COMPANIES
In the ordinary course of business, VALIC is occasionally involved in
transactions with affiliated companies. Transactions involving the purchase or
disposal of securities are consummated at the market value of the security on
the date of the transaction. Transactions with affiliated companies during each
of the three years in the period ended December 31, 1995 were as follows:
Operating expenses include $21,173 in 1995, $23,138 in 1994, and $23,055 in
1993 for amounts paid to AGC or its subsidiaries primarily for rent, data
processing services, use of facilities, and investment expenses. Interest paid
on borrowings from AGC totaled $1,662 in 1995, $525 in 1994, and $430 in 1993.
On November 4, 1982, VALIC invested $11,853 in 13 1/2% Restricted
Subordinated Notes due November 4, 2002 issued by AGC. The principal amount of
the note is due November 4, 2002. Principal payments of $592 were received on
November 4, 1995, and 1994. AGC called an amount totaling $410 on November 4,
1993. VALIC recognized $1,452 in interest income during 1995, $1,532 for 1994,
and $1,591 for 1993.
On December 31, 1984, VALIC entered into a $48,929 note purchase agreement
with AGC. Under the agreement AGC issued an adjustable rate promissory note in
exchange for VALIC's holdings of AGC preferred stock, common stock, and
warrants. The principal amount of the note is due in 20 equal installment
payments commencing December 29, 1985 and concluding December 29, 2004.
Principal payments of $2,446 were received on December 29, 1995, December 31,
1994, and December 29, 1993. VALIC recognized $1,729, $1,810, and $1,875 of
interest income on the note during 1995, 1994, and 1993, respectively.
On March 19, 1993, VALIC received a capital contribution of $40,000 from
American General Life Insurance Company (AGL).
On June 30, 1993, VALIC received a capital contribution from AGL of
furniture and equipment with a book value of $12,942 and a related deferred tax
liability of $1,096.
On February 14, 1994, VALIC acquired from AGL bonds of various issuers at a
cost of $11,268.
On February 15, 1994, VALIC acquired from AGL bonds of various issuers at a
cost of $9,900.
On September 30, 1995, VALIC received a capital contribution from AGL of
electronic data processing equipment with a book value of $1,575 and a related
tax liability of $214.
VALIC paid common stock dividends of $95,000, $26.57 per share, and $53,000,
$14.83 per share, to AGL in 1995 and 1994, respectively.
9. COMMITMENTS AND CONTINGENCIES
VALIC is a defendant in various lawsuits arising in the normal course of
business. VALIC believes it has valid defenses in these lawsuits and is
defending the cases vigorously. VALIC also believes that the total amounts
that would ultimately have to be paid arising from these lawsuits would have no
material effect on its consolidated financial position.
All 50 states have laws requiring solvent life insurance companies to pay
assessments to state guaranty associations to protect the interests of
policyholders of insolvent life insurance companies. State guaranty fund
expense included in operating costs and expenses was $18,961, $6,300, and
$7,000, for the years ended December 31, 1995, 1994, and 1993, respectively.
The accrued liability for anticipated assessments was $20,249, $10,214, and
$13,727, at December 31, 1995, 1994, and 1993, respectively. The 1995 liability
was estimated by VALIC using the latest information available from the National
Organization of Life and Health Insurance Guaranty Associations. Although the
amount accrued represents VALIC's best estimate of its liability, this estimate
may change in the future. Additionally, changes in state laws could decrease
the amount recoverable against future premium taxes.
10. EMPLOYEE BENEFIT PLANS
10.1 PENSION PLANS
VALIC participates in several employee benefit plans which together cover
substantially all of its employees. One of these plans is a defined benefit
plan. Pension benefits under this plan are based on the participant's average
monthly compensation and length of credited service. VALIC's funding policy for
this plan is to contribute annually no more than the maximum amount that can be
deducted for federal income tax purposes.
12
<PAGE> 105
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1995
10. EMPLOYEE BENEFIT PLANS - (CONTINUED)
The components of pension expense for the defined benefit plan were as
follows:
<TABLE>
<CAPTION>
1995 1994 1993
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost (benefits earned)
during period $ 601 $ 759 $ 567
Interest cost on projected
benefit obligation 635 551 407
Actual (return) loss on
plan assets (1,249) 414 (667)
Amortization of unrecognized
net asset existing at date of
initial application (72) (58) (58)
Amortization of unrecognized
prior service cost 44 35 35
Deferral of net asset gain (loss) 749 (920) 224
- -------------------------------------------------------------------------------------------------------------
Total pension expense $ 708 $ 781 $ 508
- -------------------------------------------------------------------------------------------------------------
</TABLE>
Assumptions used for 1995, 1994, and 1993:
<TABLE>
<S> <C> <C> <C>
Weighted-average discount rate
on benefit obligation 7.25% 8.50% 7.25%
Rate of increase in
compensation levels 4.00% 4.00% 4.00%
Expected long-term rate of
return on plan assets 10.00% 10.00% 10.00%
</TABLE>
The following table sets forth the funded status and amounts recognized in
the Consolidated Balance Sheet at December 31 for VALIC's defined benefit
pension plan:
<TABLE>
<CAPTION>
1995 1994
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value of benefit obligation:
Vested $ 6,983 $ 4,862
Nonvested 1,127 285
- ------------------------------------------------------------------------------------------------------------
Accumulated benefit obligation 8,110 5,147
Effect of increase in compensation levels 2,219 1,607
- ------------------------------------------------------------------------------------------------------------
Projected benefit obligation 10,329 6,754
Plan assets at fair value 6,406 5,211
- ------------------------------------------------------------------------------------------------------------
Plan assets in excess of projected
benefit obligation (3,923) (1,543)
Unrecognized net gain 2,037 306
Unrecognized prior service cost 105 148
Unrecognized net obligation at
January 1, net of amortization (23) (93)
- ------------------------------------------------------------------------------------------------------------
Net pension liability $ (1,804) $ (1,182)
- ------------------------------------------------------------------------------------------------------------
</TABLE>
Equity and fixed maturity securities were 63% and 35%, respectively, of the
plans' assets at the plans' most recent balance sheet dates. The remaining plan
assets consisted primarily of cash equivalents and investment-related
receivables.
10.2 POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
VALIC, through American General Corporation, has life, medical, supplemental
major medical, and dental plans for certain retired employees and agents. Most
plans are contributory, with retiree contributions adjusted annually to limit
employer contributions to predetermined amounts. VALIC has reserved the right
to change or eliminate these benefits at any time.
The life plans are fully insured; the retiree and medical and dental plans
are unfunded and self-insured.
The plans' combined funded status and the accrued postretirement benefit
cost included in other liabilities at December 31 were as follows:
<TABLE>
<CAPTION>
1995 1994
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value of benefit obligations
Retirees $ 115 $ 142
Fully eligible active plan participants 26 272
Other active plan participants 1,509 865
- ------------------------------------------------------------------------------------------------------------
Accumulated postretirement
benefit obligation (APBO) 1,650 1,279
Unrecognized net gain (loss) (393) (114)
- ------------------------------------------------------------------------------------------------------------
Accrued benefit cost $ 1,257 $ 1,165
- ------------------------------------------------------------------------------------------------------------
Discount rate on postretirement
benefit obligations 7.25% 8.50%
- ------------------------------------------------------------------------------------------------------------
</TABLE>
Postretirement benefit expense was as follows:
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------
Service cost (benefits earned) $ 110 $ 131
Interest cost on accumulated
postretirement benefit obligation 118 150
- ------------------------------------------------------------------------------------------------------------
Postretirement benefit expense $ 228 $ 281
- ------------------------------------------------------------------------------------------------------------
</TABLE>
For measurement purposes, a 11.5% annual rate of increase in the per capita
cost of covered health care benefits was assumed in 1996; the rate was assumed
to decrease gradually to 6% in 2007 and remain at that level. A 1% increase in
the assumed annual rate of increase in per capita cost of health care benefits
results in a $108 increase in the accumulated postretirement benefit obligation
and a $15 increase in postretirement benefit expense.
13
<PAGE> 106
================================================================================
CHAIRMAN'S LETTER SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------
TO OUR PARTICIPANTS:
We are pleased to present the December 31, 1995 Annual Report to Contract
Owners for Separate Account A of the Variable Annuity Life Insurance Company.
A summary of the change in unit value for each fund and each product series
(Portfolio Director, Independence Plus, Group Unit Purchase and Impact) appears
on page two.
The economic climate in 1995 was positive for investors. Economic growth was
steady and inflation was well controlled. Gross Domestic Product increased
modestly in each of the three quarters that were reported and the same should
hold true for the fourth quarter. The full year GDP gain is estimated at 2.1%.
Monthly Consumer Price Index changes varied between 0.4% and zero. For the year
the CPI change is 2.5%.
In that environment the Federal Reserve Board was accommodative. From the 6%
level in February, Federal Funds were reduced by one quarter point in July and
a like amount in December. That was followed by another quarter point cut in
January. Those actions resulted in an interest rate decline of nearly 2% on the
U.S. Treasury long bond.
VALIC's domestic indexed funds provided returns ranging from 26% to 36%.
Managed domestic equity funds returned 23% to 60%. International funds earned
between 9% and 21%. Market and economic conditions were not as favorable
outside the U.S. as they were domestically.
The three bond funds gained 16% to 20%, benefitting from the decline in
interest rates.
In the Lipper Analytical rankings, all but three of VALIC's funds were in the
top half of the funds with similar objectives. Of the thirteen funds in the top
half, seven were in the top quartile.
In the Morningstar rankings, ten of VALIC's funds were in the top half and of
those six were in the top quartile. If you have any questions about your
contract or this report, we would be happy to hear from you.
Respectfully,
/s/ STEPHEN D. BICKEL
Stephen D. Bickel, Chairman and CEO
The Variable Annuity Life Insurance Company
January 26, 1996
This report is not authorized for distribution as advertising or sales
literature. This report is published exclusively for the information of the
variable annuity contract owners of the Company in accordance with section 30
(d) of the Investment Company Act of 1940.
1
<PAGE> 107
================================================================================
CHAIRMAN'S LETTER - CONTINUED SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------
UNIT VALUE RETURNS
(Unaudited)
<TABLE>
<CAPTION>
ONE YEAR TOTAL RETURNS FOR THE
PORTFOLIO INDEPENDENCE GROUP UNIT YEAR ENDING DECEMBER 31,
DIRECTOR PLUS IMPACT PURCHASE -------------------------------
DIVISION DIVISION DIVISION DIVISION 1995 1994
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INDEXED FUNDS
Stock Index Fund . . . . . . . . . . . 10C 10C 10D 10A, 10B 35.95% (0.30)%
MidCap Index Fund . . . . . . . . . . . 4 4 4 N/A 29.24 (4.70)
Small Cap Index Fund . . . . . . . . . . 14 14 N/A N/A 26.39 (4.30)
International Equities Fund . . . . . . 11 11 N/A N/A 9.67 6.90
MANAGED FUNDS
Growth Fund . . . . . . . . . . . . . . 15 N/A N/A N/A 46.40 0.18 (1)
Growth & Income Fund . . . . . . . . . . 16 N/A N/A N/A 30.55 (0.68) (1)
Science & Technology Fund . . . . . . . 17 N/A N/A N/A 60.07 24.77 (1)
Social Awareness Fund . . . . . . . . . 12 12 N/A N/A 37.57 (2.42)
Timed Opportunity Fund . . . . . . . . . 5 5 5 N/A 23.55 (2.29)
Capital Conservation Fund . . . . . . . 7 7 1 N/A 19.58 (7.04)
Government Securities Fund . . . . . . . 8 8 N/A N/A 16.31 (5.44)
International Government Bond Fund . . . 13 13 N/A N/A 17.63 3.42
Money Market Fund . . . . . . . . . . . 6 6 2 N/A 4.51 2.77
Dreyfus Small Cap Fund . . . . . . . . . 18 N/A N/A N/A 27.78 6.33
Templeton Asset Allocation Fund . . . . 19 N/A N/A N/A 21.02 (4.24)
Templeton International Fund . . . . . . 20 N/A N/A N/A 14.34 (3.49)
</TABLE>
(1) Since April 29, 1994, inception of the Fund.
VARIABLE ACCOUNT PERFORMANCE
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
LIPPER ANALYTICAL
SERVICES, INC. MORNINGSTAR, INC.
---------------------------- -----------------------------
UNIT RANKING RANKING
VALUE -------------------- AVERAGE -------------------- AVERAGE
RETURN POSITION PERCENTILE RETURN POSITION PERCENTILE RETURN
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Stock Index Fund . . . . . . . . . . . . . . . 35.95% 6/48 88% 35.31 18/267 93% 31.77
MidCap Index Fund . . . . . . . . . . . . . . . 29.24 17/31 45 32.67 272/409 33 31.10
Small Cap Index Fund . . . . . . . . . . . . . 26.39 34/55 38 28.20 123/155 21 30.74
International Equities Fund . . . . . . . . . . 9.67 64/133 52 9.60 126/248 49 10.38
Growth Fund . . . . . . . . . . . . . . . . . . 46.40 3/226 99 30.51 4/409 99 31.10
Growth & Income Fund . . . . . . . . . . . . . 30.55 68/139 51 31.16 177/267 34 31.77
Science & Technology Fund . . . . . . . . . . . 60.07 1/17 100 31.04 1/63 100 20.68
Social Awareness Fund . . . . . . . . . . . . . 37.57 3/17 82 31.04 5/267 98 31.77
Timed Opportunity Fund . . . . . . . . . . . . 23.55 65/184 65 21.58 116/322 64 22.17
Capital Conservation Fund . . . . . . . . . . . 19.58 7/82 91 17.37 33/239 86 16.44
Government Securities Fund . . . . . . . . . . 16.31 27/60 55 15.47 43/113 62 15.83
International Government Bond Fund . . . . . . 17.63 7/46 85 12.87 17/62 73 14.15
Money Market Fund . . . . . . . . . . . . . . . 4.51 65/227 71 4.35 63/219 71 4.34
Dreyfus Small Cap Fund . . . . . . . . . . . . 27.78 29/55 47 28.20 111/155 28 30.74
Templeton Asset Allocation Fund . . . . . . . . 21.02 7/14 50 18.62 193/322 40 22.17
Templeton International Fund . . . . . . . . . 14.34 13/133 90 9.60 48/248 81 10.38
</TABLE>
SOURCES: Morningstar Variable Annuity/Life Performance Report, January 1996
Lipper Variable Insurance Products Performance Analysis Service,
December 1995
The Portfolio Director rankings shown in this publication indicate the total
return rankings of Separate Account A's divisions compared to Morningstar and
Lipper categories for the twelve month period ending 12/31/95. The total
returns and rankings displayed show value after all management, administration
fees and fund expenses and do not include potential sales charges or
maintenance fees, if applicable. For total return information over a longer
period, see the Portfolio Director prospectus. The performance shown represents
past performance. The principal value of an investment will fluctuate so that
an investor's shares, when redeemed, may be worth more or less than their
original cost. Past performance does not guarantee future returns.
2
<PAGE> 108
================================================================================
FINANCIAL STATEMENTS SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------
STATEMENT OF NET ASSETS
December 31, 1995
<TABLE>
<CAPTION>
ASSETS: ALL DIVISIONS
---------------
<S> <C>
Total investment in shares of mutual funds, at market (cost $3,569,502,230) . . . . . $ 4,265,526,052
Balance due from VALIC general account . . . . . . . . . . . . . . . . . . . . . . . 5,104,219
---------------
NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,270,630,271
===============
CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts
(Net of applicable contract loans - partial withdrawals with right of
reinvestment) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,258,190,663
Reserves for annuity contracts on benefit . . . . . . . . . . . . . . . . . . . . . . 12,439,608
---------------
TOTAL CONTRACT OWNER RESERVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,270,630,271
===============
STATEMENT OF OPERATIONS
For the year ended December 31, 1995
INVESTMENT INCOME: ALL DIVISIONS
---------------
Dividends from mutual funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 68,067,158
---------------
EXPENSES:
Mortality risk charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,346,212
Expense risk charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,529,006
---------------
Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,875,218
---------------
NET INVESTMENT INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,191,940
===============
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments . . . . . . . . . . . . . . . . . . . . . . . . . . 54,777,042
Capital gains distributions from mutual funds . . . . . . . . . . . . . . . . . . . . 110,007,833
Net unrealized appreciation of investments during the year . . . . . . . . . . . . . 640,017,922
---------------
Net realized and unrealized gain on investments . . . . . . . . . . . . . . . . . 804,802,797
---------------
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS. . . . . . . . . . . . . . . . . . . $ 838,994,737
===============
STATEMENTS OF CHANGES IN NET ASSETS ALL DIVISIONS
For the year ended December 31: ------------------------------
1995 1994
OPERATIONS: ------------------------------
Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 34,191,940 $ 32,581,603
Net realized gain on investments . . . . . . . . . . . . . . . . . . . . . . . . . . 54,777,042 14,131,361
Capital gains distributions from mutual funds . . . . . . . . . . . . . . . . . . . . 110,007,833 25,307,836
Net unrealized appreciation (depreciation) of investments during the year . . . . . . 640,017,922 (95,069,796)
--------------- -------------
Increase (decrease) in net assets resulting from operations . . . . . . . . . . . 838,994,737 (23,048,996)
--------------- -------------
PRINCIPAL TRANSACTIONS:
Purchase payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 820,355,349 581,037,348
Surrenders of accumulation units by terminations, withdrawals, and
maintenance fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (114,759,722) (96,084,797)
Annuity benefit payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,588,610) (1,371,515)
Amounts transferred from VALIC general account . . . . . . . . . . . . . . . . . . . 220,818,448 155,830,645
--------------- -------------
Increase in net assets resulting from principal transactions . . . . . . . . . . 924,825,465 639,411,681
--------------- -------------
TOTAL INCREASE IN NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,763,820,202 616,362,685
NET ASSETS:
Beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,506,810,069 1,890,447,384
--------------- --------------
End of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,270,630,271 $2,506,810,069
=============== =============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
3
<PAGE> 109
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
STATEMENTS OF NET ASSETS
December 31, 1995
<TABLE>
<CAPTION>
STOCK INDEX FUND
--------------------------------------------------------------
DIVISION 10A DIVISION 10B DIVISION 10C DIVISION 10D
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
ASSETS:
Investment in shares of mutual funds, at market . . $341,205,299 $28,301,222 $1,066,560,864 $41,200,277
Balance due (to) from VALIC general account . . . . (36,122) (7,529) 822,847 4,929
------------ ----------- -------------- -----------
NET ASSETS . . . . . . . . . . . . . . . . . . . . $341,169,177 $28,293,693 $1,067,383,711 $41,205,206
============ =========== ============== ===========
CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts (Net of
applicable contract loans - partial withdrawals
with right of reinvestment) . . . . . . . . . . . $331,057,207 $26,875,071 $1,067,072,765 $41,076,367
Reserves for annuity contracts on benefit . . . . . 10,111,970 1,418,622 310,946 128,839
------------ ----------- -------------- -----------
TOTAL CONTRACT OWNER RESERVES . . . . . . . . . . $341,169,177 $28,293,693 $1,067,383,711 $41,205,206
============ =========== ============== ===========
</TABLE>
STATEMENTS OF NET ASSETS
December 31, 1995
<TABLE>
<CAPTION>
SOCIAL TIMED
AWARENESS OPPORTUNITY CAPITAL CONSERVATION FUND
FUND FUND --------------------------
ASSETS: DIVISION 12 DIVISION 5 DIVISION 1 DIVISION 7
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Investment in shares of mutual funds, at market . . $59,966,151 $182,869,410 $7,770,858 $53,368,978
Balance due (to) from VALIC general account . . . . 133,659 84,295 12,591 219,088
----------- ------------ ---------- -----------
NET ASSETS . . . . . . . . . . . . . . . . . . . . $60,099,810 $182,953,705 $7,783,449 $53,588,066
=========== ============ ========== ===========
CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts (Net of
applicable contract loans - partial withdrawals
with right of reinvestment) . . . . . . . . . . . $60,099,810 $182,879,468 $7,778,840 $53,588,066
Reserves for annuity contracts on benefit . . . . -- 74,237 4,609 --
----------- ------------ ---------- -----------
TOTAL CONTRACT OWNER RESERVES . . . . . . . . . . $60,099,810 $182,953,705 $7,783,449 $53,588,066
=========== ============ ========== ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
4
<PAGE> 110
================================================================================
SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MIDCAP SMALL CAP INTERNATIONAL GROWTH & SCIENCE &
INDEX INDEX EQUITIES GROWTH INCOME TECHNOLOGY
FUND FUND FUND FUND FUND FUND
DIVISION 4 DIVISION 14 DIVISION 11 DIVISION 15 DIVISION 16 DIVISION 17
------------ ------------ ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
$480,090,535 $152,407,245 $199,139,104 $240,566,401 $66,881,957 $374,148,985
316,741 (416,173) 548,336 577,364 253,619 1,064,371
------------ ------------ ------------ ------------ ----------- ------------
$480,407,276 $151,991,072 $199,687,440 $241,143,765 $67,135,576 $375,213,356
============ ============ ============ ============ =========== ============
$480,328,146 $151,918,885 $199,562,349 $241,143,765 $67,135,576 $375,193,754
79,130 72,187 125,091 -- -- 19,602
------------ ------------ ------------ ------------ ----------- ------------
$480,407,276 $151,991,072 $199,687,440 $241,143,765 $67,135,576 $375,213,356
============ ============ ============ ============ =========== ============
</TABLE>
<TABLE>
<CAPTION>
TEMPLETON
GOVERNMENT INTERNATIONAL DREYFUS ASSET TEMPLETON
SECURITIES GOVERNMENT MONEY MARKET FUND SMALL CAP ALLOCATION INTERNATIONAL
FUND BOND FUND ---------------------------- FUND FUND FUND
DIVISION 8 DIVISION 13 DIVISION 2 DIVISION 6 DIVISION 18 DIVISION 19 DIVISION 20
----------- ------------ ---------- ----------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
$71,615,518 $112,179,184 $6,379,563 $80,556,398 $356,075,243 $94,348,477 $249,894,383
88,257 132,996 11,459 (299,003) 828,651 276,875 486,968
----------- ------------ ---------- ----------- ------------ ----------- ------------
$71,703,775 $112,312,180 $6,391,022 $80,257,395 $356,903,894 $94,625,352 $250,381,351
=========== ============ ========== =========== ============ =========== ============
$71,703,775 $112,312,180 $6,391,022 $80,239,114 $356,865,344 $94,600,086 $250,369,073
-- -- -- 18,281 38,550 25,266 12,278
----------- ------------ ---------- ----------- ------------ ----------- ------------
$71,703,775 $112,312,180 $6,391,022 $80,257,395 $356,903,894 $94,625,352 $250,381,351
=========== ============ ========== =========== ============ =========== ============
</TABLE>
5
<PAGE> 111
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS
For the year ended December 31, 1995
<TABLE>
<CAPTION>
STOCK INDEX FUND
---------------------------------------------------------------
INVESTMENT INCOME: DIVISION 10A DIVISION 10B DIVISION 10C DIVISION 10D
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Dividends from mutual funds . . . . . . . . . . . $ 6,876,645 $ 578,463 $ 19,463,430 $ 868,192
----------- ---------- ------------ -----------
EXPENSES:
Mortality risk charge . . . . . . . . . . . . . . 2,492,730 74,835 7,012,079 367,749
Expense risk charge . . . . . . . . . . . . . . . 623,182 10,205 1,753,020 27,680
----------- ---------- ------------ -----------
Total expenses . . . . . . . . . . . . . . . . 3,115,912 85,040 8,765,099 395,429
----------- ---------- ------------ -----------
NET INVESTMENT INCOME . . . . . . . . . . . . . . 3,760,733 493,423 10,698,331 472,763
----------- ---------- ------------ -----------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Net realized gain on investments . . . . . . . . 5,349,737 631,222 10,775,457 1,335,894
Capital gains distributions from mutual funds . . 6,875,040 570,166 21,483,819 831,333
Net unrealized appreciation (depreciation)
of investments during the period . . . . . . . 78,996,842 6,528,773 221,238,425 9,456,579
----------- ---------- ------------ -----------
Net realized and unrealized gain on investments . 91,221,619 7,730,161 253,497,701 11,623,806
----------- ---------- ------------ -----------
INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS . . . . . . . . . . $94,982,352 $8,223,584 $264,196,032 $12,096,569
=========== ========== ============ ===========
</TABLE>
STATEMENTS OF OPERATIONS
For the year ended December 31, 1995
<TABLE>
<CAPTION>
SOCIAL TIMED
AWARENESS OPPORTUNITY CAPITAL CONSERVATION FUND
FUND FUND --------------------------
INVESTMENT INCOME: DIVISION 12 DIVISION 5 DIVISION 1 DIVISION 7
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Dividends from mutual funds . . . . . . . . . . . . $ 1,076,551 $ 7,221,681 $ 528,894 $3,067,082
----------- ----------- ---------- ----------
EXPENSES:
Mortality risk charge . . . . . . . . . . . . . . . 381,303 1,438,653 74,198 367,628
Expense risk charge . . . . . . . . . . . . . . . . 95,326 330,908 5,585 91,907
----------- ----------- ---------- ----------
Total expenses . . . . . . . . . . . . . . . . . 476,629 1,769,561 79,783 459,535
----------- ----------- ---------- ----------
NET INVESTMENT INCOME . . . . . . . . . . . . . . . 599,922 5,452,120 449,111 2,607,547
----------- ----------- ---------- ----------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments . . . . . . 371,169 2,006,917 65,122 (138,616)
Capital gains distributions from mutual funds . . . 3,609,468 3,186,462 - -
Net unrealized appreciation of investments . . . .
during the period . . . . . . . . . . . . . . . . . 10,227,915 26,710,438 906,759 5,643,853
----------- ----------- ---------- ----------
Net realized and unrealized gain on investments . . 14,208,552 31,903,817 971,881 5,505,237
----------- ----------- ---------- ----------
INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS . . . . . . . . . . . . . $14,808,474 $37,355,937 $1,420,992 $8,112,784
=========== =========== ========== ==========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
6
<PAGE> 112
================================================================================
SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MIDCAP SMALL CAP INTERNATIONAL GROWTH & SCIENCE &
INDEX INDEX EQUITIES GROWTH INCOME TECHNOLOGY
FUND FUND FUND FUND FUND FUND
DIVISION 4 DIVISION 14 DIVISION 11 DIVISION 15 DIVISION 16 DIVISION 17
------------ ----------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
$ 6,653,173 $ 1,907,029 $ 3,271,083 $ 309,137 $ 301,811 $ 608,070
------------ ----------- ----------- ----------- ---------- -----------
3,436,876 1,074,988 1,572,989 942,972 301,789 1,632,154
824,595 268,747 393,247 235,743 75,447 408,038
------------ ----------- ----------- ----------- ---------- -----------
4,261,471 1,343,735 1,966,236 1,178,715 377,236 2,040,192
------------ ----------- ----------- ----------- ---------- -----------
2,391,702 563,294 1,304,847 (869,578) (75,425) (1,432,122)
------------ ----------- ----------- ----------- ---------- -----------
10,603,188 2,963,270 13,215,875 8,587 19,953 6,545,968
17,377,938 2,945,819 4,363,325 3,650,399 472,785 37,380,606
76,322,743 24,766,420 (725,229) 39,103,633 8,794,032 41,310,631
------------ ----------- ----------- ----------- ---------- -----------
104,303,869 30,675,509 16,853,971 42,762,619 9,286,770 85,237,205
------------ ----------- ----------- ----------- ---------- -----------
$106,695,571 $31,238,803 $18,158,818 $41,893,041 $9,211,345 $83,805,083
============ =========== =========== =========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
TEMPLETON
GOVERNMENT INTERNATIONAL DREYFUS ASSET TEMPLETON
SECURITIES GOVERNMENT MONEY MARKET FUND SMALL CAP ALLOCATION INTERNATIONAL
FUND BOND FUND --------------------------- FUND FUND FUND
DIVISION 8 DIVISION 13 DIVISION 2 DIVISION 6 DIVISION 18 DIVISION 19 DIVISION 20
---------- ----------- ---------- ---------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
$3,526,257 $4,148,671 $376,138 $4,020,847 $ 1,283,472 $ 1,162,767 $ 817,765
---------- ---------- -------- ---------- ----------- ----------- -----------
435,010 551,505 64,741 594,817 1,743,882 513,382 1,271,932
108,752 137,876 4,873 148,704 980,933 288,777 715,461
---------- ---------- -------- ---------- ----------- ----------- -----------
543,762 689,381 69,614 743,521 2,724,815 802,159 1,987,393
---------- ---------- -------- ---------- ----------- ----------- -----------
2,982,495 3,459,290 306,524 3,277,326 (1,441,343) 360,608 (1,169,628)
---------- ---------- -------- ---------- ----------- ----------- -----------
(28,711) 911,852 - - 26,776 87,754 25,628
- 114,019 - - 6,796,184 - 350,470
5,103,399 3,111,995 - - 47,179,100 11,935,576 23,406,038
---------- ---------- -------- ---------- ----------- ----------- -----------
5,074,688 4,137,866 - - 54,002,060 12,023,330 23,782,136
---------- ---------- -------- ---------- ----------- ----------- -----------
$8,057,183 $7,597,156 $306,524 $3,277,326 $52,560,717 $12,383,938 $22,612,508
========== ========== ======== ========== =========== =========== ===========
</TABLE>
7
<PAGE> 113
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
For the year ended December 31:
<TABLE>
<CAPTION>
STOCK INDEX FUND
--------------------------------------------------------------
DIVISION 10A DIVISION 10B
----------------------------- -----------------------------
OPERATIONS: 1995 1994 1995 1994
----------------------------- -----------------------------
<S> <C> <C> <C> <C>
Net investment income . . . . . . . . . . . . . . . . . . . $ 3,760,733 $ 4,490,176 $ 493,423 $ 541,395
Net realized gain (loss) on investments . . . . . . . . . . 5,349,737 (266,345) 631,222 (16,715)
Capital gains distributions from mutual funds . . . . . . . 6,875,040 638,819 570,166 54,939
Net unrealized appreciation (depreciation)
of investments during the year . . . . . . . . . . . . . 78,996,842 (5,896,939) 6,528,773 (495,564)
----------------------------- -----------------------------
Increase (decrease) in net assets resulting from
operations . . . . . . . . . . . . . . . . . . . . . 94,982,352 (1,034,289) 8,223,584 84,055
----------------------------- -----------------------------
PRINCIPAL TRANSACTIONS:
Purchase payments . . . . . . . . . . . . . . . . . . . . . 5,033,111 5,464,415 574,384 720,902
Surrenders of accumulation units by terminations,
withdrawals, and maintenance fees . . . . . . . . . . . (16,541,542) (20,019,026) (1,698,590) (1,706,119)
Annuity benefit payments . . . . . . . . . . . . . . . . . (1,296,973) (1,114,443) (218,489) (205,698)
Amounts transferred (to) from VALIC general account . . . . (23,599,151) (6,986,742) (2,885,564) (256,628)
----------------------------- -----------------------------
Increase (decrease) in net assets
resulting from principal transactions . . . . . . . (36,404,555) (22,655,796) (4,228,259) (1,447,543)
----------------------------- -----------------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS . . . . . . . . . . 58,577,797 (23,690,085) 3,995,325 (1,363,488)
NET ASSETS:
Beginning of year . . . . . . . . . . . . . . . . . . . . . 282,591,380 306,281,465 24,298,368 25,661,856
----------------------------- -----------------------------
End of year . . . . . . . . . . . . . . . . . . . . . . . . $341,169,177 $ 282,591,380 $ 28,293,693 $ 24,298,368
============================= =============================
CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year . . . . . . . . . . . 33,814,520 36,512,399 1,836,094 1,937,835
Purchase payments . . . . . . . . . . . . . . . . . . . . . 497,922 678,364 39,513 57,856
Surrenders . . . . . . . . . . . . . . . . . . . . . . . . (1,718,657) (2,487,947) (110,735) (138,745)
Transfers -- interdivision and (to) from VALIC general
account . . . . . . . . . . . . . . . . . . . . . . . (2,598,422) (888,296) (204,347) (20,852)
----------------------------- -----------------------------
Accumulation units end of year . . . . . . . . . . . . . . 29,995,363 33,814,520 1,560,525 1,836,094
============================= =============================
<CAPTION>
DECEMBER 31: DECEMBER 31:
----------------------------- -----------------------------
1995 1994 1995 1994
----------------------------- -----------------------------
<S> <C> <C> <C> <C>
Accumulation unit value . . . . . . . . . . . . . . . . . . $ 11.036946 $ 8.116786 $ 17.221812 $ 12.582568
----------------------------- -----------------------------
Annuity unit value assuming a 3.5% discount factor . . . . $ 3.298369 $ 2.510493 $ 4.376632 $ 3.309445
============================= =============================
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
8
<PAGE> 114
================================================================================
SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION> SMALL CAP
STOCK INDEX FUND MIDCAP INDEX FUND INDEX FUND
- ------------------------------------------------------------- ----------------------------- ----------------------------
DIVISION 10C DIVISION 10D DIVISION 4 DIVISION 14
- ----------------------------- ---------------------------- ---------------------------- ----------------------------
1995 1994 1995 1994 1995 1994 1995 1994
- ----------------------------- ---------------------------- ---------------------------- ----------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 10,698,331 $ 10,610,432 $ 472,763 $ 605,767 $ 2,391,702 $ 2,515,091 $ 563,294 $ 341,917
10,775,457 4,405,234 1,335,894 49,938 10,603,188 2,119,902 2,963,270 1,086,972
21,483,819 1,624,189 831,333 84,388 17,377,938 11,552,151 2,945,819 --
221,238,425 (17,763,623) 9,456,579 (896,531) 76,322,743 (32,449,763) 24,766,420 (5,860,073)
- ----------------------------- ---------------------------- ---------------------------- ----------------------------
264,196,032 (1,123,768) 12,096,569 (156,438) 106,695,571 (16,262,619) 31,238,803 (4,431,184)
- ----------------------------- ---------------------------- ---------------------------- ----------------------------
155,833,642 173,237,158 1,280,197 1,678,616 87,946,264 124,009,106 40,608,391 60,678,232
(30,060,583) (26,626,162) (2,417,823) (2,632,793) (15,264,152) (14,276,915) (4,632,557) (3,630,894)
(29,665) (23,752) (5,520) (3,736) (16,844) (14,576) (3,022) --
(42,300,802) (65,001,259) (7,115,532) (4,630,624) (69,269,652) (27,422,005) (38,506,364) (1,057,342)
- ----------------------------- ---------------------------- ---------------------------- ----------------------------
83,442,592 81,585,985 (8,258,678) (5,588,537) 3,395,616 82,295,610 (2,533,552) 55,989,996
- ----------------------------- ---------------------------- ---------------------------- ----------------------------
347,638,624 80,462,217 3,837,891 (5,744,975) 110,091,187 66,032,991 28,705,251 51,558,812
719,745,087 639,282,870 37,367,315 43,112,290 370,316,089 304,283,098 123,285,821 71,727,009
- ----------------------------- ---------------------------- ---------------------------- ----------------------------
$1,067,383,711 $ 719,745,087 $ 41,205,206 $ 37,367,315 $ 480,407,276 $ 370,316,089 $ 151,991,072 $ 123,285,821
============================= ============================ ============================ ============================
416,234,288 369,550,060 12,207,684 14,043,516 171,442,018 134,621,879 100,383,839 56,159,647
76,950,994 99,449,095 341,405 551,269 35,874,094 55,929,821 30,141,511 48,518,804
(14,254,441) (14,897,712) (663,263) (863,807) (5,995,776) (6,365,496) (3,356,851) (2,868,199)
(23,675,598) (37,867,155) (1,999,953) (1,523,294) (28,706,646) (12,744,186) (28,832,504) (1,426,413)
- ----------------------------- ---------------------------- ---------------------------- ----------------------------
455,255,243 416,234,288 9,885,873 12,207,684 172,613,690 171,442,018 98,335,995 100,383,839
============================= ============================ ============================ ============================
<CAPTION>
DECEMBER 31: DECEMBER 31: DECEMBER 31: DECEMBER 31:
- ----------------------------- ---------------------------- ---------------------------- ----------------------------
1995 1994 1995 1994 1995 1994 1995 1994
- ----------------------------- ---------------------------- ---------------------------- ----------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 2.343900 $ 1.724134 $ 4.155057 $ 3.056808 $ 2.782677 $ 2.153183 $ 1.544896 $ 1.222329
- ----------------------------- ---------------------------- ---------------------------- ----------------------------
$ 1.776053 $ 1.352112 $ 2.582770 $ 1.966534 $ 1.799452 $ 1.441063 $ 1.361960 $ 1.115264
============================= ============================ ============================ ============================
</TABLE>
9
<PAGE> 115
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
For the year ended December 31:
<TABLE>
<CAPTION>
INTERNATIONAL EQUITIES
FUND GROWTH FUND
----------------------------- -----------------------------
DIVISION 11 DIVISION 15
----------------------------- -----------------------------
OPERATIONS: 1995 1994 1995 1994*
----------------------------- -----------------------------
<S> <C> <C> <C> <C>
Net investment income . . . . . . . . . . . . . . . . . . . $ 1,304,847 $ 586,461 $ (869,578) $ (3,344)
Net realized gain on investments . . . . . . . . . . . . . 13,215,875 4,189,593 8,587 2
Capital gains distributions from mutual funds . . . . . . . 4,363,325 1,224,134 3,650,399 --
Net unrealized appreciation (depreciation)
of investments during the year . . . . . . . . . . . . . (725,229) 1,953,569 39,103,633 330,403
----------------------------- -----------------------------
Increase (decrease) in net assets resulting from
operations . . . . . . . . . . . . . . . . . . . . . 18,158,818 7,953,757 41,893,041 327,061
----------------------------- -----------------------------
PRINCIPAL TRANSACTIONS:
Purchase payments . . . . . . . . . . . . . . . . . . . . . 52,726,233 70,132,976 58,223,803 4,547,841
Surrenders of accumulation units by terminations,
withdrawals, and maintenance fees . . . . . . . . . . . (6,722,321) (6,159,144) (1,776,523) (39,858)
Annuity benefit payments . . . . . . . . . . . . . . . . . (5,870) (2,449) -- --
Amounts transferred (to) from VALIC general account . . . . (63,364,477) 11,350,355 109,893,422 28,074,978
----------------------------- -----------------------------
Increase (decrease) in net assets
resulting from principal transactions . . . . . . . (17,366,435) 75,321,738 166,340,702 32,582,961
----------------------------- -----------------------------
TOTAL INCREASE IN NET ASSETS . . . . . . . . . . . . . . . 792,383 83,275,495 208,233,743 32,910,022
NET ASSETS:
Beginning of year . . . . . . . . . . . . . . . . . . . . . 198,895,057 115,619,562 32,910,022 --
----------------------------- -----------------------------
End of year . . . . . . . . . . . . . . . . . . . . . . . . $199,687,440 $ 198,895,057 $241,143,765 $ 32,910,022
============================= =============================
CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year . . . . . . . . . . . 187,749,916 117,215,227 32,633,370 --
Purchase payments . . . . . . . . . . . . . . . . . . . . . 49,402,081 65,406,765 45,984,606 4,373,529
Surrenders . . . . . . . . . . . . . . . . . . . . . . . . (6,214,230) (5,718,100) (1,266,891) (40,064)
Transfers -- interdivision and (to) from VALIC general
account . . . . . . . . . . . . . . . . . . . . . . . . (58,373,749) 10,846,024 87,066,763 28,299,905
----------------------------- -----------------------------
Accumulation units end of year . . . . . . . . . . . . . . 172,564,018 187,749,916 164,417,848 32,633,370
============================= =============================
<CAPTION>
DECEMBER 31: DECEMBER 31:
----------------------------- -----------------------------
1995 1994 1995 1994
----------------------------- -----------------------------
<S> <C> <C> <C> <C>
Accumulation unit value . . . . . . . . . . . . . . . . . . $ 1.156454 $ 1.054460 $ 1.466652 $ 1.001834
----------------------------- -----------------------------
Annuity unit value assuming a 3.5% discount factor . . . . $ 0.933003 $ 0.880460 $ 1.384532 $ 0.978806
============================= =============================
</TABLE>
* For the period from July 11, 1994 to December 31, 1994.
SEE NOTES TO FINANCIAL STATEMENTS.
10
<PAGE> 116
================================================================================
SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GROWTH & INCOME FUND SCIENCE & TECHNOLOGY FUND SOCIAL AWARENESS FUND
- ------------------------------------ ------------------------------------ -----------------------------------
DIVISION 16 DIVISION 17 DIVISION 12
- ------------------------------------ ------------------------------------ -----------------------------------
1995 1994* 1995 1994* 1995 1994
- ------------------------------------ ------------------------------------ -----------------------------------
<S> <C> <C> <C> <C> <C>
$ (75,425) $ 4,055 $ (1,432,122) $ (54,071) $ 599,922 $ 484,291
19,953 160 6,545,968 250,313 371,169 632,326
472,785 -- 37,380,606 549,747 3,609,468 2,328,955
8,794,032 85,633 41,310,631 2,692,873 10,227,915 (4,358,741)
- ------------------------------------ ------------------------------------ -----------------------------------
9,211,345 89,848 83,805,083 3,438,862 14,808,474 (913,169)
- ------------------------------------ ------------------------------------ -----------------------------------
17,507,504 1,630,675 93,027,877 6,652,744 10,849,944 13,160,211
(641,935) (5,453) (3,055,711) (37,889) (1,516,923) (1,413,415)
-- -- (824) -- -- --
28,680,150 10,663,442 147,758,969 43,624,245 (2,864,774) (7,867,172)
- ------------------------------------ ------------------------------------ -----------------------------------
45,545,719 12,288,664 237,730,311 50,239,100 6,468,247 3,879,624
- ------------------------------------ ------------------------------------ -----------------------------------
54,757,064 12,378,512 321,535,394 53,677,962 21,276,721 2,966,455
12,378,512 -- 53,677,962 -- 38,823,089 35,856,634
- ------------------------------------ ------------------------------------ -----------------------------------
$ 67,135,576 $ 12,378,512 $ 375,213,356 $ 53,677,962 $ 60,099,810 $ 38,823,089
==================================== ==================================== ===================================
12,386,602 -- 42,726,137 -- 29,015,764 26,230,566
14,980,745 1,583,044 54,428,033 5,315,122 6,860,477 9,604,919
(455,265) (5,487) (1,584,330) (32,041) (929,671) (983,733)
24,867,007 10,809,045 92,292,392 37,443,056 (2,196,450) (5,835,988)
- ------------------------------------ ------------------------------------ -----------------------------------
51,779,089 12,386,602 187,862,232 42,726,137 32,750,120 29,015,764
==================================== ==================================== ===================================
<CAPTION>
DECEMBER 31: DECEMBER 31: DECEMBER 31:
- ------------------------------------ ------------------------------------ -----------------------------------
1995 1994 1995 1994 1995 1994
- ------------------------------------ ------------------------------------ -----------------------------------
<S> <C> <C> <C> <C> <C>
$ 1.296577 $ 0.993168 $ 1.997175 $ 1.247713 $ 1.835102 $ 1.333899
- ------------------------------------ ------------------------------------ -----------------------------------
$ 1.223980 $ 0.970339 $ 1.885352 $ 1.219034 $ 1.480522 $ 1.113787
==================================== ==================================== ===================================
</TABLE>
11
<PAGE> 117
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
For the year ended December 31:
<TABLE>
<CAPTION>
TIMED OPPORTUNITY CAPITAL CONSERVATION
FUND FUND
----------------------------- -----------------------------
DIVISION 5 DIVISION 1
----------------------------- -----------------------------
OPERATIONS: 1995 1994 1995 1994
----------------------------- -----------------------------
<S> <C> <C> <C> <C>
Net investment income . . . . . . . . . . . . . . . . . . $ 5,452,120 $ 4,810,838 $ 449,111 $ 517,106
Net realized gain (loss) on investments . . . . . . . . . 2,006,917 735,641 65,122 32,250
Capital gains distributions from mutual funds . . . . . . 3,186,462 6,863,526 -- --
Net unrealized appreciation (depreciation)
of investments during the year . . . . . . . . . . . . 26,710,438 (16,833,221) 906,759 (1,254,436)
----------------------------- -----------------------------
Increase (decrease) in net assets resulting from
operations . . . . . . . . . . . . . . . . . . . . 37,355,937 (4,423,216) 1,420,992 (705,080)
----------------------------- -----------------------------
PRINCIPAL TRANSACTIONS:
Purchase payments . . . . . . . . . . . . . . . . . . . . 20,940,181 36,297,892 286,600 494,060
Surrenders of accumulation units by terminations,
withdrawals, and maintenance fees . . . . . . . . . . (7,824,702) (8,285,289) (623,792) (1,098,891)
Annuity benefit payments . . . . . . . . . . . . . . . . (6,591) (4,816) (499) (478)
Amounts transferred (to) from VALIC general account . . . (42,300,580) (36,353,014) (1,306,120) (1,152,049)
----------------------------- -----------------------------
Increase (decrease) in net assets
resulting from principal transactions . . . . . . (29,191,692) (8,345,227) (1,643,811) (1,757,358)
----------------------------- -----------------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS . . . . . . . . . 8,164,245 (12,768,443) (222,819) (2,462,438)
NET ASSETS:
Beginning of year . . . . . . . . . . . . . . . . . . . . 174,789,460 187,557,903 8,006,268 10,468,706
----------------------------- -----------------------------
End of year . . . . . . . . . . . . . . . . . . . . . . . $182,953,705 $ 174,789,460 $ 7,783,449 $ 8,006,268
============================= =============================
CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year . . . . . . . . . . 89,377,860 93,899,802 2,953,861 3,590,916
Purchase payments . . . . . . . . . . . . . . . . . . . . 9,806,864 18,196,642 96,297 145,757
Surrenders . . . . . . . . . . . . . . . . . . . . . . . (3,569,040) (4,118,862) (207,008) (362,666)
Transfers -- interdivision and (to) from VALIC general
account . . . . . . . . . . . . . . . . . . . . . . . (19,764,253) (18,599,722) (441,065) (420,146)
----------------------------- -----------------------------
Accumulation units end of year . . . . . . . . . . . . . 75,851,431 89,377,860 2,402,085 2,953,861
============================= =============================
<CAPTION>
DECEMBER 31: DECEMBER 31:
----------------------------- -----------------------------
1995 1994 1995 1994
----------------------------- -----------------------------
<S> <C> <C> <C> <C>
Accumulation unit value . . . . . . . . . . . . . . . . . $ 2.411022 $ 1.951533 $ 3.238370 $ 2.709029
----------------------------- -----------------------------
Annuity unit value assuming a 3.5% discount factor . . . $ 1.581407 $ 1.324778 $ 1.843690 $ 1.596246
============================= =============================
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
12
<PAGE> 118
================================================================================
SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CAPITAL CONSERVATION GOVERNMENT SECURITIES INTERNATIONAL GOVERNMENT
FUND FUND BOND FUND
- ------------------------------------ ------------------------------------ -----------------------------------
DIVISION 7 DIVISION 8 DIVISION 13
- ------------------------------------ ------------------------------------ -----------------------------------
1995 1994 1995 1994 1995 1994
- ------------------------------------ ------------------------------------ -----------------------------------
<S> <C> <C> <C> <C> <C>
$ 2,607,547 $ 2,360,212 $ 2,982,495 $ 2,030,237 $ 3,459,290 $ 1,361,407
(138,616) 350,094 (28,711) 316,682 911,852 245,193
-- -- -- -- 114,019 --
5,643,853 (5,791,380) 5,103,399 (4,822,548) 3,111,995 (642,360)
- ------------------------------------ ------------------------------------ -----------------------------------
8,112,784 (3,081,074) 8,057,183 (2,475,629) 7,597,156 964,240
- ------------------------------------ ------------------------------------ -----------------------------------
10,464,260 14,414,782 15,047,915 13,894,906 31,073,737 12,960,014
(1,972,220) (2,021,727) (1,987,445) (1,878,777) (1,946,252) (981,285)
-- -- -- -- -- --
(3,821,311) (8,653,752) 9,219,172 (11,636,951) 42,026,449 (2,227,507)
- ------------------------------------ ------------------------------------ -----------------------------------
4,670,729 3,739,303 22,279,642 379,178 71,153,934 9,751,222
- ------------------------------------ ------------------------------------ -----------------------------------
12,783,513 658,229 30,336,825 (2,096,451) 78,751,090 10,715,462
40,804,553 40,146,324 41,366,950 43,463,401 33,561,090 22,845,628
- ------------------------------------ ------------------------------------ -----------------------------------
$ 53,588,066 $ 40,804,553 $ 71,703,775 $ 41,366,950 $ 112,312,180 $ 33,561,090
==================================== ==================================== ===================================
26,859,219 24,628,606 26,667,073 26,563,166 25,691,713 18,155,381
6,253,935 9,129,477 9,058,310 8,675,976 21,413,110 10,044,637
(1,058,493) (1,241,827) (1,149,951) (1,181,704) (1,286,336) (763,521)
(2,480,853) (5,657,037) 5,271,621 (7,390,365) 27,550,763 (1,744,784)
- ------------------------------------ ------------------------------------ -----------------------------------
29,573,808 26,859,219 39,847,053 26,667,073 73,369,250 25,691,713
==================================== ==================================== ===================================
<CAPTION>
DECEMBER 31: DECEMBER 31: DECEMBER 31:
- ------------------------------------ ------------------------------------ -----------------------------------
1995 1994 1995 1994 1995 1994
- ------------------------------------ ------------------------------------ -----------------------------------
<S> <C> <C> <C> <C> <C>
$ 1.812011 $ 1.515278 $ 1.799475 $ 1.547150 $ 1.530780 $ 1.301357
- ------------------------------------ ------------------------------------ -----------------------------------
$ 1.289558 $ 1.116084 $ 1.280634 $ 1.139558 $ 1.323493 $ 1.164474
==================================== ==================================== ===================================
</TABLE>
13
<PAGE> 119
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
For the year ended December 31:
<TABLE>
<CAPTION>
MONEY MARKET FUND
--------------------------------------------------------------
DIVISION 2 DIVISION 6
----------------------------- -----------------------------
OPERATIONS: 1995 1994 1995 1994
----------------------------- -----------------------------
<S> <C> <C> <C> <C>
Net investment income . . . . . . . . . . . . . . . . . . $ 306,524 $ 211,175 $ 3,277,326 $ 1,241,669
Net realized gain on investments . . . . . . . . . . . . -- -- -- --
Capital gains distributions from mutual funds . . . . . . -- -- -- --
Net unrealized appreciation (depreciation)
of investments during the year . . . . . . . . . . . . -- -- -- --
----------------------------- -----------------------------
Increase (decrease) in net assets resulting from
operations . . . . . . . . . . . . . . . . . . . . 306,524 211,175 3,277,326 1,241,669
----------------------------- -----------------------------
PRINCIPAL TRANSACTIONS:
Purchase payments . . . . . . . . . . . . . . . . . . . . 355,756 221,092 26,840,702 13,855,791
Surrenders of accumulation units by terminations,
withdrawals, and maintenance fees . . . . . . . . . . (681,366) (663,266) (7,793,169) (4,406,881)
Annuity benefit payments . . . . . . . . . . . . . . . . -- -- (1,574) (1,567)
Amounts transferred (to) from VALIC general account . . . (806,250) (978,344) (54,484,648) 66,014,809
----------------------------- -----------------------------
Increase (decrease) in net assets
resulting from principal transactions . . . . . . (1,131,860) (1,420,518) (35,438,689) 75,462,152
----------------------------- -----------------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS . . . . . . . . . (825,336) (1,209,343) (32,161,363) 76,703,821
NET ASSETS:
Beginning of year . . . . . . . . . . . . . . . . . . . . 7,216,358 8,425,701 112,418,758 35,714,937
----------------------------- -----------------------------
End of year . . . . . . . . . . . . . . . . . . . . . . . $ 6,391,022 $ 7,216,358 $ 80,257,395 $ 112,418,758
============================= =============================
CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year . . . . . . . . . . 3,442,237 4,129,981 75,765,781 24,799,810
Purchase payments . . . . . . . . . . . . . . . . . . . . 165,743 107,142 18,072,687 9,439,315
Surrenders . . . . . . . . . . . . . . . . . . . . . . . (316,475) (314,181) (5,090,822) (3,026,130)
Transfers -- interdivision and (to) from VALIC general
account . . . . . . . . . . . . . . . . . . . . . . (374,144) (480,705) (36,839,889) 44,552,786
----------------------------- -----------------------------
Accumulation units end of year . . . . . . . . . . . . . 2,917,361 3,442,237 51,907,757 75,765,781
============================= =============================
<CAPTION>
DECEMBER 31: DECEMBER 31:
----------------------------- -----------------------------
1995 1994 1995 1994
----------------------------- -----------------------------
<S> <C> <C> <C> <C>
Accumulation unit value . . . . . . . . . . . . . . . . . $ 2.190686 $ 2.096416 $ 1.545802 $ 1.479129
----------------------------- -----------------------------
Annuity unit value assuming a 3.5% discount factor . . . $ 1.392992 $ 1.379656 $ 1.088077 $ 1.077548
============================= =============================
</TABLE>
* For the period from July 11, 1994 to December 31, 1994.
SEE NOTES TO FINANCIAL STATEMENTS.
14
<PAGE> 120
================================================================================
SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TEMPLETON ASSET
DREYFUS SMALL CAP FUND ALLOCATION FUND TEMPLETON INTERNATIONAL FUND
- ------------------------------------ ------------------------------------ -----------------------------------
DIVISION 18 DIVISION 19 DIVISION 20
- ------------------------------------ ------------------------------------ -----------------------------------
1995 1994* 1995 1994* 1995 1994*
- ------------------------------------ ------------------------------------ -----------------------------------
<S> <C> <C> <C> <C> <C>
$ (1,441,343) $ 166,996 $ 360,608 $ (75,725) $ (1,169,628) $ (164,482)
26,776 -- 87,754 -- 25,628 121
6,796,184 386,988 -- -- 350,470 --
47,179,100 (102,019) 11,935,576 (729,094) 23,406,038 (2,235,982)
- ------------------------------------ ------------------------------------ -----------------------------------
52,560,717 451,965 12,383,938 (804,819) 22,612,508 (2,400,343)
- ------------------------------------ ------------------------------------ -----------------------------------
96,201,687 12,217,697 26,412,918 4,656,678 69,120,243 10,111,560
(3,867,838) (111,066) (1,156,891) (47,985) (2,577,387) (41,962)
(915) -- (1,361) -- (463) --
122,606,635 76,845,012 24,133,475 29,049,399 89,125,401 64,431,794
- ------------------------------------ ------------------------------------ -----------------------------------
214,939,569 88,951,643 49,388,141 33,658,092 155,667,794 74,501,392
- ------------------------------------ ------------------------------------ -----------------------------------
267,500,286 89,403,608 61,772,079 32,853,273 178,280,302 72,101,049
89,403,608 -- 32,853,273 -- 72,101,049 --
- ------------------------------------ ------------------------------------ -----------------------------------
$ 356,903,894 $ 89,403,608 $ 94,625,352 $ 32,853,273 $ 250,381,351 $ 72,101,049
==================================== ==================================== ===================================
85,169,871 -- 32,807,602 -- 71,716,511 --
80,950,706 11,303,726 24,212,805 4,421,687 65,697,216 9,484,235
(2,954,777) (107,113) (964,768) (48,133) (2,198,909) (41,499)
104,569,419 73,973,258 22,438,866 28,434,048 83,910,108 62,273,775
- ------------------------------------ ------------------------------------ -----------------------------------
267,735,219 85,169,871 78,494,505 32,807,602 219,124,926 71,716,511
==================================== ==================================== ===================================
<CAPTION>
DECEMBER 31: DECEMBER 31: DECEMBER 31:
- ------------------------------------ ------------------------------------ -----------------------------------
1995 1994 1995 1994 1995 1994
- ------------------------------------ ------------------------------------ -----------------------------------
<S> <C> <C> <C> <C> <C>
$ 1.332904 $ 1.043156 $ 1.205181 $ 0.995860 $ 1.142586 $ 0.999282
- ------------------------------------ ------------------------------------ -----------------------------------
$ 1.267071 $ 1.026303 $ 1.145656 $ 0.979771 $ 1.086152 $ 0.983138
==================================== ==================================== ===================================
</TABLE>
15
<PAGE> 121
================================================================================
NOTES TO FINANCIAL STATEMENTS SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------
NOTE A -- ORGANIZATION
Separate Account A (the "Separate Account"), established by The Variable
Annuity Life Insurance Company ("VALIC") on April 18, 1979, is registered under
the Investment Company Act of 1940 as a unit investment trust. The Separate
Account is comprised of twenty-one subaccounts or "divisions." Each division,
which represents a variable investment vehicle available only through a VALIC
annuity contract, invests in one of the following mutual funds:
AMERICAN GENERAL SERIES PORTFOLIO COMPANY ("AGSPC"):
Stock Index Fund (Divisions 10A, B, C, and D),
MidCap Index Fund (Division 4),
Small Cap Index Fund (Division 14),
International Equities Fund (Division 11),
Growth Fund (Division 15),
Growth & Income Fund (Division 16),
Science & Technology Fund (Division 17),
Social Awareness Fund (Division 12),
Timed Opportunity Fund (Division 5),
Capital Conservation Fund (Divisions 1 and 7),
Government Securities Fund (Division 8),
International Government Bond Fund (Division 13), and
Money Market Fund (Divisions 2 and 6).
DREYFUS VARIABLE INVESTMENT FUND:
Dreyfus Small Cap Portfolio (Division 18)
TEMPLETON VARIABLE PRODUCTS SERIES FUND:
Templeton Asset Allocation Fund (Division 19)
Templeton International Fund (Division 20)
Divisions 15, 16, 17, 18, 19, and 20 commenced operations on July 11, 1994.
NOTE B -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The assets of the Separate Account are segregated from VALIC's other
assets. The operations of the Separate Account are part of VALIC. The following
is a summary of significant accounting policies consistently followed by the
Separate Account in the preparation of its financial statements.
INVESTMENT VALUATION. Investments in mutual funds (the "Funds") are valued
at the net asset (market) value per share at the close of each business day.
INVESTMENT TRANSACTIONS. Investment transactions are accounted for on the
trade date. Realized gains and losses on investments are determined on the
basis of identified cost. Capital gain distributions from mutual funds are
recorded on the ex-dividend date and reinvested upon receipt.
INVESTMENT INCOME. Dividend income from mutual funds is recorded on the
ex-dividend date and reinvested upon receipt.
ANNUITY RESERVES. Net payments made by variable annuity contract owners are
accumulated based on the performance of the investments of the Separate Account
until the date the contract owners select to commence annuity payments.
Reserves for annuities on which benefits are currently payable are provided for
based upon estimated mortality and other assumptions, including provisions for
the risk of adverse deviation from assumptions, which were appropriate at the
time the contracts were issued. The 1949 Progressive Annuity Table has been
used in the computation of annuity reserves for currently payable contracts.
Participants are able to elect investment rates between 3.0% and 6.0%, as
regulated by the applicable state laws.
NOTE C -- TRANSACTIONS WITH AFFILIATES
VALIC acts as investment adviser and transfer agent to AGSPC.
The Separate Account is charged for mortality and expense risks assumed by
VALIC. The charge, based on the daily net assets of each division, is assessed
daily based on the following annual rates: for Division 10B, .85% on the first
$10,000,000, .425% on the next $90,000,000, and .21% on the excess over
$100,000,000; for Divisions 1, 2, 4, 5, 6, 7, 8, 10A, 10C, 10D, 11, 12, 13, 14,
15, 16, and 17, 1.00%; and for Divisions 18, 19, and 20, 1.25%.
Pursuant to the reorganization agreement entered into on April 17, 1987,
which transferred VALIC Separate Accounts One and Two into the Separate
Account, expenses of Division 10A (formerly Separate Account One) are limited
to 1.4157% of average daily net assets, and expenses of Division 10B (formerly
Separate Account Two) are limited to the following rates based on average daily
net assets: 0.6966% on the first $25,434,267 and 0.5% on the next $74,565,733.
Accordingly, during the years ended December 31, 1995 and 1994, VALIC reduced
expenses of Division 10B by $69,586 and $67,955, respectively.
A portion of the annual contract maintenance charge is assessed each
contract (except those relating to Divisions 10A and 10B) by VALIC on the last
day of the calendar quarter in which VALIC receives the first purchase payment,
and in quarterly installments thereafter during the accumulation period.
Maintenance charges assessed totaled $2,494,903 and $1,857,628 for the years
ended December 31, 1995, and December 31, 1994, respectively.
VALIC received surrender charges of $1,299,069 and $1,233,026 for the years
ended December 31, 1995, and December 31, 1994, respectively. In addition,
VALIC received $100,290 and $18,404 for the year ended December 31, 1995, in
sales load on variable annuity purchase payments for Divisions 10A and 10B,
respectively. VALIC received $124,462 and $22,329 for the year ended December
31, 1994, in sales load on variable annuity purchase payments for Divisions 10A
and 10B, respectively.
16
<PAGE> 122
================================================================================
NOTES TO FINANCIAL STATEMENTS - CONTINUED SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------
NOTE D -- INVESTMENTS
The cost of fund shares is the same for financial reporting and federal
income tax purposes. The following is a summary of fund shares owned as of
December 31, 1995:
<TABLE>
<CAPTION>
MARKET UNREALIZED
UNDERLYING FUND DIVISION SHARES PRICE MARKET COST APPRECIATION
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Stock Index Fund . . . . . . . . 10A,B,C,D 77,628,358 $ 19.03 $ 1,477,267,662 $ 1,105,508,457 $371,759,205
MidCap Index Fund . . . . . . . . 4 27,734,866 17.31 480,090,535 397,011,660 83,078,875
Small Cap Index Fund . . . . . . 14 10,710,277 14.23 152,407,245 129,522,422 22,884,823
International Equities Fund . . . 11 18,628,541 10.69 199,139,104 187,888,444 11,250,660
Growth Fund . . . . . . . . . . . 15 16,488,444 14.59 240,566,401 201,132,365 39,434,036
Growth & Income Fund . . . . . . 16 5,184,648 12.90 66,881,957 58,002,292 8,879,665
Science & Technology Fund . . . . 17 20,809,176 17.98 374,148,985 330,145,481 44,003,504
Social Awareness Fund . . . . . . 12 4,237,891 14.15 59,966,151 52,197,124 7,769,027
Timed Opportunity Fund . . . . . 5 15,100,694 12.11 182,869,410 160,827,715 22,041,695
Capital Conservation Fund . . . . 1 & 7 6,169,509 9.91 61,139,836 59,432,080 1,707,756
Government Securities Fund . . . 8 7,014,252 10.21 71,615,518 70,467,996 1,147,522
International Government Bond Fund 13 9,127,680 12.29 112,179,184 109,565,749 2,613,435
Money Market Fund. . . . . . . . 2 & 6 86,935,961 1.00 86,935,961 86,935,961 --
Dreyfus Small Cap Fund . . . . . 18 7,718,952 46.13 356,075,243 308,998,162 47,077,081
Templeton Asset Allocation Fund . 19 5,037,292 18.73 94,348,477 83,141,995 11,206,482
Templeton International Fund . . 20 16,516,483 15.13 249,894,383 228,724,327 21,170,056
-----------------------------------------------
$ 4,265,526,052 $ 3,569,502,230 $696,023,822
===============================================
</TABLE>
NOTE E -- FEDERAL INCOME TAXES
VALIC is taxed as a life insurance company under the Internal Revenue Code
and includes the operations of the Separate Account in determining its federal
income tax liability. Under current federal income tax law the investment
income and capital gains from sale of investments realized by the Separate
Account are not taxable. Therefore, no federal income tax provision has been
made.
NOTE F -- SECURITY PURCHASES AND SALES
For the year ended December 31, 1995, the aggregate cost of purchases and
proceeds from sales of investments were:
<TABLE>
<CAPTION>
PURCHASES SALES
-------------------------------------
<S> <C> <C>
Stock Index Fund:
Division 10A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 17,829,646 $ 43,581,553
Division 10B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,750,366 4,905,910
Division 10C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166,148,042 50,236,291
Division 10D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,318,140 9,247,780
MidCap Index Fund Division 4 . . . . . . . . . . . . . . . . . . . . . . . 62,422,985 39,646,090
Small Cap Index Fund Division 14 . . . . . . . . . . . . . . . . . . . . . 24,793,667 23,245,115
International Equities Fund Division 11 . . . . . . . . . . . . . . . . . . 57,671,192 69,714,222
Growth Fund Division 15 . . . . . . . . . . . . . . . . . . . . . . . . . . 168,790,861 57,736
Growth & Income Fund Division 16 . . . . . . . . . . . . . . . . . . . . . 45,865,792 122,058
Science & Technology Fund Division 17 . . . . . . . . . . . . . . . . . . . 290,019,742 18,313,402
Social Awareness Fund Division 12 . . . . . . . . . . . . . . . . . . . . . 14,778,261 4,227,474
Timed Opportunity Fund Division 5 . . . . . . . . . . . . . . . . . . . . . 13,643,488 34,236,462
Capital Conservation Fund:
Division 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 766,423 1,960,586
Division 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,499,959 10,443,867
Government Securities Fund Division 8 . . . . . . . . . . . . . . . . . . . 30,092,359 4,775,625
International Government Bond Fund Division 13 . . . . . . . . . . . . . . 85,454,562 10,810,456
Money Market Fund:
Division 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,717,163 3,576,785
Division 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127,237,936 152,993,878
Dreyfus Small Cap Fund Division 18 . . . . . . . . . . . . . . . . . . . . 219,949,004 128,645
Templeton Asset Allocation Fund Division 19 . . . . . . . . . . . . . . . . 50,326,793 783,734
Templeton International Fund Division 20 . . . . . . . . . . . . . . . . . 155,004,679 292,803
-------------------------------------
Total . . . . . . . . . . . . . . . . . . . . . . . $ 1,555,081,060 $ 483,300,472
=====================================
</TABLE>
17
<PAGE> 123
================================================================================
REPORT OF INDEPENDENT AUDITORS SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------
TO THE BOARD OF THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AND CONTRACT OWNERS
OF THE VARIABLE ANNUITY LIFE INSURANCE COMPANY SEPARATE ACCOUNT A
We have audited the accompanying statements of net assets of The Variable
Annuity Life Insurance Company Separate Account A ("Separate Account A") and
each of the divisions (1, 2, 4, 5, 6, 7, 8, 10A, 10B, 10C, 10D, 11, 12, 13, 14,
15, 16, 17, 18, 19, and 20) comprising Separate Account A as of December 31,
1995. We have also audited the related statements of operations for the year
then ended and the statements of changes in net assets for each of the two
years in the period then ended of Separate Account A and each of its divisions
except for divisions 15, 16, 17, 18, 19, and 20 for which we audited the
statements of changes in net assets for the year ended December 31, 1995 and
for the period from July 11, 1994 (inception) to December 31, 1994. These
financial statements are the responsibility of Separate Account A's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 1995,
by correspondence with the transfer agent. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Separate Account A and each of
the divisions comprising Separate Account A at December 31, 1995, and the
results of their operations and changes in their net assets for each of the
periods identified above, in conformity with generally accepted accounting
principles.
ERNST & YOUNG LLP
Houston, Texas
January 26, 1996
<PAGE> 124
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY ---------------------
SEPARATE ACCOUNT A Bulk Rate
U.S. Postage
P.O. Box 3206 PAID
Houston, Texas 77253-3206 Permit No. 6748
Houston, Texas
---------------------
Recycled Paper [LOGO]
<PAGE> 125
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
SEPARATE ACCOUNT A
CONTRACT FORM
PORTFOLIO DIRECTOR
AND
PORTFOLIO DIRECTOR 2
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Filed with Part A:
Selected Purchase Unit Data for each Fund for the last ten years or
since inception
Filed with Part B:
(i) Audited Financial Statements
The Variable Annuity Life Insurance Company
Report of Independent Auditors
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Changes in Stockholder Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(ii) Audited Financial Statements
The Variable Annuity Life Insurance Company Separate Account A --
Report of Independent Auditors
Statement of Net Assets
Statement of Operations
Statements of Changes in Net Assets
Division Financial Statements
Notes to Financial Statements
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions, are inapplicable, or the related
information is included in the financial statements and therefore such
schedules have been omitted.
C-1
<PAGE> 126
(b) Exhibits
<TABLE>
<S> <C>
1. -- Resolutions adopted by The Variable Annuity Life Insurance Company
Board of Directors at its Annual Meeting of April 18, 1979 establishing
The Variable Annuity Life Insurance Company Separate Account A,
incorporated herein by reference to Post-Effective Statement No. 5
filed with the Securities and Exchange Commission ("SEC") on March 1,
1996 (File No. 33- 75292/811-3240)
2. -- Not Applicable.
3. -- Underwriting Agreement between The Variable Annuity Life Insurance
Company, The Variable Annuity Life Insurance Company Separate Account A
and The Variable Annuity Marketing Company, incorporated herein by
reference to Post-Effective Amendment No. 5 filed with the SEC on
March 1, 1996 (File No. 33-75292/811-3240).
4(a). -- Specimen Individual Annuity Contract. (Form UIT-194), incorporated
herein by reference to Post-Effective Amendment No. 5 filed with the
SEC on March 1, 1996 (File No. 33-75292/811-3240).
4(b)(i). -- Specimen Group Annuity Contract. (Form UITG-194), incorporated herein
by reference to Post-Effective Amendment No. 5 filed with the SEC on
March 1, 1996 (File No. 33-75292/811-3240).
4(b)(ii). -- Specimen Individual Non-Qualified Annuity Contract. (Form UITN-194),
incorporated herein by reference to Post-Effective Amendment No. 5
filed with the SEC on March 1, 1996 (File No. 33-75292/811-3240).
4(b)(iii).-- Specimen Certificate of Participation under Group Annuity Contract.
(Form UITG-194P), incorporated herein by reference to Post-Effective
Amendment No. 5 filed with the SEC on March 1, 1996 (File No.
33-75292/811-3240).
4(b)(iv). -- Specimen Individual Retirement Account Annuity Contract. (Form
UIT-IRA-194), incorporated herein by reference to Post-Effective
Amendment No. 5 filed with the SEC on March 1, 1996 (File No.
33-75292/811-3240).
4(b)(v). -- Specimen Simplified Employee Pension Contract (Form UIT-SEP-194),
incorporated herein by reference to Post-Effective Amendment No. 5
filed with the SEC on March 1, 1996 (File No. 33-75292/811-3240).
5(a). -- Specimen Application for Annuity Contract, incorporated herein by
reference to Post-Effective Amendment No. 5 filed with the SEC on
March 1, 1996 (File No. 33-75292/811-3240).
5(b). -- Specimen Group Master Application, incorporated herein by reference
to Post-Effective Amendment No. 5 filed with the SEC on March 1, 1996
(File No. 33-75292/811-3240).
6(a). -- Copy of Amended and Restated Articles of Incorporation of The
Variable Annuity Life Insurance Company, incorporated herein by
reference to Post-Effective Amendment No. 5 filed with the SEC on
March 1, 1996 (File No. 33-75292/811-3240).
6(b). -- Copy of Amendment Number One to Amended and Restated Articles of
Incorporation of The Variable Annuity Life Insurance Company (as
amended through April 28, 1989) effective March 28, 1990,
incorporated herein by reference to Post-Effective Amendment No. 5
filed with the SEC on March 1, 1996 (File No. 33-75922/811-3240).
7. -- Not Applicable.
</TABLE>
C-2
<PAGE> 127
<TABLE>
<S> <C>
8(a). -- Participation Agreement between The Variable Annuity Life Insurance
Company and Templeton Variable Products Series Fund, incorporated herein
by reference to Post-Effective Amendment No. 5 filed with the SEC on
March 1, 1996 (File No. 33-75292/811-3240).
8(b). -- Participation Agreement between The Variable Annuity Life Insurance
Company and Dreyfus Variable Investment Fund, incorporated herein by
reference to Post-Effective Amendment No. 5 filed with the SEC on
March 1, 1994 (File No. 33-75292/811-3420).
8(c). -- Order Transmission Agreement between The Variable Annuity Life
Insurance Company and Scudder Service Corporation.
8(d). -- Fund Participation Agreement between The Variable Annuity Life
Insurance Company and Putnam Mutual Funds Corp.
8(e). -- Fund Participation Agreement between The Variable Annuity Life
Insurance Company and Twentieth Century Investors Inc.
8(f). -- Participation Agreement between The Variable Annuity Life Insurance
Company and Founders Growth Fund Inc.
8(g). -- Master Shareholder Services Agreement between The Variable Annuity
Life Insurance Company and Franklin Templeton Group of Funds.
8(h). -- Participation Agreement between The Variable Annuity Life Insurance
Company and Vanguard Group, Inc.
8(i) -- Agreement between The Variable Annuity Life Insurance Company and
Neuberger & Berman Management Inc
9. -- Written Consent and Opinion of Cynthia A. Toles, Senior Associate
General Counsel and Secretary, incorporated herein by reference to
Post-Effective Amendment No. 5 filed with the SEC on March 1, 1995
(File No. 33-75292/811-3240).
10. -- Consent of Independent Auditors.
11. -- Not Applicable.
12. -- Not Applicable.
13. -- Calculation of standard and nonstandard performance information,
incorporated herein by reference to Post Effective Amendment No. 7 filed
with the SEC on May 14, 1996. (File No. 33-75292/811-3240).
14. -- Financial Data Schedule. (Exhibit 27 for purposes of electronic
filing).
15. -- Confidential Personal Data Form which discloses Section 403(b)(11)
withdrawal restrictions as set forth in a no-action letter issued by the
SEC on November 28, 1988, and which requires the signed
acknowledgement of participants who purchase Section 403(b) annuities
with regard to these withdrawal restrictions, incorporated herein by
reference to Post-Effective Amendment No. 5 filed with the SEC on
March 1, 1996 (File No. 33-75292/811-3240).
16(a). -- Copies of manually signed powers of attorney for The Variable Annuity
Life Insurance Company Directors Robert M. Devlin, Peter V. Tuters,
Stephen D. Bickel, Joe C. Osborne, and Sam Magee, incorporated herein
by reference to Post-Effective Amendment No. 5 filed with the SEC on
March 1, 1996 (File No. 33-75292/811-3240).
</TABLE>
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<PAGE> 128
<TABLE>
<S> <C>
16(b). -- Copy of manually signed power of attorney for The Variable Annuity
Life Insurance Company Director Harold S. Hook, incorporated herein by
reference to Post-Effective Amendment No. 5 filed with the SEC on
March 1, 1996 (File No. 33-75292/811-3240).
16(c). -- Copy of manually signed power of attorney for The Variable Annuity
Life Insurance Company Director Austin P. Young, incorporated herein by
reference to Post-Effective Amendment No. 5 filed with the SEC on
March 1, 1996 (File No. 33-75292/811-3240).
16(d). -- Copy of manually signed power of attorney for The Variable Annuity
Life Insurance Company Director Jon P. Newton incorporated herein by
reference to Post-Effective Amendment No. 6 filed with the SEC on
April 19, 1996 (File No. 33-75292/811-3240).
</TABLE>
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
The directors and principal officers of the Company are set forth below,
together with their current principal occupations including any position with
American General Corporation ("AGC"), the indirect parent of The Variable
Annuity Life Insurance Company ("VALIC"), the depositor of the Registrant, and
The Variable Annuity Marketing Company ("VAMCO"), the principal underwriter of
the Contracts issued through the Registrant. The business address of each
officer and director is 2929 Allen Parkway, Houston, Texas 77019.
<TABLE>
<CAPTION>
NAMES AND PRINCIPAL
BUSINESS ADDRESS POSITIONS AND OFFICES HELD WITH DEPOSITOR
- --------------------------------- ----------------------------------------------------------
<S> <C>
Harold S. Hook................... Senior Chairman of the Board of Directors, VALIC.
Chairman of the Board and Chief Executive Officer,
American General Corporation.
Robert M. Devlin................. Senior Chairman of the Board of Directors, VALIC.
President, American General Corporation.
Jon P. Newton.................... Vice Chairman of the Board of Directors, VALIC.
Vice Chairman of the Board of Directors and General
Counsel, American General Corporation
Peter V. Tuters.................. Director; Vice President and Chief Investment Officer,
VALIC.
Senior Vice President and Chief Investment Officer,
American General Corporation.
Stephen D. Bickel................ Chairman and Chief Executive Officer, VALIC.
Chairman of the Board of Directors, VAMCO.
Thomas L. West, Jr............... Director, President, VALIC.
Austin P. Young.................. Director, VALIC. Senior Vice President and Chief Financial
Officer, American General Corporation.
Sam E. Magee..................... Director; Senior Vice President -- Operations, VALIC.
Joe C. Osborne................... Director; Senior Vice President -- Marketing, VALIC.
Director and President, VAMCO.
Brent C. Nelson.................. Director, Senior Vice President and Controller, Finance,
VALIC.
Donald L. Sharps................. Senior Vice President -- Systems VALIC
J. David Crank................... Vice President -- Group Plan Administration, VALIC.
Elizabeth B. Johnson............. Vice President -- Organizational Services, VALIC
Norman Jaskol.................... Vice President and Managing Director -- Investments,
VALIC.
Ronald E. Kopke.................. Vice President -- Sales Operations, VALIC.
Senior Vice President -- VAMCO.
</TABLE>
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<PAGE> 129
<TABLE>
<CAPTION>
NAMES AND PRINCIPAL
BUSINESS ADDRESS POSITIONS AND OFFICES HELD WITH DEPOSITOR
- --------------------------------- ----------------------------------------------------------
<S> <C>
William A. Wilson................ Vice President and General Counsel, VALIC.
Cynthia A. Toles................. Secretary, VALIC.
Director, Secretary and Assistant Treasurer, VAMCO.
James D. Bonsall................. Treasurer, VALIC.
Jane E. Bates.................... Chief Compliance Officer, VALIC.
Treasurer, VAMCO.
D. Lynne Walters................. Tax Officer, VALIC.
Tax Officer, VAMCO.
Vice President -- Taxes, American General Corporation.
</TABLE>
ITEM 26. PERSON CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
No person is controlled by the Registrant. The Registrant is a segregated
asset account of the Company ("Depositor") established in accordance with the
Texas Insurance Code. The Registrant supports benefits payable under Variable
Annuity Contracts investing in American General Series Portfolio Company (the
"Series Company"), the Templeton Asset Allocation Fund and Templeton
International Fund (each a separate series of Templeton Variable Products Series
Fund), and Small Cap Portfolio of the Dreyfus Variable Investment Fund. The
Registrant votes Series Company shares and shares held in Templeton Variable
Products Series Fund and Dreyfus Variable Investment Fund only as directed by
the contract owner. (See "Voting Rights" in the Prospectus for these Contracts.)
The Depositor is indirectly wholly-owned by AGC (formerly American General
Insurance Company.) Therefore, the Depositor and various companies affiliated
with the Depositor may be deemed to be under common control with the Registrant.
These companies, together with their state of incorporation and the identity of
the owners of their common stock, are set forth in Exhibit 21, "Subsidiaries of
American General Corporation," of the Form 10-K of AGC filed for the year ended
December 31, 1995 (File No. 1-7981), which is incorporated herein by reference.
ITEM 27. NUMBER OF CONTRACT OWNERS
As of March 31, 1996 a date within 90 days prior to the date of filing,
there were 169,582 individual Contract Owners, 3,016 group Contract Owners of
the qualified Contracts, offered by the Portfolio Director prospectus of the
Registrant, and 6,890 individual Contract Owners and 7 group Contract Owners of
the non-qualified Contracts offered by the Portfolio Director prospectus. The
Registrant issues different contracts through other Registration Statements.
ITEM 28. INDEMNIFICATION
Set forth below is a summary of the general effect of applicable provisions
of the Depositor's Bylaws regarding indemnification of, and advancement of legal
expenses to, the Depositor's officers, directors and employees (collectively,
"Indemnitees").
The Depositor shall indemnify any Indemnitee who was or is a named
defendant or respondent or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative (including any action by or in the
right of the Depositor), or any appeal of such action, suit or proceeding and
any inquiry or investigation that could lead to such an action, suit or
proceeding, by reason of the fact that the Indemnitee is or was a director, or
officer or employee of the Depositor, or is or was serving at the request of the
Depositor as a director, officer, partner, venturer, proprietor, trustee,
employee, or similar functionary of another foreign or domestic corporation or
nonprofit corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise, against judgments, penalties
(including excise and similar taxes), fines, amounts paid in settlement, and
reasonable expenses (including court costs and
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<PAGE> 130
attorneys' fees) actually incurred by him in connection with such action, suit
or proceeding, if Indemnitee acted in good faith and in a manner he reasonably
believed, (i) in the case of conduct in his official capacity as a director of
the Depositor, to be in the best interests of the Depositor and (ii) in all
other cases, to be not opposed to the best interests of the Depositor; and, with
respect to any criminal action or proceeding, if Indemnitee had no reasonable
cause to believe his conduct was unlawful; provided, however that in the case of
any threatened, pending or completed action, suit or proceeding by or in the
right of the Depositor, the indemnity shall be limited to reasonable expenses
(including court costs and attorneys' fees) actually incurred in connection with
such action, suit or proceeding; and no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the Depositor or liable on the basis that personal benefit was
improperly received by him, whether or not the benefit resulted from an action
taken in the person's official capacity as a director or officer. The
termination of any action, suit or proceeding by judgment, order, settlement, or
conviction, or on a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the Indemnitee did not act in good faith and
in a manner which Indemnitee reasonably believed to be in the best interests of
the Depositor; and, with respect to any criminal action or proceeding, shall not
create a presumption that the person had reasonable cause to believe that his
conduct was unlawful.
Where an Indemnitee of the Depositor or other person entitled to indemnity
hereunder has been wholly successful, on the merits or otherwise, in defense of
any such action, suit or proceeding, Indemnitee shall be indemnified against
reasonable expenses (including court costs and attorneys' fees) actually
incurred by him in connection therewith.
Any indemnification (unless otherwise ordered by a court of competent
jurisdiction) shall be made by the Depositor only as authorized in a specific
case upon a determination that the applicable standard of conduct has been met.
Such determination shall be made (i) by the Board of Directors by a majority
vote of a quorum consisting of directors who at the time of the vote have not
been named as defendants or respondents in such action, suit or proceeding, or
(ii) if such a quorum cannot be obtained, by a majority vote of a committee of
the Board of Directors, designated to act in the matter by a majority vote of
all directors, consisting solely of two or more directors who at the time of the
vote are not named defendants or respondents in such action, suit or proceeding,
or (iii) by special legal counsel selected by the Board of Directors (or a
committee thereof) by vote in the manner set forth in subparagraphs (i) and (ii)
immediately above or if such a quorum cannot be obtained and such a committee
cannot be established, by a majority vote of all directors, or (iv) by the
shareholders in a vote that excludes the shares held by any Indemnitee who is
named as a defendant or respondent in such action, suit or proceeding.
Reasonable expenses incurred by an Indemnitee of the Depositor or other
person entitled to indemnity hereunder, who was, is or is threatened to be made
a named defendant or respondent in any such action, suit or proceeding described
above may be paid by the Depositor in advance of the final disposition thereof
upon (i) receipt of a written affirmation by the Indemnitee of his good faith
belief that he has met the standard of conduct necessary for indemnification
under this article and a written undertaking by or on behalf of the Indemnitee
to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Depositor as authorized under this article and
(ii) a determination that the facts then known to those making the determination
would not preclude indemnification under this article.
Notwithstanding any other provision of this article, the Depositor may pay
or reimburse expenses incurred by any Indemnitee of the Depositor or any other
person entitled to indemnity hereunder in connection with his appearance as a
witness or other participation in any action, suit or a proceeding described
above at a time when he is not named defendant or respondent in such action,
suit or proceeding.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant, as provided above or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
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<PAGE> 131
indemnification by the Depositor is against public policy, as expressed in the
Act, and therefore may be unenforceable. In the event (a) that a claim for such
indemnification (except insofar as it provides for the payment by the Depositor
of expenses incurred or paid by a director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted against the
Depositor by such director, officer or controlling person; and (b) the
Securities and Exchange Commission is still of the same opinion that the
Depositor or Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit such cause to a court of
appropriate jurisdiction, the question of whether such indemnification by the
Depositor is against public policy as expressed in the Act will be governed by
the final adjudication of such issue.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) VAMCO acts as exclusive distributor and principal underwriter of the
Registrant and as principal underwriter for the Series Company, a registered
investment company.
(b) The following information is furnished with respect to each officer and
director of VAMCO:
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH VAMCO
----------------------------------------- -----------------------------------------
<S> <C>
Stephen D. Bickell(1).................... Chairman of the Board of Directors
Joe C. Osborne(1)........................ Director and President
Cynthia A. Toles(1)...................... Director, Secretary and Assistant
Treasurer
Ronald E. Kopke(1)....................... Senior Vice President
Jane E. Bates(1)......................... Treasurer
D. Lynne Walters(1)...................... Tax Officer
Todd M. Adams............................ Vice President
8500 Normandale Lake Blvd.
Suite 750
Bloomington, MN 55437
Robert F. Bendall........................ Vice President
Two Summit Park Drive
Suite 410
Independence, OH 44131
Edward K. Boero.......................... Vice President
222 South Harbor Blvd.
10th Floor
Anaheim, CA 92805
Steven P. Boero.......................... Vice President
1900 O'Farrell Street
Suite 390
San Mateo, CA 94403-1311
Joe H. Connell........................... Vice President
10851 N. Black Canyon Hwy.
Suite 700
Phoenix, AZ 85029
James J. Costello........................ Vice President
1767 Sentry Parkway West 19
Suite 300
Blue Bell, PA 19422
Paige T. Davis........................... Vice President
7310 Ritchie Highway
Suite 800
Glen Burnie, MD 21060
</TABLE>
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<PAGE> 132
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH VAMCO
----------------------------------------- -----------------------------------------
<S> <C>
George E. Downing........................ Vice President
100 Ashford Center North
Suite 100
Atlanta, GA 30338
Robert G. Fillmore....................... Vice President
90 Woodbridge Center Dr.
Suite 410
Woodbridge, NJ 07095
James K. Graham.......................... Vice President
1301 West Long Lake Road
Suite 340
Troy, MI 48098
Richard R. Gumpert....................... Vice President
5400 LBJ Freeway
Suite 1340
Dallas, TX 75240
Thomas N. Lange.......................... Vice President
10006 N. Dale Mabry Hwy.
Suite 113
Tampa, FL 33618
Alden D. Lewis........................... Vice President
1800 S.W. First Avenue
Suite 505
Portland, OR 97201
David R. Lyle............................ Vice President
University Tower
3100 Tower Road
Suite 1601, Box 50
Durham, NC 27707
Sharon J. Novickas....................... Vice President
230 West Monroe
Suite 1550
Chicago, IL 60606
Robert A. Obester........................ Vice President
800 Gessner
Suite 1280
Houston, TX 77024
F. William Scott......................... Vice President
410 Amherst Street
Suite 250
Nashua, NH 03063
William G. Tubbs......................... Vice President
8555 North River Road
Suite 420
Indianapolis, IN 46240
Donald R. Van Putten..................... Vice President
165 South Union Blvd. West
Suite 1050
Lakewood, CO 80228
</TABLE>
- ---------------
(1) 2929 Allen Parkway, Houston, Texas 77019
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<PAGE> 133
(c) VAMCO is the principal underwriter for the Registrant. The licensed
agents who sell the forms of Contract covered by this registration statement are
compensated for such sales by commissions paid by Depositor. These commissions
do not result in any change to the Registrant or to Contract Owners,
Participants, Annuitants or Beneficiaries in addition to the charges described
in the prospectuses for the Contract.
ITEM 30. LOCATION OF ACCOUNTS 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:
The Variable Annuity Life Insurance Company
2929 Allen Parkway
Houston, Texas 77019
ITEM 31. MANAGEMENT SERVICES
There have been no management-related services provided to the Separate
Account for the last three fiscal years.
ITEM 32. UNDERTAKINGS
VALIC hereby commits itself, on behalf of the Contract Owners, to the
following undertakings:
1. To file a post-effective amendment to this registration statement
as frequently as necessary to ensure that the audited financial statements
in the registration statement are never more than 16 months old for so long
as payments under he variable annuity contracts may be accepted;
2. To include either (1) as part of any application to purchase a
contract offer by the prospectus, a space that an applicant can check to
request a Statement of Additional Information; or (2) a post card or
similar written communication affixed to or included in the prospectus that
the applicant can remove to send for a Statement of Additional Information:
3. To deliver any Statement of Additional Information and any
financial statements required to be made available under this form promptly
upon written or oral request.
ITEM 33. WITHDRAWAL RESTRICTIONS FOR 403(B) PLANS
The Tax Reform Act of 1986 added to the Internal Revenue Code a new Section
403(b)(11) which applies to tax years beginning after December 31, 1988. This
paragraph provides that withdrawal restrictions apply to contributions made and
interest earned subsequent to December 31, 1988. Such restrictions require that
distributions not begin before age 59 1/2, separation from service, death,
disability, or hardship (only employee contributions without accrued interest
may be withdrawn in case of hardship). These withdrawal restrictions appear in
Section 403(b) Annuities for Employees of Certain Tax-Exempt Organizations or
Public Educational Institutions in the Prospectus for Contracts of this
Registration Statement.
The Company relies on a no-action letter issued by the Securities and
Exchange Commission on November 28, 1988 stating that no enforcement action
would be taken under sections 22(e), 27(c)(1), or 27(d) of the Investment
Company Act of 1940 if, in effect, the Company permits restrictions on cash
distributions from elective contributions to the extent necessary to comply with
Section 403(b)(11) of the Internal Revenue Code in accordance with the following
conditions:
(1) Include appropriate disclosure regarding the redemption
restrictions imposed by Section 403(b)(11) in each registration statement,
including the prospectus, used in connection with the offer of the
Contract;
(2) Include appropriate disclosure regarding the redemption
restrictions imposed by Section 403(b)(11) in any sales literature used in
connection with the offer of the Contract;
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<PAGE> 134
(3) Instruct sales representatives who solicit participants to
purchase the Contract specifically to being the redemption restrictions
imposed by Section 403(b)(11) to the attention of the potential
participants;
(4) Obtain from each plan participant who purchases a Section 403(b)
annuity Contract, prior to or at the time of such purchase, a signed
statement acknowledging the participant's understanding of (1) the
restrictions on redemption imposed by Section 403(b)(11), and (2) the
investment alternatives available under the employer's Section 403(b)
arrangement, to which the participant may elect to transfer his contract
value.
The Company has complied, and is complying, with the provisions of
paragraphs (1)-(4) above.
The Company relies on Rule 6c-7 of the Investment Company Act of 1940 (the
"Act") which states that a registered separate account, and any depositor of or
underwriter for such account, shall be exempt from the provisions of sections
22(e), 27(c)(1) and 27(d) of the Act with respect to this Contract participating
in this account to the extent necessary to permit compliance with the Texas
Optional Retirement Program (Program) in accordance with the following
conditions:
(a) include appropriate disclosure regarding the restrictions on
redemption imposed by the Program in each registration statement, including
the prospectus, used in connection with the Program;
(b) include appropriate disclosure regarding the restrictions on
redemption imposed by the Program in any sales literature used in
connection with the offer of this Contract to Program participants;
(c) instruct salespeople who solicit Program participants to purchase
this Contract specifically to bring the restrictions on redemption imposed
by the Program to the attention of potential Program participants.
(d) obtain from each Program participant who purchases this Contract
in connection with the Program, prior to or at the time of such purchase, a
signed statement acknowledging the restrictions on redemption imposed by
the Program.
The Company has complied, and is complying, with the provisions of
paragraphs (a)-(d) above.
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<PAGE> 135
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, The Variable Annuity Life Insurance Company Separate
Account A, has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the City of Houston, State of Texas, on the 28th day of June,
1996.
<TABLE>
<S> <C> <C> <C>
THE VARIABLE ANNUITY LIFE INSURANCE
COMPANY SEPARATE ACCOUNT A
The Variable Annuity Life
Insurance Company
Attest: /s/ CYNTHIA A. TOLES By: /s/ STEPHEN D. BICKEL
--------------------------------------- ---------------------------------------
Cynthia A. Toles Stephen D. Bickel
Secretary Chairman and Chief Executive Officer
</TABLE>
<PAGE> 136
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Depositor, The Variable Annuity Life Insurance Company, has duly
caused this amendment to be signed on its behalf by the undersigned thereunto
duly authorized, and its seal to be hereunto affixed and attested, all in the
City of Houston, State of Texas, on the 28th day of June, 1996.
<TABLE>
<S> <C> <C> <C>
THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY
Attest: /s/ CYNTHIA A. TOLES By: /s/ STEPHEN D. BICKEL
--------------------------------------- ---------------------------------------
Cynthia A. Toles Stephen D. Bickel
Secretary Chairman and Chief Executive Officer
</TABLE>
<PAGE> 137
Pursuant to the requirements of the Securities Act of 1933, this amendment
has been signed below by the following persons in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ---------------------------- --------------
<C> <S> <C>
/s/ STEPHEN D. BICKEL Chairman and Chief Executive June 28, 1996
- --------------------------------------------- Officer
Stephen D. Bickel
/s/ THOMAS L. WEST, JR. President and Director June 28, 1996
- ---------------------------------------------
Thomas L. West, Jr.
/s/ BRENT C. NELSON Senior Vice President, June 28, 1996
- --------------------------------------------- Controller and Director
Brent C. Nelson
/s/ BRENT C. NELSON Principal Accounting Officer June 28, 1996
- ---------------------------------------------
Brent C. Nelson
** Senior Chairman of the Board June 28, 1996
- --------------------------------------------- of Directors
Harold S. Hook
* Senior Chairman of the Board June 28, 1996
- --------------------------------------------- of Directors
Robert M. Devlin
* Vice Chairman of the Board June 28, 1996
- --------------------------------------------- of Directors
Jon P. Newton
* Senior Vice President -- June 28, 1996
- --------------------------------------------- Operations and Director
Sam E. Magee
* Senior Vice President -- June 28, 1996
- --------------------------------------------- Marketing and Director
Joe C. Osborne
* Vice President, Chief June 28, 1996
- --------------------------------------------- Investment Officer and
Peter V. Tuters Director
* Director June 28, 1996
- ---------------------------------------------
Austin P. Young
*By: /s/ CYNTHIA A. TOLES June 28, 1996
- ---------------------------------------------
Cynthia A. Toles
Attorney-in-Fact
**By: /s/ STEPHEN D. BICKEL June 28, 1996
- ---------------------------------------------
Stephen D. Bickel
Attorney-in-Fact
</TABLE>
<PAGE> 138
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO.
- ----------------
<S> <C>
8(c) -- Order Transmission Agreement between The Variable Annuity Life Insurance
Company and Scudder Service Corporation
8(d) -- Fund Participation Agreement between The Variable Annuity Life Insurance
Company and Putnam Mutual Funds Corp.
8(e) -- Fund Participation Agreement between The Variable Annuity Life Insurance
Company and Twentieth Century Investors, Inc.
8(f) -- Fund Participation Agreement between The Variable Annuity Life Insurance
Company and Founders Growth Fund Inc.
8(g) -- Master Shareholder Services Agreement between The Variable Annuity Life
Insurance Company and Franklin/Templeton Group of Funds
8(h) -- Participation Agreement between The Variable Annuity Life Insurance
Company and Vanguard Group, Inc.
8(i) -- Agreement between The Variable Annuity Life Insurance Company and
Neuberger & Berman Management Inc.
10. -- Consent of Independent Auditors
14. -- Financial Data Schedule (Exhibit 27 for purposes of electronic filing).
</TABLE>
- ---------------
* Page numbers inserted in manually signed copy only
<PAGE> 1
EXHIBIT 8(c)
ORDER TRANSMISSION AGREEMENT
AGREEMENT made as of the 6 day of May, 1996, by and between SCUDDER
SERVICE CORPORATION, a Massachusetts corporation with its principal office at
Two International Place, Boston, Massachusetts 02110 ("Transfer Agent"), and
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a life insurance company organized
under the laws of the State of Texas ("Service Provider") on its own behalf and
on behalf of each segregated asset account set forth on Schedule A hereto, as
amended from time to time (each such account is hereinafter referred to as
"Account").
WHEREAS Transfer Agent serves as transfer agent, dividend disbursing
agent and agent in connection with certain other matters for the investment
company listed on Schedule B hereto, as such Schedule B may be amended from
time to time with the mutual consent of the parties hereto as well as other
Scudder investment companies (each such investment company a "Scudder Fund"
and, collectively, the "Scudder Funds"), each of which is an open-end
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS Service Provider provides certain administrative and
recordkeeping services as agent for certain employee benefit plans,
profit-sharing plans and retirement plans, or under annuity contracts which
include or propose to include as investment alternatives certain Scudder Funds;
WHEREAS Service Provider has established Account to offer variable
contracts ("Contracts") and to the extent permitted by applicable laws, Service
Provider intends to purchase shares of the Scudder Fund listed on Schedule B to
fund the Contracts; and
WHEREAS Transfer Agent desires to appoint Service Provider as agent
for the Scudder Funds listed on Schedule B solely with respect to the employee
benefit plans, profit-sharing plans and retirement plans and Contracts (each
such plan or Contract a "Plan" and, collectively, the "Plans") in the Accounts,
and Service Provider desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. TERMS OF APPOINTMENT; DUTIES OF THE PARTIES
1.01. Agent for Order Processing. Subject to the terms and
conditions set forth in this Agreement, Transfer Agent hereby appoints Service
Provider to act as, and Service Provider agrees to act as, agent for the sole
purpose of accepting orders for the purchase, and requests for the redemption,
of the authorized and issued shares of beneficial interest of any Scudder Fund
listed on Schedule B (the "Shares") purchased, held or redeemed by a Plan. If
a Scudder Fund offers two or more series of Shares, at any time, each such
series shall be deemed at such time to be a Scudder Fund, unless otherwise
indicated herein.
<PAGE> 2
1.02. Purchases. Such Scudder Funds agree to make Shares available
for purchase by Service Provider and the Account at the applicable net asset
value per share on those days on which the Fund calculates its net asset value
pursuant to the rules of the Securities and Exchange Commission.
1.03. Service Provider. Except as provided specifically herein,
Service Provider shall not be, and shall not hold itself out as, an agent of
Transfer Agent or any Scudder Fund. Service Provider shall perform the
following functions on behalf of the Plans in accordance with procedures
established from time to time by agreement of Transfer Agent and Service
Provider, and subject to terms and conditions set forth in each Scudder Fund's
current prospectus:
(a) Receive from the Contract owners, Plans, Plan
participants, Plan sponsors, authorized Plan committees or Plan Trustees,
according to Plan Agent's agreement with each Plan, by the close of regular
trading on the New York Stock Exchange (the "Close of Trading") each business
day that the New York Stock Exchange is open for business ("Business Day")
orders for the purchase of Shares and requests for the redemption of Shares
(together, "Instructions");
(b) Based on Instructions received each Business Day,
compute net purchase orders or net redemption requests for Shares for each
Scudder Fund for each omnibus account (together, "Orders");
(c) Maintain adequate records related to, and advise
Transfer Agent as to, the foregoing. To the extent required under applicable
law, Service Provider agrees that such records maintained by it hereunder are
the property of Scudder Funds and will be maintained, preserved and made
available in accordance with applicable law, and copies or, if required,
originals will be surrendered promptly to Transfer Agent on and in accordance
with its request. Records maintained hereunder shall be in machine readable
form, except to the extent that Service Provider has maintained such records
only in paper form. This provision shall survive the termination of this
Agreement.
1.04. Equipment. Service Provider shall maintain adequate offices,
personnel and computer and other equipment to perform the services contemplated
by this Agreement. Service Provider shall notify Transfer Agent promptly in
the event that it becomes unable for any reason to perform the services
contemplated by, or any other of its obligations under, this Agreement.
1.05. Insurance. Service Provider shall maintain at all times
general liability and other insurance coverage, including errors and omissions
coverage, that is reasonable and customary in light of its duties hereunder,
with limits of not less than $5 million. Service Provider shall maintain at
all times a fidelity bond covering Service Provider and its employees and
agents, with a limit of not less than $5 million. Such insurance coverage and
such fidelity bond shall be issued by a qualified insurance carrier with a
Best's rating of at least "A" or with the highest rating of a nationally
recognized statistical rating organization. Notwithstanding any provision to
the contrary
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<PAGE> 3
herein, no provision of this Agreement shall relieve an insurer of any
obligation to pay to any Scudder Fund, Transfer Agent or any affiliate of
Transfer Agent, Service Provider, or any other insured party any claim that
would be a covered claim in the absence of any provision hereof.
1.06. Disclosure to Plans. Service Provider shall ensure that the
arrangements provided for in this Agreement are properly disclosed to the
Plans.
1.07. Transmission of Information to Service Provider. In
accordance with procedures established from time to time by agreement of the
Transfer Agent and Service Provider, Transfer Agent shall use its best efforts
to transmit to Service Provider the following information for each Scudder
Fund, as received by Transfer Agent from third parties, no later than 6:30 p.m.
Boston time on each Business Day as appropriate:
(a) Net asset value information as of the Close of
Trading each Business Day, when such information is used to process trades;
(b) Dividend and capital gains distribution information,
as its arises, when such information is used for crediting accounts; and
(c) Daily accrual for interest rate factor (mil rate)
information with respect to Scudder Funds which declare dividends daily, as
well as any income or capital gains distributions payable on the relevant
Shares, when such information is used for crediting accounts.
1.08. Transmission of Information to Transfer Agent. Service
Provider shall perform the following services in accordance with procedures
established from time to time by agreement of Transfer Agent and Service
Provider, and subject to terms and conditions set forth in each Scudder Fund's
current prospectus:
(a) Immediately prior to the Close of Trading each
Business Day, Service Provider shall communicate to itself, in its capacity as
agent of each Scudder Fund to the extent such Instructions refer to such
Scudder Fund, all Instructions received by Service Provider since the Close of
Trading the preceding Business Day.
(b) Communicate Orders to Transfer Agent, for acceptance
by the Scudder Funds or their agents, in the manner specified herein, and
promptly deliver, or instruct the Plans (or the Plans' trustees as the case may
be) to deliver, appropriate documentation and, in the case of purchase
requests, payment therefor to Transfer Agent. The Business Day on which such
Orders are received in proper form by Service Provider and time stamped by the
Close of Trading will be the date as of which the shares of Scudder Funds shall
be deemed purchased, exchanged or redeemed. Proper form shall be interpreted
to mean when amounts invested or redeemed are identified on Service Provider's
system by participant, Contract, Plan and Fund in accordance with Service
Provider's standard procedures for processing transactions.
-3-
<PAGE> 4
(c) Service Provider shall communicate such Orders to
Transfer Agent by no later than 9:00 a.m. Boston time the following Business
Day. Orders shall be based solely on Instructions received by Service Provider
from the Plans, Plan participants, Plan sponsors, authorized Plan committees or
Plan trustees, according to Service Provider's agreement with each Plan, by the
Close of Trading each Business Day. Instructions received by Service Provider
after the Close of Trading on any Business Day shall be treated as received on
the next Business Day. Provided that Service Provider complies with the
foregoing terms and conditions, Service Provider will be deemed to be agent of
each Scudder Fund to the extent such Instructions refer to such Scudder Fund
for the sole purpose of receiving Instructions from itself as Service Provider
immediately prior to the Close of Trading each Business Day and communicating
Orders based on such Instructions to Transfer Agent, all as specified herein,
and the Business Day on which Instructions are received by Service Provider
immediately prior to the Close of Trading will be the Business day as of which
Orders will be deemed received by Transfer Agent as a result of such
Instructions.
(d) If Service Provider's order requests the application
of redemption proceeds from the redemption of Shares of one Scudder Fund to the
purchase of Shares of another Scudder Fund, Transfer Agent shall apply such
proceeds on the same Business Day that the redemption is processed so long as
the Fund's registration statements permit such exchanges.
1.09. Settlement. Service Provider agrees that it will use its best
efforts to arrange for payment for net purchases of Shares attributable to all
Orders executed prior to the Close of Trading on a given Business Day to be
wired to Transfer Agent by 12:00 p.m. (noon) eastern time the first Business
Day following receipt of such Orders by Service Provider. The Transfer Agent
agrees that it will use its best efforts to arrange for payment for net
redemptions for Shares attributable to all Orders executed prior to 4:00 p.m.
on a given Business Day to be wired to Service Provider by 12:00 p.m. (noon)
eastern time the first Business Day following receipt of such Orders by
Transfer Agent.
1.10. Representations Regarding Shares. Any representation made by
Service Provider regarding any Shares or Scudder Fund shall be in its capacity
as agent of the Plans and not in its capacity as Service Provider. Service
Provider shall make no representation in any capacity regarding any Shares or
Scudder Fund except as set forth in such Scudder Fund's current prospectus or
current sales literature furnished by Transfer Agent. Neither the Transfer
Agent nor the Scudder Funds will make any representation on behalf of Service
Provider or concerning Service Provider, Account or the Contracts, other than
information or representations contained in a current registration statement
for such Contracts or current sales literature approved by Service Provider.
1.11. Confidentiality of Information. Service Provider and Transfer
Agent agree that all books, records, information and data pertaining to the
business of the other party which are exchanged or received pursuant to the
negotiation or the carrying out of this Agreement shall be
-4-
<PAGE> 5
kept confidential and shall not be voluntarily disclosed to any other person,
except as may be required by law. This provision shall survive the termination
of this Agreement.
1.12. Redundancy. Service Provider shall maintain or provide for
redundant facilities and shall maintain or provide for backup files of its
records maintained hereunder and shall store such back-up files in a secure
off-premises location, so that in the event of a power failure or other
interruption of whatever cause at the location of its records Service
Provider's records are maintained intact and transactions can be processed at
another location.
1.13. Compliance with Law. Service Provider and Transfer Agent
shall comply with all federal and state securities laws and regulations
thereunder in connection with its responsibilities under this Agreement.
Service Provider understands and agrees that, except that the Scudder Fund
listed on Schedule B will comply with current California state insurance law
borrowing and diversification requirements to the extent represented in the
letter attached as Schedule C hereto, no Scudder Fund will be managed in a way
that ensures compliance with state insurance laws or regulations. In addition,
if future state insurance laws or requirements are deemed by any Scudder Fund
to be unduly burdensome, either party may exercise its option to terminate this
Agreement under Section 6, except that such termination shall take effect
immediately.
1.14. No Impairment of Scudder's Authority. No provision of this
Agreement shall limit in any way the authority of any Scudder Fund or of the
distributor of any Scudder Fund to take such action as it deems appropriate in
connection with matters relating to the operation of such Scudder Fund and the
sale of its shares.
1.15. Authority of Service Provider. Service Provider acknowledges
that it is not authorized by any Scudder Fund to register the transfer of any
Scudder Fund's Shares or to transfer record ownership of any Scudder Fund's
Shares, and that only the Transfer Agent is authorized to perform such
activities.
1.16. Distribution Election. Service Provider hereby elects to
receive all income, dividend and capital gains distributions in the form of
additional Shares. Service Provider reserves the right to revoke this election
and receive all such distributions in cash. Transfer Agent shall notify
Service Provider of the number of Shares so issued as payment of such dividends
and other distributions.
1.17. Shareholder Materials. Upon request, Service Provider will
receive, without expense to Service Provider, copies of the Scudder Funds'
prospectuses, proxy statements and shareholder reports. To the same extent
Transfer Agent supplies such documents to Scudder Fund shareholders generally,
the Transfer Agent will furnish copies of these documents to Service Provider
promptly after they are filed. The Transfer Agent will furnish to Service
Provider each piece of sales literature or other promotional material in which
Service Provider is named at least fifteen days prior to its intended use. No
such material will be used which references Service Provider if Service
Provider objects to its use in writing within ten days after receipt of such
material.
-5-
<PAGE> 6
1.18. Pricing Errors. In the event adjustments are required to
correct any reprocessed error in the computation of the net asset value of a
Scudder Fund's Shares affected by this Agreement, upon becoming aware of such
reprocessing, the Transfer Agent shall notify the Service Provider as soon as
practicable. At such time, Transfer Agent will inform Service Provider of
actions taken and discuss how it intends to proceed with Service Provider.
With respect to reprocessed errors relevant to this Agreement, the Transfer
Agent shall disclose to Service Provider for each day for which an error
occurred the incorrect price, the correct price and, to the extent communicated
to the Fund's shareholders, the reason for the price change.
2. COMPENSATION
Service Provider shall not receive from Transfer Agent (or from any
affiliate of Transfer Agent or from any Scudder Fund) any monetary compensation
for the services rendered hereunder, nor any reimbursement of expenses incurred
hereunder. Transfer Agent shall not receive from Service Provider any monetary
compensation for the services rendered hereunder, nor any reimbursement of
expenses incurred hereunder.
3. REPRESENTATIONS AND WARRANTIES
3.01. Service Provider's Representations. Service Provider
represents and warrants to Transfer Agent that:
(a) It is an insurance company duly organized and validly
existing and in good standing under the laws of the State of Texas;
(b) It has full power and authority under applicable law
to carry on its business, and is registered or licensed as required, in each
jurisdiction where it conducts its business;
(c) It has full power and authority under applicable law,
and has taken all actions necessary, to enter into and to perform this
Agreement;
(d) It is duly registered as a transfer agent under
section 17A of the 1934 Act and as a broker- dealer under section 15 of the
1934 Act or if it is not so duly registered, it is not required to be so
registered and will not be required to be so registered in order to perform
this Agreement;
(e) Either (i) no shares of any Scudder Fund are being
purchased or redeemed for any insurance company contract, or (ii) each contract
based on any insurance company segregated asset account for which shares of any
Scudder Fund are being purchased or redeemed is (a) a "pension plan contract"
within the meaning of Code Sections 817(e) and 818(a) that is treated as a
contract that provides for the payments of annuities for purposes of Code
Section 817(d), or (b) a contract which is not a "pension plan contract" within
the meaning of Section 817(e) and Section 818(a) and is issued
-6-
<PAGE> 7
only to corporate, governmental or other entities which are either not subject
to tax or are not natural persons and are taxable in any event on any income on
a Contract;
(f) The owner of each such contract described in (e)(ii)
above will either (i) not be denied treatment as an annuity contract under the
Code, and the owner of each such contract will not be treated as the owner of
Scudder Fund Shares that are the underlying investments of such contract (for
example, by reason of (1) a failure to satisfy the diversification requirement
of Code Section 817(h) and the underlying Treasury regulations or (2) its
investment in one or more mutual funds, including a Scudder Fund, the shares of
which are accessible by the public other than through the purchase of a
variable contract) or (ii) will be treated as the owner of Scudder Fund Shares
but will not be taxable or suffer any adverse tax consequence as a result of
such ownership;
(g) It maintains and knows of no reason why it cannot or
will not during the term hereof maintain adequate offices, personnel and
computer and other equipment to perform the services contemplated by this
Agreement; and
(h) It will comply with all applicable laws.
3.02. Transfer Agent's Representations. Transfer Agent represents
and warrants to Service Provider that:
(a) It is a corporation duly organized, validly existing
and in good standing under the laws of The Commonwealth of Massachusetts;
(b) It has full power and authority to carry on its
business in The Commonwealth of Massachusetts;
(c) It has full power and authority under applicable law,
and has taken all actions necessary, to enter into and to perform this
Agreement;
(d) It is authorized to appoint Service Provider as agent
for the Scudder Funds;
(e) It is duly registered as a transfer agent under
section 17A of the 1934 Act;
(f) It will comply with all applicable laws (subject to
Section 1.13 hereof); and
(g) A copy of each Scudder Fund's Articles of
Incorporation or Declaration of Trust is on file with the Secretary of the
State of Maryland or the Commonwealth of Massachusetts, as applicable.
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<PAGE> 8
4. INDEMNIFICATION
4.01. By Transfer Agent. Transfer Agent shall indemnify and hold
Service Provider and its directors, officers and employees harmless from and
against any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liabilities (including amounts paid in settlement with Transfer
Agent's consent) arising out of or attributable to Transfer Agent's refusal or
failure to comply with the provisions of this Agreement (whether as a result of
the acts or omissions of Transfer Agent), or arising out of the lack of good
faith, negligence or willful misconduct of Transfer Agent, or arising out of
the breach of any representation or warranty of Transfer Agent hereunder (or
arising out of any actual or alleged material misstatement or omission of a
material fact neccesary in order to make the statements made, in light of the
circumstances under which they were made, not misleading, of Transfer Agent
(unless made in reliance upon information provided by Service Provider). This
obligation is subject to notice to the other party within a reasonable time
after the claim becomes known to the indemnitee. Indemnitor shall be entitled
to assume the defense of any action against indemnitee, with counsel
satisfactory to indemnitee. After indemnitor assumes such defense, indemnitee
shall bear the legal fees and other expenses incurred independently other than
reasonable costs of litigation.
4.02. By Service Provider. Service Provider shall indemnify and
hold Transfer Agent and its directors, officers and employees harmless from and
against any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liabilities (including amounts paid in settlement with Service
Provider's consent) arising out of or attributable to Service Provider's
refusal or failure to comply with the provisions of this Agreement (whether as
a result of the acts or omissions of Service Provider), or arising out of the
lack of good faith, negligence or willful misconduct of Service Provider, or
arising out of the breach of any representation or warranty of Service Provider
hereunder or arising out of any actual or alleged material misstatement or
omission of a material fact neccesary in order to make the statements made, in
light of the circumstances under which they were made, not misleading, of
Service Provider (unless made in reliance upon information provided by Transfer
Agent). This obligation is subject to notice to the other party within a
reasonable time after the claim becomes known to the indemnitee. Indemnitor
shall be entitled to assume the defense of any action against indemnitee, with
counsel satisfactory to indemnitee. After indemnitor assumes such defense,
indemnitee shall bear the legal fees and other expenses incurred independently
other than reasonable costs of litigation.
4.03. Acts of God. In the event either party is unable to perform
its obligations under the terms of this Agreement because of acts of God,
strikes, equipment or transmission failure or damage reasonably beyond its
control, or other causes reasonably beyond its control, such party shall not be
liable to the other for any damages resulting from such failure to perform or
otherwise from such causes.
4.04. No Consequential Damages. Neither party to this Agreement
shall be liable to the other party for consequential damages under any
provision of this Agreement.
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<PAGE> 9
4.05. Claim Procedure. In order that the indemnification provisions
contained herein shall apply, upon the assertion of a claim or loss for which
either party may be required to indemnify the other, the party seeking
indemnification shall promptly notify the other party of such assertion or
loss, and shall keep the other party advised with respect to all developments
concerning such claim. The party who may be required to indemnify shall have
the option to participate at its expense with the party seeking indemnification
in the defense of such claim. The party seeking indemnification shall in no
case confess any claim or make any compromise in any case in which the other
party may be required to indemnify it except with the other party's prior
written consent. The obligations of the parties hereto under this section 4
shall survive the termination of this Agreement.
5. ACKNOWLEDGMENTS
5.01. Service Provider Acting for Plans. The parties acknowledge
that Service Provider will provide certain services to the Plans as agent of
the Plans, which may involve, among other things, preparing informational or
promotional materials that may refer to the Scudder Funds and responding to
telephone inquiries from Plan participants. The parties acknowledge that the
provision of such services and any other actions of Service Provider related to
the Scudder Funds and not specifically authorized herein are outside the scope
of Service Provider's responsibilities under this Agreement.
5.02. Laws Applicable to Funds. Service Provider acknowledges that
each Scudder Fund, as a registered investment company under the 1940 Act, is
subject to the provisions of the 1940 Act and regulations thereunder, and that
the offer and sale of its shares are subject to the provisions of federal and
state laws and regulations applicable to the offer and sale of securities.
Transfer Agent acknowledges that Service Provider is not responsible for such
Scudder Fund's compliance with such laws and regulations. If Transfer Agent
advises Service Provider that a procedure of Service Provider related to the
discharge of its obligations hereunder has or may have the effect of causing a
Scudder Fund to violate any of such laws or regulations, Service Provider and
Transfer Agent shall develop a mutually agreeable alternative procedure which
does not have such effect. Transfer Agent shall cooperate with Service
Provider and appropriate governmental authorities having jurisdiction and shall
permit these authorities reasonable access to its books and records in
connection with any (i) inquiry or (ii) investigation, in each case, which
relates to the Agreement.
5.03. Relationship of Parties. Except for the limited purpose
provided in Section 1 of this Agreement, it is understood and agreed that all
services performed hereunder by Service Provider shall be as an independent
contractor and not as an employee or agent of the Transfer Agent or Scudder
Funds, and none of the parties shall hold itself out as an agent of any other
party with the authority to bind such party. Neither the execution nor
performance of this Agreement shall be deemed to create a partnership or joint
venture by and among any of the Service Provider, Transfer Agent and any of
either parties' affiliate companies.
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<PAGE> 10
6. TERMINATION OF AGREEMENT
6.01. By the Parties. This Agreement may be terminated by either
party upon ninety (90) days written notice to the other. This Agreement may be
terminated by any party immediately upon notice to the other party in the event
that (a) a party becomes unable for any reason to perform the services
contemplated by this Agreement, (b) the performance by a party of the services
contemplated by this Agreement becomes in the other party's reasonable judgment
unlawful or ceases to satisfy the other party's reasonable standards and so
becomes unacceptable to the other party, (c) Transfer Agent ceases to be the
transfer agent for the Scudder Funds, (d) the Scudder Funds cease to be
investment alternatives under the Plans or (e) any party materially breaches
this Agreement. If the Scudder Funds cease to be an investment alternative for
any individual Plan, the provisions of this Agreement will no longer apply to
such Plan. Notwithstanding any termination of the Agreement, to the extent
Plans are already invested in Shares, Plans shall be permitted to maintain such
investments and Service Provider may continue to provide Administrative
Services to such Plans in connection with such investments. In this regard,
Transfer Agent shall have a continuing obligation to cooperate to the extent
reasonable with Service Provider in its provision of services to the Plans.
The obligations of Transfer Agent under Section 1.17 shall continue
notwithstanding termination of the Agreement, as long as the Account holds
shares of the Scudder Funds on behalf of any Contract owner.
6.02. Termination Procedures. Upon termination of this Agreement,
each party shall return to the other party all copies of confidential or
proprietary materials or information received from such other party hereunder,
other than materials or information required to be retained by such party under
applicable laws or regulations. The obligations of the parties under this
subsection 6.02 shall survive the termination of this Agreement.
7. ASSIGNMENT
7.01. Assignment and Delegation. Neither this Agreement nor any
rights or obligations hereunder may be assigned or delegated by either party
without the written consent of the other party.
7.02. Successors. This Agreement shall inure to the benefit of and
be binding upon the parties and their respective permitted successors and
assigns.
8. NOTICES
Notices hereunder shall be in writing, shall be delivered personally,
sent by certified mail (return receipt requested), or sent by facsimile machine
in accordance with procedures established by agreement of the parties hereto,
and shall be addressed to a party either at its address below or at a changed
address specified by it in a notice to the other party hereto:
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<PAGE> 11
Transfer Agent: SCUDDER SERVICE CORPORATION
Two International Place
Boston, Massachusetts 02110
Attention: Steven J. Towle
Vice President
Service Provider: THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
2929 Allen Parkway
Houston, Texas 77019
Attention: Cynthia A. Toles
9. AMENDMENT
This Agreement may be amended or modified only by a written agreement
executed by both parties.
10. MASSACHUSETTS LAW TO APPLY
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts, without regard to conflicts of laws principles.
11. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written. The Agreement is intended to set forth the
rights, duties and responsibilities between Transfer Agent and Service Provider
with respect to the subject matter hereof. Nothing contained in this Agreement
is intended to convey rights to any third parties, such as Plans, Plan Trustees
or Plan participants.
12. LIMITATION OF LIABILITY OF THE TRUSTEES AND THE SHAREHOLDERS
It is understood and expressly stipulated that none of the trustees,
officers, agents, or shareholders of any Scudder Fund shall be personally
liable hereunder. It is understood and acknowledged that all persons dealing
with any Scudder Fund must look solely to the property of such Scudder Fund for
the enforcement of any claims against such Scudder Fund as neither the
trustees, officers, agents or shareholders assume any personal liability for
obligations entered into on behalf of any Scudder Fund. No series of any
Scudder Fund, if any, shall be liable for the obligations of any other series.
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<PAGE> 12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.
SCUDDER SERVICE CORPORATION THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY
By: /s/ DAVID S. LEE By: /s/ STEPHEN D. BICKEL
--------------------------------- ----------------------------------
Name: David S. Lee Name: Stephen D. Bickel
Title: Vice President Title: Chairman and CEO
-12-
<PAGE> 13
SCHEDULE A
LIST OF SEPARATE ACCOUNTS
The Variable Annuity Life Insurance Company Separate Account A
<PAGE> 14
SCHEDULE B
LIST OF SCUDDER FUNDS
Scudder Growth and Income Fund
<PAGE> 15
SCHEDULE C
See attached page
<PAGE> 16
[SCUDDER, STEVENS & CLARK, INC. LETTERHEAD]
May 6, 1996
VIA FEDERAL EXPRESS
Mr. Charles Quackenbush
Insurance Commissioner
California Department of Insurance
770 L Street, Suite 1120
Sacramento, CA 95814
Dear Sir:
Re: Investment Restrictions
We submit this commitment letter to you in support of The Variable Annuity Life
Insurance Company's (VALIC) amendment to its application for variable annuity
authority in California, to satisfy the Department's requests regarding the
underlying portfolios of VALIC's separate accounts.
Scudder, Stevens & Clark, Inc. (Scudder) commits that the Scudder Growth &
Income Fund will conform to California's current borrowing limits and foreign
investment diversification requirements as follows:
BORROWING LIMITS
The limits are (1) 10% of net asset value when borrowing for any general
purpose; and (2) 25% of net asset value when borrowing as a temporary measure
to facilitate redemptions. Net asset value of a portfolio is the market value
of all investments or assets owned less outstanding liabilities of the
portfolio at the time that any new or additional borrowing is undertaken.
FOREIGN INVESTMENTS DIVERSIFICATION REQUIREMENTS
As we understand it, these guidelines are not applicable to Scudder Growth &
Income Fund to the extent that it does not invest in foreign securities.
However, these guidelines are that:
<PAGE> 17
Mr. Charles Quackenbush
May 6, 1996
Page 2
1. A portfolio will be invested in a minimum of five different foreign
countries at all times. However, this minimum is reduced to four when foreign
country investments comprise less than 80% of the portfolio's net asset value;
to three when less than 60% of such value; to two when less than 40% and to one
when less than 20%.
2. Except as set forth in items 3 and 4 below, a portfolio will have no more
than 20% of its net asset value invested in securities of issuers located in
any one country.
3. A portfolio may have an additional 15% of its value invested in securities
of issuers located in any one of the following countries: Australia, Canada,
France, Japan, the United Kingdom or Germany.
4. A portfolio's investments in the United States issuers are not subject to
the foreign country diversification guidelines.
Scudder represents that the investment objectives and policies of Scudder
Growth & Income Fund currently and in the foreseeable future will meet the
above-stated requirements. Scudder reserves the right, however, on behalf of
the Fund, to withdraw this commitment by written notice to you and to VALIC, if
the investment objectives or policies of the Fund should change in such a way
that such limits and requirements will not continue to be met.
Very truly yours,
/s/ E. MICHAEL BROWN
E. Michael Brown
EMB/smh
cc: James Janke, Esq. - VALIC
<PAGE> 1
EXHIBIT 8(d)
FUND PARTICIPATION AGREEMENT
WHEREAS The Variable Annuity Life Insurance Company ("VALIC") for itself and on
behalf of its Separate Account A (the "Account") desires to purchase shares of
the Putnam Funds listed on the attached Schedule A (the "Funds") to be made
available to serve as underlying investment media for certain group annuity
contracts (the "Contracts") to be offered by VALIC;
WHEREAS Putnam Mutual Funds Corp., the Funds' distributor (the "Distributor"),
desires to sell shares of the Funds to VALIC for such purposes; and
WHEREAS, VALIC and the Distributor desire to enter into an agreement to provide
for certain administrative, service and procedural matters in connection with
such sales.
NOW THEREFORE, VALIC and the Distributor agree as follows as of this ___ day of
May, 1996.
1. VALIC represents that it has established the Account as a separate
account under Texas law to serve as an investment vehicle for the
Contracts. The Contracts provide for the allocation of net amounts
received by VALIC to separate divisions of the Account for investment
in the shares of specified investment companies selected among those
investment companies available through the Account to act as
underlying investment media. Selection of a particular investment
company series is made by the owner of the Contract (the "Contract
Owner") who may change such selection from time to time in accordance
with the terms of the applicable Contract.
2. VALIC agrees to make every reasonable effort to market its Contracts.
It will give equal emphasis and promotion to shares of the Funds as is
given to other underlying investments of the Account. In marketing
its Contracts, VALIC will comply with all applicable state or federal
laws, including, but not limited to, delivering prospectuses for the
Funds to potential and actual Contract Owners as required by
applicable securities laws.
3. The Distributor represents that it is registered as a broker-dealer
under the Securities Exchange Act of 1934, and may properly cause
shares of the Funds to be made available for the purposes of this
Agreement pursuant to a general distribution agreement between the
Funds and the Distributor, that the Funds are duly registered under
the Investment Company Act of 1940, as amended,
<PAGE> 2
and the shares of the Funds have been registered under the Securities
Act of 1933, as amended.
4. The Distributor shall provide net asset value, dividend information
and capital gain information at the close of trading each Business Day
to VALIC. The Distributor shall use its best efforts to supply such
information by 6:30 p.m. on such Business Day. The Distributor
appoints VALIC as its agent for the limited purpose of accepting
orders for purchases and redemptions of shares of the Funds from
Contract Owners. Orders by VALIC for the Account will be placed and
payment for net purchases will be wired to a custodial account
designated by the Funds. Orders for liquidation of shares of the
Funds will be wired from the Funds' custodial account to an account
designated by VALIC. The Funds will execute purchase and redemption
orders for shares at the net asset value as determined as of the close
of trading on the Business Day of receipt of such orders in proper
form by VALIC, provided VALIC receives such orders in proper form by
4:00 p.m. Eastern Time and that such orders are received by the
Distributor no later than 10:30 p.m. Eastern Time that day. VALIC
shall make payment for such orders on the next Business Day. Orders
received after such times will be executed at the closing price on the
next Business Day. VALIC elects to have dividends and capital gains
distributions reinvested in additional shares at the ex-dividend date
net asset value. VALIC reserves the right to revoke this election and
to receive all such dividend income and capital gain distributions in
cash. The Funds reserve the right to suspend sales of their shares or
to refuse any order to purchase their shares. Business Day shall mean
each day the New York Stock Exchange is open for trading. "In proper
form" means that amounts to be invested or redeemed are identified on
VALIC's computer system by Participant, Contract and Fund in
accordance with VALIC's standard procedures for processing
transactions.
5. All expenses incident to the performance by the Distributor under this
Agreement shall be paid by the Distributor. All expenses incident to
the performance by VALIC under this Agreement shall be paid by VALIC.
The Funds shall pay the cost of registration of their shares with the
Securities and Exchange Commission ("SEC"). The Funds shall
distribute to VALIC their proxy materials, periodic fund reports to
shareholders and other material the Funds may require to be sent to
participants. The Distributor shall provide the Account with the
Funds' prospectuses and sales literature to be used in connection with
transactions contemplated by this Agreement in such quantities as
VALIC may reasonably request. The Distributor or the Funds shall pay
the cost of printing of proxy material, shareholder reports and
prospectuses so long as these documents are requested in the form used
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<PAGE> 3
generally in the public offering of the Funds' shares. VALIC shall
bear the costs of mailing such material to potential and existing
shareholders.
6. (a) VALIC and its agents shall make no representations concerning
the Funds or Funds' shares except those contained in the then current
prospectus or Statement of Additional Information of the Funds and in
current printed sales literature of the Distributor except with the
permission of the Distributor. VALIC agrees to indemnify the Funds
and the Distributor with regard to any misuse or misrepresentations by
VALIC or such agents associated with the material.
(b) The Distributor, the Funds and their agents shall make no
representations concerning VALIC, the Account or the Contracts except
those contained in the then current prospectus for such Contracts, or
in reports for the Account or prepared for distribution to owners of
the Contracts, or in current printed sales literature or other
promotional material approved by VALIC, except with the permission of
VALIC. The Distributor agrees to indemnify VALIC with regard to any
misuse or misrepresentation by the Distributor or any Fund or such
agents associated with the material.
7. Administrative services to participants shall be the responsibility of
VALIC and shall not be the responsibility of the Distributor or the
Funds.
8. (a) So long as VALIC complies with its obligations in this Section
8, the Distributor shall pay VALIC a service fee (the "Service Fee")
on shares of the Funds held in the Account at the annual rates
specified in Schedule A (excluding any accounts for VALIC's own
corporate retirement plans), subject to Section 8(b) hereof.
(b) VALIC understands and agrees that:
(i) all Service Fee payments are subject to the
limitations contained in each Fund's Distribution Plan, which
may be varied or discontinued at any time;
(ii) VALIC's failure to provide the services described in
Section 8(c) or otherwise comply with the terms of the
Agreement will render it ineligible to receive service fees;
and
(iii) the Distributor may amend this Section 8 to change
the terms of the Service Fee payments with prior written
notice to VALIC.
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<PAGE> 4
(c) VALIC will provide the following services to the Contract
Owners purchasing Fund shares:
(i) responding to inquiries from Contract Owners using
one or more of the Funds as an investment vehicle regarding
the services performed by VALIC as they relate to a Fund;
(ii) providing information to the Distributor and the
Contract Owners with respect to shares attributable to
Contract Owner accounts;
(iii) developing and maintaining a means of identifying and
analyzing information relating to Contract Owners using one or
more of the Funds as an investment vehicle through computer
databases or similar approaches;
(iv) printing and mailing of shareholder communications
from each Fund as may be required;
(v) serving as the designee of the Funds for the receipt
of orders to purchase and redeem shares of the Funds pursuant
to Section 4;
(vi) cooperating with the Funds, the Distributor, and
governmental authorities in connection with the regulation of
the Funds and the sale of the shares of the Funds and
Portfolios pursuant to Section 14;
(vii) providing data and materials to the Funds needed to
maintain the compliance of the Funds with the securities laws;
and
(viii) communicating directly with Contract Owners
concerning the Funds' operations.
VALIC will support the Distributor's marketing efforts by granting
reasonable requests for visits to VALIC offices by the Distributor,
wholesalers and including the Funds in the prospectus describing
Portfolio Director 2.
(d) VALIC's compliance with the service requirement set forth in
this Agreement will be evaluated from time to time by monitoring
redemption levels of Fund shares held in the Account and by such other
methods as the Distributor deems appropriate.
(e) The provisions of this Section 8 shall remain in effect for
not more than one year from the date of its execution or adoption and
thereafter for
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<PAGE> 5
successive annual periods only so long as such continuance is
specifically approved at least annually by the Trustees of each of the
Funds in conformity with Rule 12b-1 under the Investment Company Act
of 1940 (the "1940 Act"). This Agreement shall automatically
terminate in the event of its assignment (as defined by the 1940 Act).
In addition, this Section 8 may be terminated at any time, without the
payment of any penalty, by either party upon written notice delivered
or mailed by registered mail, postage prepaid, to the other party, or,
as provided in Rule 12b-1 under the 1940 Act by the Trustees of any
Fund or by the vote of the holders of the outstanding voting
securities of any Fund.
(f) The Distributor shall provide the Trustees of each of the
Funds, and such Trustees shall review at least quarterly, a written
report of the amounts paid to VALIC under this Agreement and the
purposes for which such expenditures were made.
9. This Agreement shall terminate as to the sale and issuance of Fund
Shares:
(a) at the option of VALIC or the Distributor upon six months'
advance written notice to the other party;
(b) by the Distributor with respect to any Fund, upon 60 days
prior notice of a decision by the Distributor to cease the
public offering of shares of the Fund.
(c) at the option of VALIC if shares of the Funds are not
available for any reason to meet the requirements of Contracts
as reasonably determined by VALIC. Reasonable advance notice
of election to terminate shall be furnished by VALIC;
(d) at the option of VALIC or the Distributor or the Funds, upon
institution of formal proceedings against the broker-dealers
marketing the Contracts, the Account, VALIC, the Distributor
or the Funds by the National Association of Securities Dealers
("NASD"), the SEC or any other regulatory body;
(e) upon termination of the Distributors' general distribution
agreement with the Funds. Notice of such termination shall be
promptly furnished by the Distributor to VALIC. This
paragraph (e) shall not be deemed to apply if,
contemporaneously with such termination, a new contract of
substantially similar terms is entered into between the
Distributor and the Funds;
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<PAGE> 6
(f) upon assignment of this Agreement, at the option of any party
not making the assignment, unless made with the written
consent of each other;
(g) by one party upon material breach of the terms of this
Agreement by the other party; and
(h) in the event shares of the Funds are not registered, issued or
sold in conformity with federal or state law or such law
precludes the use of shares of the Funds as an underlying
investment medium for the Contracts. Prompt notice shall be
given by either party to the other in the event the conditions
of this provision occur.
10. Termination pursuant to Section 9 shall not affect the Distributor's
obligation to furnish shares of the Funds to the Contracts then in
force for which the shares of the Funds serve or may serve as the
underlying medium unless such further sale of shares of the Funds are
prohibited by law, subject to the Funds' rights set forth in Section 4
or to furnish prospectuses, shareholder reports or other required
documents to VALIC in connection with such Contracts.
11. Each notice required by this Agreement shall be given in writing and
delivered via certified mail return receipt requested to:
If to VALIC:
The Variable Annuity Life Insurance Company
2929 Allen Parkway
Houston, TX 77019
Attn.: Cynthia A. Toles
If to the Distributor:
Putnam Mutual Funds Corp.
One Post Office Square
Boston, Massachusetts 02109
Attn.: Retirement Plans and Insurance Products
Or to such other address as may be specified in a written notice given
to the other party. The date of service of notice or demand shall be
the receipt of any certified mail receipt.
12. The Funds shall send to VALIC, within five business days after the end
of each month, separate monthly statements of account confirming all
transactions made in the Account during that month.
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<PAGE> 7
13. VALIC will distribute all proxy materials furnished by the Funds and
will vote shares of the Funds in accordance with instructions received
from the Contract Owners of such shares of the Funds. VALIC shall
vote the shares of the Funds for which no instructions have been
received in the same proportion as shares of the Funds for which said
instructions have been received from Contract Owners provided that
VALIC reserves the right to vote Fund shares held in the Account in
its own right, to the extent permitted by law. VALIC and its agents
will in no way recommend action in connection with or oppose or
interfere with the solicitation of proxies for the shares of the Funds
held for such Contract Owners. VALIC will provide to the Funds a list
of Contract Owners (and their addressees) upon written notice from any
officer or director of the Funds. Such information will be used for
proxy purposes only.
14. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including, without limitation,
the SEC, the NASD, and state insurance regulators) and shall permit
authorities of competent jurisdiction reasonable access to its books
and records in connection with any investigation or inquiry relating
to this Agreement or the transactions contemplated hereby.
15. (a) Each party ("Indemnifying Party") hereby agrees to defend,
indemnify and hold wholly harmless the other party and the Funds
("Indemnified Party") and each of an Indemnified Party's directors,
officers, employees, and agents from any liability, loss, cost or
expense whatsoever incurred by such Indemnified Party by reason of the
Indemnifying Party's breach of its obligations pursuant to this
Agreement, including the violation of any applicable federal or state
law or regulation.
(b) An Indemnifying Party shall not be liable under this
indemnification provision with respect to any losses, claims, damages,
liabilities or litigation to which an Indemnified Party is subject by
reason of such Indemnified Party's willful misfeasance, bad faith, or
gross negligence in the performance of such Indemnified Party's duties
or by reason of such Indemnified Party's reckless disregard of
obligations or duties under this Agreement.
(c) An Indemnifying Party shall not be liable under this
indemnification provision or Section 6 with respect to any claim made
against an Indemnified Party unless such Indemnified party shall have
notified the Indemnifying Party in writing within a reasonable time
after the summons or other first legal process giving information of
the nature of the claim shall have been served upon such Indemnified
Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify
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<PAGE> 8
the Indemnifying Party of any such claim shall not relieve the
Indemnifying Party from any liability which it may have to the
Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action
is brought against an Indemnified Party, the Indemnifying Party shall
be entitled to assume the defense thereof, with counsel satisfactory
to the party named in the action. After notice from the Indemnifying
party to such party of the Indemnifying Party's election to assume the
defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the
Indemnifying Party will not be liable to such party under this
Agreement for any legal or other expenses subsequently incurred by
such party independently in connection with the defense thereof other
than reasonable costs of investigation.
16. (a) Prospectus, advertising and sales literature with respect to
the Funds prepared by VALIC or its agents for use in marketing its
Contracts will be submitted to the Distributor for review and
acceptance before such material is submitted to the SEC or NASD for
review or otherwise used. No such material will be used if the
Distributor reasonably objects to its use in writing within ten days
after receipt of such material.
(b) Prospectus, advertising and sales literature prepared by the
Distributor which name VALIC or its agents for use in marketing the
Funds will be submitted to VALIC for review and acceptance before such
material is submitted to the SEC and NASD for review, or otherwise
used. No such materials will be used if VALIC reasonably objects to
its use in writing within ten days after receipt of such materials.
17. Notwithstanding the termination of this Agreement, each party's
obligation to indemnify the other pursuant to Sections 6 and 15 shall
survive.
18. The Agreement shall be subject to the provisions of the 1933, 1934 and
1940 Acts and the rules and regulations thereunder, including any
exemptive relief therefrom and the orders of the SEC setting forth
such relief.
19. The parties agree that all non-public books, records, information and
data pertaining to the business of each that are exchanged or received
pursuant to the negotiation or the carrying out of this Agreement (the
"Confidential Information") shall remain confidential, and shall not
be voluntarily disclosed by the receiving party without the prior
written consent of the disclosing party, except as may be required by
law or by the receiving party to carry out this Agreement or a request
by any court of competent jurisdiction, governmental
8
<PAGE> 9
agency or regulatory body. Confidential Information shall not include
books, records, information and data which, (i) at the time of
disclosure, or thereafter becomes, part of the public domain through a
source not the receiving party, (ii) is subsequently learned from a
third party that does not impose an obligation of confidentiality on
the receiving party, (iii) was known to the receiving party at the
time of disclosure, or (iv) was generated independently by the
receiving party before disclosure by the disclosing party.
20. This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts.
21. Entire Agreement: This Agreement contains the entire understanding
and agreement among the parties with respect to the subject matter of
this Agreement and may not be amended except by written agreement of
the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
FOR ITSELF AND ON BEHALF OF SEPARATE ACCOUNT A
By: /s/ STEPHEN D. BICKEL
------------------------------
Name: Stephen D. Bickel
Title: Chairman and CEO
PUTNAM MUTUAL FUNDS CORP.
By: /s/ JEFFREY MILLER
------------------------------
Name: Jeffrey Miller
Title: Managing Director
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<PAGE> 10
SCHEDULE A
FUND SERVICE FEE
---- -----------
Putnam Global Growth Fund 0.25% per annum payable quarterly
Putnam New Opportunities Fund
Putnam OTC Emerging Growth Fund
<PAGE> 1
EXHIBIT 8(e)
FUND PARTICIPATION AGREEMENT
THIS FUND PARTICIPATION AGREEMENT is made and entered into as of April
30, 1996 by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (the
"Company"), a life insurance company organized under the laws of the State of
Texas, on its own behalf and on the behalf of its segregated asset accounts,
TWENTIETH CENTURY INVESTORS, INC. ("Issuer"), and the investment adviser of the
Issuer, INVESTORS RESEARCH CORPORATION ("Investors Research").
WHEREAS, the Company offers to employee benefit plans (the "Plans")
and certain group variable annuity and funding contracts (the "Contracts"); and
WHEREAS, the Company wishes to offer as investment options under the
Contracts, one or more of the funds identified in EXHIBIT A attached hereto
(the "Funds"), each of which is a series of mutual fund shares registered under
the Investment Company Act of 1940, as amended (the "1940 Act"), and issued by
the Issuer; and
WHEREAS, on the terms and conditions hereinafter set forth, Investors
Research and the Issuer desire to make shares of the Funds available as
investment options under the Contracts and to retain the Company to perform
certain administrative services on behalf of the Funds and the Contract owners,
and the Company is willing and able to furnish such services;
NOW, THEREFORE, the Company, the Issuer and Investors Research agree
as follows:
1. TRANSACTIONS IN THE FUNDS. Subject to the terms and conditions
of this Agreement, the Issuer will make shares of the Funds available to be
purchased, exchanged, or redeemed, by the Company on behalf of the Accounts
(defined in SECTION 7(a) below) through a single account per Fund at the net
asset value applicable to each order. The Funds' shares shall be purchased and
redeemed on a net basis in such quantity and at such time as determined by the
Company to satisfy the requirements of the Contracts for which the Funds serve
as underlying investment media. The Company elects to reinvest all dividends
and capital gains distributions in the form of full and fractional shares of the
Funds. The Company reserves the right to revoke this election.
2. ADMINISTRATIVE SERVICES. The Company shall be solely
responsible for providing all administrative services for the Contracts owners
and the Plan participants, including but not limited to those specified in
EXHIBIT B (the "Administrative Services"). Neither Investors Research nor the
Issuer shall be required to provide Administrative Services for the benefit of
Contract owners or Plan Participants. The Company agrees that it will maintain
and preserve all records as required by law to be maintained and preserved, and
will otherwise comply with all laws, rules and regulations applicable to the
marketing of the Contracts and the provision of the Administrative Services.
The Company shall time stamp all Orders (defined below) or otherwise maintain
records that will enable the Company to demonstrate compliance
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<PAGE> 2
with SECTION 7(c) hereof. Upon request, the Company will provide Investors
Research or its representatives reasonable information regarding the quality of
the Administrative Services being provided and its compliance with the terms of
this Agreement.
3. PROCESSING AND TIMING OF TRANSACTIONS.
(a) Each Issuer hereby appoints the Company as its agent for the
limited purpose of accepting purchase and redemption orders for Fund shares
from the Contract owners. On each day the New York Stock Exchange (the
"Exchange") is open for business (each, a "Business Day"), the Company may
receive instructions from the Contract owners for the purchase or redemption of
shares of the Funds ("Orders"). Orders received in proper form and accepted by
the Company prior to the close of regular trading on the Exchange (the "Close
of Trading") on any given Business Day (currently, 3:00 p.m. Central time) and
transmitted to the Issuer by 9:00 a.m. Central time on the next following
Business Day will be executed by the Issuer at the net asset value determined
as of the Close of Trading on the previous Business Day ("Day 1"). Any Orders
received by the Company after the Close of Trading, and all Orders that are
transmitted to the Issuer after 9:00 a.m. Central time on the next following
Business Day, will be executed by the Issuer at the net asset value determined
following receipt of such Order. The day as of which an Order is executed by
the Issuer pursuant to the provisions set forth above is referred to herein as
the "Effective Trade Date". Proper form is defined as amounts to be invested
or redeemed as identified on the Company's computer systems by participant,
Plan, Contract and Fund in accordance with the Company's standard procedure for
processing transactions.
(b) By 5:30 p.m. Central time on each Business Day, Investors
Research will provide to the Company via facsimile or other electronic
transmission acceptable to the Company, the Funds' net asset value, dividend
and capital gain information and, in the case of income funds, the daily
accrual for interest rate factor (mil rate), determined at the Close of
Trading.
(c) By 9:00 a.m. Central time on each Business Day, the Company
will provide to Investors Research via facsimile or other electronic
transmission acceptable to Investors Research a report stating whether the
Orders received by the Company and the Accounts from Contract owners by the
Close of Trading on the preceding Business Day resulted in the Accounts being
net purchasers or net sellers of shares of the Funds. If the Company requests
redemption proceeds from one Fund be exchanged for the purchase of shares of
another Fund, such proceeds shall be exchanged that same Business Day. As used
in this Agreement, the phrase "other electronic transmission acceptable to
Investors Research" includes the use of remote computer terminals located at
the premises of the Company, its agents or affiliates, which terminals may be
linked electronically to the computer system of Investors Research, its agents
or affiliates (hereinafter, "Remote Computer Terminals").
(d) Upon the timely receipt from the Company of the report
described in (c) above, Investors Research will execute the purchase or
redemption transactions (as the case may be) at the net asset value computed as
at the Close of Trading on Day 1. Payment for net purchase transactions shall
be made by wire transfer by the Company to the custodial account designated
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<PAGE> 3
by the Fund on the Business Day next following the Effective Trade Date. Such
wire transfers shall be initiated by the Company's bank prior to 3:00 p.m.
Central time and received by the Funds prior to 5:00 p.m. Central time on the
Business Day next following the Effective Trade Date. If payment for a
purchase Order is not timely received, such Order will be executed at the net
asset value next computed following receipt of payment. Payments for net
redemption transactions shall be made by wire transfer by the Issuer to the
account designated by the Company within the time period set forth in the
applicable Fund's then-current prospectus; provided, however, Investors
Research will use all reasonable efforts to settle all redemptions on the
Business Day next following the Effective Trade Date. On any Business Day when
the Federal Reserve Wire Transfer System is closed, all communication and
processing rules will be suspended for the settlement of Orders. Orders will
be settled on the next Business Day on which the Federal Reserve Wire Transfer
System is open and the Effective Trade Date will apply.
(e) If Investors Research is required to make an adjustment in the
Account balance in order to correct an error in the computation of the net
asset value of a Fund's shares or in the distribution rate for a Fund's shares
as a result of a pricing error that is deemed to be material under the pricing
policy of the Fund's Board of Directors, Investors Research shall notify the
Company as soon as reasonably practical after discovering the need for such
adjustment. If notification is made orally or via direct or indirect systems
access, it must be confirmed in writing. Notification must state for each day
for which an error occurred the incorrect price or rate, the correct price or
rate, the reason for the price or rate change and the date as of which any
adjustment to the Account will be made.
4. PROSPECTUS AND PROXY MATERIALS.
(a) Investors Research shall provide to the shareholder of record
for each Fund copies of each Issuer's proxy materials, periodic fund reports to
shareholders and other materials that are required by law to be sent to the
Issuer's shareholders. In addition, Investors Research shall provide the
Company with a sufficient quantity of prospectuses of the Funds to be used in
conjunction with the transactions contemplated by this Agreement, together with
such additional copies of the Issuer's prospectuses as may be reasonably
requested by Company. If the Company provides for pass-through voting by the
Contract owners, Investors Research will provide the Company with a sufficient
quantity of proxy materials for each Contract owner and/or the Plan
participants.
(b) The cost of preparing, printing and shipping of the
prospectuses, proxy materials, periodic fund reports and other materials of the
Issuer to the Company shall be paid by Investors Research or its agents or
affiliates; provided, however, that if at any time Investors Research or its
agent reasonably deems the usage by the Company of such items to be excessive,
it may, prior to the delivery of any quantity of materials in excess of what is
deemed reasonable, request that the Company demonstrate the reasonableness of
such usage. If the Investors Research believes the reasonableness of such
usage has not been adequately demonstrated, it may request that the Company pay
the cost of printing (including press time) and delivery of any excess
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<PAGE> 4
copies of such materials. Unless the Company agrees to make such payments,
Investors Research may refuse to supply such additional materials and this
section shall not be interpreted as requiring delivery by Investors Research or
the Issuer of any copies in excess of the number of copies required by law.
(c) The cost of distribution, if any, of any prospectuses, proxy
materials, periodic fund reports and other materials of the Issuer to the
Contract owners shall be paid by the Company and shall not be the
responsibility of Investors Research or the Issuer.
5. COMPENSATION AND EXPENSES.
(a) The Accounts shall be the sole shareholder of Fund shares
purchased for the Contract owners pursuant to this Agreement (the "Record
Owners"). The Company and the Record Owners shall properly complete any
applications or other forms required by Investors Research or the Issuer from
time to time.
(b) Investors Research acknowledges that it will derive a
substantial savings in administrative expenses, such as a reduction in expenses
related to postage, shareholder communications and recordkeeping, by virtue of
having a single shareholder account per Fund for the Accounts rather than
having each Contract owner as a shareholder. In consideration of the
Administrative Services and performance of all other obligations under this
Agreement by the Company, Investors Research will pay the Company a fee (the
"Administrative Services fee") equal to the applicable per annum basis point
amount per Fund specified in EXHIBIT A hereto of the average aggregate amount
invested by the Company under this Agreement, commencing with the month in
which the average aggregate market value of investments by the Company (on
behalf of the Contract owners) in the Funds exceeds $30 million. No payment
obligation shall arise until the Company's average aggregate investment in the
Funds reaches $30 million, and such payment obligation, once commenced, shall
be suspended with respect to any month during which the Company's average
aggregate investment in the Funds drops below $30 million.
(c) The parties understand that Investors Research customarily
pays, out of its management fee, another affiliated corporation for the type of
administrative services to be provided by the Company to the Contract owners.
The parties agree that the payments by Investors Research to the Company, like
Investors Research's payments to its affiliated corporation, are for
administrative services only and do not constitute payment in any manner for
investment advisory services or for costs of distribution.
(d) For the purposes of computing the payment to the Company
contemplated by this SECTION 5, the average aggregate amount invested by the
Accounts in the Funds over a one month period shall be computed by totalling
the Company's aggregate investment (share net asset value multiplied by total
number of shares of the Funds held by the Company) on each Business Day during
the month and dividing by the total number of Business Days during such month.
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<PAGE> 5
(e) Investors Research will calculate the amount of the payment to
be made pursuant to this SECTION 5 at the end of each calendar quarter and will
make such payment to the Company within 30 days thereafter. The check for such
payment will be accompanied by a statement showing the calculation of the
amounts being paid by Investors Research for the relevant months and such other
supporting data as may be reasonably requested by the Company and shall be
mailed to:
The Variable Annuity Life Insurance Company
2929 Allen Parkway, L7-01
Houston, TX 77019
Attention: Gregory R. Seward, Treasurer
(f) In the event Investors Research reduces its management fee
with respect to any Fund after the date hereof, Investors Research may amend
the Administrative Services fee payable with regard to such Fund by providing
the Company 30 days' advance written notice of any such adjustment. The
revised Administrative Services fee shall become effective as of the latter of
30 days from the date of delivery of the notice or the date prescribed in the
notice.
6. REPRESENTATIONS AND WARRANTIES.
(a) The Company represents and warrants that: (i) this Agreement
has been duly authorized by all necessary corporate action and, when executed
and delivered, shall constitute the legal, valid and binding obligation of the
Company, enforceable in accordance with its terms; (ii) it has established
Separate Account A and the other separate accounts listed on Exhibit C (the
"Accounts"), each of which is a duly authorized and established separate
account under Texas Insurance law; (iii) each Contract provides for the
allocation of net amounts received by the Company to an Account for investment
in the shares of one of more specified investment companies selected among
those companies available through the Account to act as underlying investment
media; (iv) selection of a particular investment company is made by the
Contract owner under a particular Contract, who may change such selection from
time to time in accordance with the terms of the applicable Contract; and (v)
the activities of the Company contemplated by this Agreement comply with all
provisions of federal and state insurance, securities, and tax laws applicable
to such activities.
(b) Investors Research represents that this Agreement has been
duly authorized by all necessary corporate action and, when executed and
delivered, shall constitute the legal, valid and binding obligation of
Investors Research and Issuer, enforceable in accordance with its terms and
this Agreement is subject to the provisions of the Investment Company Act of
1940 and the rules and regulations thereunder, including any exemptive relief
therefrom and the orders of the Securities and Exchange Commission (the "SEC")
setting forth such relief.
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<PAGE> 6
7. ADDITIONAL COVENANTS AND AGREEMENTS.
(a) Each party shall comply with all provisions of federal and
state laws applicable to its respective activities under this Agreement. If
compliance with any applicable state insurance laws is deemed by Investors
Research or the Issuer to be unduly burdensome, in which event either party
exercises its right to terminate the Agreement, such termination will take
effect immediately.
(b) Each party shall promptly notify the other parties in the
event that it is, for any reason, unable to perform any of its obligations
under this Agreement.
(c) The Company covenants and agrees that all Orders accepted and
transmitted by it hereunder with respect to each Account on any Business Day
will be based upon instructions that it received from the Contract owners in
proper form prior to the Close of Trading of the Exchange on that Business Day.
(d) The Company covenants and agrees that all Orders transmitted
to the Issuer, whether by telephone, telecopy, or other electronic transmission
acceptable to Investors Research, shall be sent by or under the authority and
direction of a person designated by the Company as being duly authorized to act
on behalf of the owner of the Accounts. Absent actual knowledge to the
contrary, Investors Research shall be entitled to rely on the existence of such
authority and to assume that any person transmitting Orders for the purchase,
redemption or transfer of Fund shares on behalf of the Company is "an
appropriate person" as used in Sections 8-308 and 8-404 of the Uniform
Commercial Code with respect to the transmission of instructions regarding Fund
shares on behalf of the owner of such Fund shares. The Company shall maintain
the confidentiality of all passwords and security procedures issued, installed
or otherwise put in place with respect to the use of Remote Computer Terminals
and assumes full responsibility for the security therefor. The Company further
agrees to be solely responsible for the accuracy, propriety and consequences of
all data transmitted to Investors Research by the Company by telephone,
telecopy or other electronic transmission acceptable to Investors Research.
(e) The Company agrees to make every reasonable effort to market
its Contracts. It will use its best efforts to give equal emphasis and
promotion to shares of the Funds as is given to other underlying investments of
the Accounts.
(f) The Company shall not, without the written consent of
Investors Research, make representations concerning the Issuer or the shares of
the Funds except those contained in the then-current prospectus and in current
printed sales literature approved by Investors Research or the Issuer.
(g) Advertising and sales literature with respect to the Issuer or
the Funds prepared by the Company or its agents, if any, for use in marketing
shares of the Funds as underlying investment media to Contract owners shall be
submitted to Investors Research for review and approval before such material is
used.
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<PAGE> 7
(h) The Company will provide to Investors Research at least one
complete copy of all registration statements, prospectuses, statements of
additional information, annual and semi-annual reports, proxy statements, and
all amendments or supplements to any of the above that include a description of
or information regarding the Funds promptly after the filing of such document
with the SEC or other regulatory authority. In addition, Investors Research
will use reasonable efforts to give the Company advance notice of any pending
proxy solicitation.
(i) Investors Research agrees that information pertaining to the
purchases, redemptions or balances in the Account shall be kept confidential
and shall not be voluntarily disclosed to any other person, except as may be
required by law. This provision shall survive the termination of this
Agreement.
8. USE OF NAMES. Except as otherwise expressly provided for in
this Agreement, neither Investors Research nor the Funds shall use any
trademark, trade name, service mark or logo of the Company, or any variation of
any such trademark, trade name, service mark or logo, without the Company's
prior written consent, the granting of which shall be at the Company's sole
option. Except as otherwise expressly provided for in this Agreement, the
Company shall not use any trademark, trade name, service mark or logo of the
Issuer or Investors Research, or any variation of any such trademarks, trade
names, service marks, or logos, without the prior written consent of the Issuer
or Investors Research, as appropriate, the granting of which shall be at the
sole option of Investors Research and/or the Issuer.
9. PROXY VOTING. The Company will provide pass-through voting
privileges to all Contract owners so long as the SEC continues to interpret the
1940 Act as requiring pass-through voting privileges for variable contract
owners. Accordingly, the Company will vote shares of the Funds held in
Accounts in a manner consistent with voting instructions timely received from
Contract owners. The Company will vote shares of the Funds held in Accounts
for which no voting instructions from Contract owners are timely received, as
well as shares of the Fund which the Company itself owns, in the same
proportion as those shares of the Funds for which voting instructions from
Contract owners are timely received. Participating insurance companies will be
responsible for assuring that each of their separate accounts participating in
Funds calculates voting privileges in a manner consistent with other
participating insurance companies.
10. INDEMNITY.
(a) Investors Research agrees to indemnify and hold harmless the
Company and its officers, directors, employees, agents, affiliates and each
person, if any, who controls the Company within the meaning of the Securities
Act of 1933 (collectively, the "Indemnified Parties" for purposes of this
SECTION 10(A)) against any losses, claims, expenses, damages or liabilities
(including amounts paid in settlement thereof) or litigation expenses
(including legal and other expenses) (collectively, "Losses"), to which the
Indemnified Parties may become subject, insofar as such Losses (i) result from
a breach by Investors Research of a material provision of this Agreement, or
(ii) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in any registration statement or
prospectus of the
7
<PAGE> 8
Company regarding the Contracts, if any, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading
(unless made in reliance upon information provided by the Company). Investors
Research will reimburse any legal or other expenses reasonably incurred by the
Indemnified Parties in connection with investigating or defending any such
Losses. Investors Research shall not be liable for indemnification hereunder
to the extent such Losses are attributable to the willful misfeasance, bad
faith or negligence of the Company or the reckless disregard of the Company in
performing its obligations under this Agreement.
(b) The Company agrees to indemnify and hold harmless Investors
Research and the Issuer and their respective officers, directors, employees,
agents, affiliates and each person, if any, who controls the Issuer or
Investors Research within the meaning of the Securities Act of 1933
(collectively, the "Indemnified Parties" for purposes of this SECTION 10(B))
against any Losses to which the Indemnified Parties may become subject, insofar
as such Losses (i) result from a breach by the Company of a material provision
of this Agreement, or (ii) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in any registration
statement or prospectus of the Company regarding the Contracts, if any, or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading (unless made in reliance upon information
provided by Investors Research under this Agreement), or (iii) result from the
use by any person of a Remote Computer Terminal. The Company will reimburse
any legal or other expenses reasonably incurred by the Indemnified Parties in
connection with investigating or defending any such Losses. The Company shall
not be liable for indemnification hereunder to the extent such Losses are
attributable to the willful misfeasance, bad faith or negligence of Investors
Research or the Issuer or the reckless regard of Investors Research or the
Issuer in performing their obligations under this Agreement.
(c) The obligations under this section ar subject to notice to
indemnifying party within a reasonable time after the commencement of action.
Promptly after receipt by an indemnified party hereunder of notice of the
commencement of action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party hereunder, notify the
indemnifying party of the commencement thereof; but the omission so to notify
the indemnifying party will not relieve it from any liability which it may have
to any indemnified party otherwise than under this SECTION 10. In case any
such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish to, assume
the defense thereof, with counsel satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party of its
election to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this SECTION 10 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.
(d) If the indemnifying party assumes the defense of any such
action, the indemnifying party shall not, without the prior written consent of
the indemnified parties in such action, settle
8
<PAGE> 9
or compromise the liability of the indemnified parties in such action, or
permit a default or consent to the entry of any judgement in respect thereof,
unless in connection with such settlement, compromise or consent, each
indemnified party receives from such claimant an unconditional release from all
liability in respect of such claim.
11. TERMINATION. This agreement shall terminate as to the sale
and issuance of new Contracts:
(a) at the option of either the Company, Investors Research or the
Issuer upon six months' advance written notice to the other;
(b) at the option of the Company if the Funds' shares are not
available for any reason to meet the requirement of Contracts as determined by
the Company. Reasonable advance notice of election to terminate shall be
furnished by Company;
(c) at the option of either the Company, Investors Research or the
Issuer, upon institution of formal proceedings against the broker-dealer or
broker-dealers marketing the Contracts, the Accounts, the Company, or the
Issuer by the National Association of Securities Dealers, Inc. (the "NASD"),
the SEC or any other regulatory body;
(d) upon termination of the Management Agreement between the Funds
and Investors Research, such termination to be effective on the date of
termination of the Management Agreement or as of such earlier date as
determined by the Company following receipt of notice. Notice of termination
of the Management Agreement shall be promptly furnished to the Company. This
SUBSECTION (D) shall not apply if contemporaneously with such termination a new
contract of substantially similar terms is entered into between the Funds and
Investors Research (or its successor by operation of law);
(e) upon assignment of this Agreement unless made with the written
consent of all other parties hereto;
(f) if an Issuer's shares are not registered, issued or sold in
conformance with Federal law or such law precludes the use of Fund shares as an
underlying investment medium of Contracts issued or to be issued by the
Company. Prompt notice shall be given by either party should such situation
occur; or
(g) at the option of Investors Research, if Investors Research
reasonably determines in good faith that the Company is not offering shares of
the Funds in conformity with the terms of this Agreement or applicable law; or
(h) at the option of any party hereto upon a determination that
continuing to perform under this Agreement would, in the reasonable opinion of
the terminating party's counsel, violate any applicable federal or state law,
rule, regulation or judicial order.
9
<PAGE> 10
(i) at the option of either party upon the other's breach of any
material provision of this Agreement which has not been cured within 30 days of
written notice of such breach.
12. CONTINUATION OF AGREEMENT. Termination as the result of any
cause listed in SECTION 11 shall not affect the Issuer's obligation to furnish
its shares to Contracts then in force for which its shares serve or may serve
as the underlying medium (unless such further sale of Fund shares is proscribed
by law or the SEC or other regulatory body). The obligation of Investors
Research to pay the Company the Administrative Services fee pursuant to SECTION
5 and to provide prospectuses, proxy statements and periodic reports to
shareholders pursuant to SECTION 4(a) shall continue, notwithstanding the
termination of this Agreement, as long as the Company continues to provide
administrative services required hereunder. However the obligation of
Investors Research to pay the Company the Administrative Services fee pursuant
to SECTION 5 shall be suspended if the average aggregate amount invested in the
Funds drops below $30 million.
13. NON-EXCLUSIVITY. Each of the parties acknowledges and agrees
that this Agreement and the arrangement described herein are intended to be
non-exclusive and that each of the parties is free to enter into similar
agreements and arrangements with other entities.
14. SURVIVAL. The provisions of SECTION 8 (use of names) and
SECTION 10 (indemnity) of this Agreement shall survive termination of this
Agreement.
15. AMENDMENT. Neither this Agreement, nor any provision hereof,
may be amended, waived, discharged or terminated orally, but only by an
instrument in writing signed by all of the parties hereto.
16. NOTICES. All notices and other communications hereunder shall
be given or made in writing and shall be delivered personally, or sent by
telex, telecopier, express delivery or registered or certified mail, postage
prepaid, return receipt requested, to the party or parties to whom they are
directed at the following addresses, or at such other addresses as may be
designated by notice from such party to all other parties.
To the Company:
The Variable Annuity Life Insurance Company
2929 Allen Parkway, L4-01
Houston, TX 77019
(713) 831-5065 (office number)
(713) 831-5931 (telecopy number)
10
<PAGE> 11
To the Issuer or Investors Research:
Twentieth Century Mutual Funds
4500 Main Street
Kansas City, Missouri 64111
Attention: Charles A. Etherington, Esq.
(816) 340-4051 (office number)
(816) 340-4964 (telecopy number)
Any notice, demand or other communication given in a manner prescribed in this
SECTION 16 shall be deemed to have been delivered on receipt.
17. SUCCESSORS AND ASSIGNS. This Agreement may not be assigned
without the written consent of all parties to the Agreement at the time of such
assignment. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective permitted successors and assigns.
18. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any party hereto may execute this Agreement by signing any such counterpart.
19. SEVERABILITY. In case any one or more of the provisions
contained in this Agreement should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby.
20. ENTIRE AGREEMENT. This Agreement, including the Attachments
hereto, constitutes the entire agreement between the parties with respect to
the matters dealt with herein, and supersedes all previous agreements, written
or oral, with respect to such matters.
11
<PAGE> 12
21. GOVERNING LAW. This Agreement will be construed by and
governed in accordance with the laws of the State of Missouri, without giving
effect to any conflicts of law principles contained in Missouri laws which
might refer interpretations of the terms of this Agreement to the laws of a
different state or jurisdiction.
22. JURISDICTION AND VENUE. The parties consent to subject matter
and in personam jurisdiction and venue being vested in the United States
District Court for the Western District of Missouri (the "Forum Court") and
waive the right to contest jurisdiction and venue in the Forum Court on any
ground. The parties agree that service of process can be made by certified or
registered mail, change in the Notice Address and agrees that service to the
Notice Address will be deemed to constitute service of process under both the
federal and state rules of civil procedure. In the event it is determined by
the Forum Court that it lacks subject matter jurisdiction for any reason, the
parties consent to subject matter and in personam jurisdiction and venue being
vested in the Western Division of the Circuit Court of Jackson County,
Missouri.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
set forth above.
THE VARIABLE ANNUITY LIFE INVESTORS RESEARCH CORPORATION
INSURANCE COMPANY
By: /s/ STEPHEN D. BICKEL By: /s/ WILLIAM M. LYONS
----------------------------------- ------------------------------
Name: Stephen D. Bickel William M. Lyons
--------------------------------- Executive Vice President
Title: Chairman and CEO
--------------------------------
TWENTIETH CENTURY INVESTORS, INC.
By: /S/ WILLIAM M. LYONS
-----------------------------------
William M. Lyons
Executive Vice President
12
<PAGE> 13
EXHIBIT A
FUNDS AVAILABLE AND APPLICABLE FEE
<TABLE>
<CAPTION>
================================================================================
ISSUER NAME OF FUND APPLICABLE FEE
================================================================================
<S> <C> <C>
Twentieth Century Investors, Inc. Ultra Investors 20 BPs* (0.20%)
================================================================================
</TABLE>
* Basis Points
A-1
<PAGE> 14
EXHIBIT B
ADMINISTRATIVE SERVICES
Pursuant to the Agreement to which this is attached, the Company shall perform
all administrative services required or requested by the Plan, including, but
not limited to, the following:
1. Maintain separate records for each Participant under the Contracts
and/or Plans, which records shall reflect the shares purchased and redeemed and
share balances of such Participants. The Company will maintain a single master
account with each Fund and such account shall be in the name of the Company (or
its nominee) or the trustee of the Plan (or its nominee) as the record owner of
shares owned by the Contract owners and/or the Plans.
2. Disburse or credit to the Contract owners and/or Plans all
proceeds of redemptions of shares of the Funds and all dividends and other
distributions not reinvested in shares of the Funds.
3. Prepare and transmit to the Contract owners, Plans and/or
Participants, as required by law, the Contracts or the Plans, periodic
statements showing the total number of shares owned by the Participants as of
the statement closing date, purchases and redemptions of Fund shares by the
Participants during the period covered by the statement and the dividends and
other distributions paid during the statement period (whether paid in cash or
reinvested in Fund shares), and such other information as may be required, from
time to time, by the Contract or the Plans.
4. Transmit purchase and redemption orders to the Funds on behalf of
the Contract owners and the Plans in accordance with the procedures set forth
in SECTION 3 to the Agreement.
5. Distribute to the Contract owners, Plans and/or Participants, as
appropriate, copies of the Funds' prospectus, proxy materials, periodic fund
reports to shareholders and other materials that the Funds are required by law
or otherwise to provide to their shareholders or prospective shareholders.
6. Maintain and preserve all records as required by law to be
maintained and preserved in connection with providing the Administrative
Services for the Plan.
B-1
<PAGE> 15
EXHIBIT C
SEPARATE ACCOUNTS
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY SEPARATE ACCOUNT A
C-1
<PAGE> 1
EXHIBIT 8(f)
PARTICIPATION AGREEMENT
THIS AGREEMENT is made by and between Founders Growth Fund, Inc., a
series fund of Founders Funds, Inc., a Maryland corporation, and such other
funds or portfolios of series-type mutual funds set forth on Schedule A
attached hereto as amended from time to time, ("FUND"), Founders Asset
Management, Inc. ("ADVISER"), and The Variable Annuity Life Insurance Company
("VALIC"), a life insurance company organized under the laws of the State of
Texas, on its own behalf and on behalf of each segregated asset account set
forth on Schedule B hereto as amended from time to time (each such account
hereinafter referred to as "ACCOUNT").
WHEREAS, FUND is registered with the Securities and Exchange
Commission ("SEC") under the Investment Company Act of 1940 (the "1940 Act") as
an open-end, diversified, management investment company; and
WHEREAS, FUND shares are issued to the general public and to the
separate accounts of insurance companies ("Participating Insurance Companies")
to fund variable insurance products and certain qualified pension and
retirement plans; and
WHEREAS, ADVISER is registered as an investment adviser under the
Investment Advisers Act of 1940 and any applicable state securities law; and
<PAGE> 2
WHEREAS, VALIC has established ACCOUNT to offer variable contracts
(the "Contracts") and is desirous of having FUND as one of the underlying
funding vehicles for the Contracts; and
WHEREAS, FUND and ADVISER know of no reason why FUND shares may not be
sold to Participating Insurance Companies to fund variable insurance products
and qualified pension and retirement plans; and
WHEREAS, VALIC intends to purchase shares of other open-end,
management investment companies that offer shares to the general public to fund
the Contracts; and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, VALIC intends to purchase shares of FUND to fund the Contracts and
FUND is or will be authorized to sell such shares to VALIC at net asset value;
WHEREAS, VALIC and affiliates of VALIC will provide subcustodian,
record keeping, account maintenance and/or other administrative services for
Contract owners and participants, employee benefit plans and participants, and
other investors;
NOW, THEREFORE, in consideration of their mutual promises, VALIC, FUND
and ADVISER agree as follows:
- 2 -
<PAGE> 3
1. FUND and ADVISER agree to make FUND shares available for
purchase by VALIC and ACCOUNT at the applicable net asset value per share on
those days on which FUND calculates its net asset value pursuant to SEC rules.
FUND shall use reasonable efforts to calculate such net asset value on each day
which the New York Stock Exchange is open for trading. Notwithstanding the
foregoing, the FUND or Adviser, as the Fund's designee may refuse to sell
shares to any person, or suspend or terminate the offering of shares, if such
action is required by law or by regulatory authorities having jurisdiction or
is, in the sole discretion of the FUND or Adviser acting in good faith and in
light of their fiduciary duties under federal and any applicable state laws,
necessary in the best interests of the shareholders of the FUND.
2. Issuance and transfer of FUND's shares will be by book entry
only. Stock certificates will not be issued to VALIC or ACCOUNT. Shares
ordered from FUND will be recorded in an appropriate title for ACCOUNT or the
appropriate subaccount of ACCOUNT.
3. FUND shall furnish same day notice (by wire, telecopier, or
telephone followed by written confirmation) to VALIC of any income, dividends
or capital gain distributions payable on FUND's shares. VALIC hereby elects to
receive all such income, dividends and capital gain distributions of a FUND in
the form of additional shares of that FUND. VALIC reserves the right to revoke
this election and to receive all such income, dividends and capital gain
distributions in cash. FUND shall notify VALIC of the number of shares so
issued as payment of such dividends and distributions.
- 3 -
<PAGE> 4
4. (a) FUND agrees to sell to VALIC shares of the FUND which
VALIC orders, executing such orders on a daily basis at the net asset value
next computed after receipt by FUND or its designee in proper form of the order
for the shares of FUND. For purposes of this Section 4(a), VALIC shall be the
designee of FUND for receipt of such orders from VALIC and receipt by such
designee shall constitute receipt by FUND; provided that FUND receives notice
of such order by 9:00 a.m. Eastern time on the next following Business Day.
"Business Day" shall mean any day on which the New York Stock Exchange is open
for trading and on which FUND calculates its net asset value pursuant to the
rules of the SEC. "Proper form" means that amounts to be invested or redeemed
are identified on VALIC's computer system by Participant, Contract and Fund in
accordance with VALIC's standard procedures for processing transactions.
(b) FUND agrees to redeem for cash (or in kind to the
limited extent disclosed in the Fund's prospectus), on VALIC's request, any
full or fractional shares of FUND held by VALIC, executing such requests on a
daily basis at the net asset value next computed after receipt by FUND or its
designee of the request for redemption in proper form. For purposes of this
Section 4(b), VALIC shall be the designee of FUND for receipt of requests for
redemption from VALIC and receipt by such designee shall constitute receipt by
FUND; provided that FUND receives notice of such request for redemption by 9:00
a.m. Eastern time on the next following Business Day.
- 4 -
<PAGE> 5
(c) FUND shall make the net asset value per share
available to VALIC on a daily basis as soon as reasonably practical after the
net asset value per share is calculated but shall use its best efforts to make
such net asset value available by 6:30 p.m. Eastern time. If FUND provides
VALIC with the incorrect share net asset value information through no fault of
VALIC, VALIC on behalf of the Separate Accounts, shall be entitled to an
adjustment to the number of shares purchased or redeemed to reflect the correct
share net asset value. Any error in the calculation of net asset value,
dividend and capital gain information greater than or equal to $.01 per share
of FUND, shall be reported immediately upon discovery to VALIC. Any error of a
lesser amount shall be corrected in the next Business Day's net asset value per
share for FUND.
(d) If VALIC requests the purchase of FUND shares, VALIC
shall pay for such purchase by wiring federal funds to FUND or its designated
custodial account on the day the order is transmitted by VALIC. If VALIC
requests a net redemption resulting in a payment of redemption proceeds to
VALIC, FUND shall wire the redemption proceeds to VALIC on the day the order is
transmitted by VALIC, unless doing so would require FUND to dispose of
portfolio securities or otherwise incur additional costs, but in such event,
proceeds shall be wired to VALIC within three business days and FUND shall
notify the person designated in writing by VALIC as the recipient for such
notice of such delay by 3:00 p.m. Eastern time the same Business Day that VALIC
transmits the redemption order to FUND. If VALIC's order requests the
application of redemption proceeds from the
- 5 -
<PAGE> 6
redemption of shares of one FUND to the purchase of shares of another FUND,
FUND shall so apply such proceeds the same Business Day that VALIC transmits
such order to FUND.
5. (a) FUND or ADVISER shall provide VALIC with as many
copies of FUND's current prospectus as VALIC may reasonably request. If
requested by VALIC in lieu thereof, FUND shall provide such documentation
(including a copy of the new prospectus in computer form) and other assistance
as is reasonably necessary in order for VALIC once each year (or more
frequently if the prospectus for FUND is amended) to have the prospectuses for
the Contracts and for the FUND printed together in one document. FUND or
ADVISER shall provide VALIC with as many copies of any prospectus supplement as
VALIC may reasonably request.
(b) Unless otherwise provided herein, all parties to this
Agreement shall bear all expenses incident to the performance of their
respective duties under this Agreement. FUND will bear the printing costs (or
duplicating costs with respect to the statement of additional information) and
mailing costs associated with the delivery, to the extent legally required, of
the following FUND (or individual portfolio) documents, and any supplements
thereto, to existing variable contract owners of VALIC:
(i) prospectuses and statements of additional
information;
(ii) annual and semi-annual reports; and
(iii) proxy materials.
- 6 -
<PAGE> 7
VALIC will submit any bills for printing, duplicating and/or mailing costs,
relating to FUND documents described above, to FUND for reimbursement by FUND.
VALIC shall monitor such costs and shall use its best efforts to control these
costs. VALIC will provide FUND on a semi-annual basis, or more frequently as
reasonably requested by FUND, with a current tabulation of the number of
existing variable contract owners of VALIC whose variable contract values are
invested in FUND. This tabulation will be sent to FUND in the form of a letter
signed by a duly authorized officer of VALIC attesting to the accuracy of the
information contained in the letter.
(c) At its expense FUND or ADVISER will provide VALIC
with the following FUND documents, and any supplements thereto, with respect to
prospective variable contract owners of VALIC:
(i) camera ready copy of the current
prospectus for printing by VALIC;
(ii) a copy of the statement of additional
information suitable for duplication;
(iii) camera ready copy of proxy material
suitable for printing; and
(iv) camera ready copy of the annual and
semi-annual reports for printing by VALIC.
6. (a) VALIC will furnish, or will cause to be furnished, to
FUND or its designee, each piece of sales literature or other promotional
material in which FUND or
- 7 -
<PAGE> 8
ADVISER is named at least fifteen days prior to its intended use. No such
material will be used if FUND or its designee objects to its use in writing
within ten days after receipt of such material.
(b) FUND or its designee will furnish, or will cause to
be furnished, to VALIC, each piece of sales literature or other promotional
material in which VALIC is named at least fifteen days prior to its intended
use. No such material will be used if VALIC objects to its use in writing
within ten days after receipt of such material.
(c) FUND and its affiliates and agents shall not give any
information or make any representations on behalf of VALIC or concerning VALIC,
ACCOUNT, or the Contracts issued by VALIC, other than the information or
representations contained in a registration statement or prospectus for such
Contracts, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports for ACCOUNT or prepared for
distribution to owners of the Contracts, or in sales literature or other
promotional material approved by VALIC or its designee, except with the
permission of VALIC.
(d) VALIC and its affiliates and agents shall not give
any information or make any representations on behalf of FUND or ADVISER or
concerning FUND or ADVISER other than the information or representations
contained in a registration statement or prospectus for FUND, as such
registration statement and prospectus may be amended or
- 8 -
<PAGE> 9
supplemented from time to time, or in sales literature or other promotional
material approved by FUND or its designee, except with the permission of FUND.
(e) For purposes of this Agreement, the phrase "sales
literature or other promotional material" or words of similar import include,
without limitation, advertisements (such as material published, or designed for
use, in a newspaper, magazine or other periodical, radio, television, telephone
or tape recording, videotape display, signs or billboards, motion pictures,
computer facility or service including the Internet, or other public media),
sales literature (such as any written communication distributed or made
generally available to customers or the public, including brochures, circulars,
research reports, market letters, form letters, seminar texts, or reprints or
excerpts or any other advertisement, sales literature, or published article),
educational or training materials or other communications distributed or made
generally available to some or all agents or employees, registration
statements, prospectuses, statements of additional information, shareholder
reports and proxy materials, and any other material constituting sales
literature or advertising under National Association of Securities Dealers,
Inc. ("NASD") rules or the 1933 or 1940 Acts. Notwithstanding the foregoing,
the fifteen-day notice requirement of this Section 6 does not apply to FUND
registration statements, prospectuses, statements of additional information,
reports to shareholders, proxy materials, and any other document filed with the
SEC, provided that the reference to VALIC in those documents is limited to:
(1) disclosing that VALIC and ACCOUNT are shareholders of FUND; (2) information
about the amount of shares held by VALIC and ACCOUNT; (3) disclosing that VALIC
purchased seed money shares and
- 9 -
<PAGE> 10
information about those shares; and (4) basic information about VALIC such as
its address and state of organization.
7. Compensation and Expenses. In consideration of its providing
the administrative and record-keeping services below, VALIC shall be entitled
to receive from ADVISER, or the FUND, the fees set forth in Exhibit C hereto.
The obligation of ADVISER or FUND to pay VALIC fees and expenses shall
continue, notwithstanding the termination of this Agreement, as long as the
ACCOUNT holds shares of the FUNDS on behalf of any Contract owner. The
administrative and record-keeping services include:
(a) responding to inquiries from Contract owners using
one or more of the FUNDs as an investment vehicle regarding the services
performed by VALIC as they relate to a FUND;
(b) providing information to ADVISER and to Contract
owners with respect to shares attributable to Contract owner accounts;
(c) developing and maintaining a means of identifying and
analyzing information relating to contract owners using one or more of the
FUNDS as an investment vehicle through computer databases or similar
approaches;
(d) printing and mailing of shareholder communications
from each FUND as may be required;
(e) serving as the designee of the FUND for the receipt
of orders to purchase and redeem shares of the FUND pursuant to Section 4;
- 10 -
<PAGE> 11
(f) cooperating with the FUND, ADVISER and governmental
authorities in connection with the regulation of the FUNDS and the sale of the
shares of the FUNDS;
(g) providing data and materials to the FUND needed to
maintain the compliance of the FUND with the securities laws; and
(h) communicating directly with Contract owners
concerning FUND operations. FUND or ADVISER shall pay all reasonable
out-of-pocket expenses actually incurred by VALIC in connection with the
transfer of proxy statements and reports to shareholders.
8. (a) Except as limited by and in accordance with the
provisions of Sections 8(b) and 8(c) hereof, VALIC agrees to indemnify and hold
harmless FUND and ADVISER and each director of the Board of FUND and officers
of FUND and each person, if any, who controls FUND and each of the directors
and officers of ADVISER and each person, if any, who controls ADVISER within
the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified
Parties" for purposes of this Section 8) against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with the written
consent of VALIC) or litigation (including legal and other expenses) to which
the Indemnified Parties may become subject under any statute, regulation, at
common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements are related to the
sale or acquisition of FUND's shares or the Contracts and:
(i) arise out of or are based upon any untrue
statements or alleged untrue statements of
any material fact contained in the
- 11 -
<PAGE> 12
registration statement or prospectus or
sales literature for the Contracts or
contained in the Contracts (or any
amendment or supplement to any of the
foregoing), or arise out of or are based
upon the omission or the alleged omission
of a material fact required to be stated
therein or necessary to make the
statements therein not misleading,
provided that this agreement to indemnify
shall not apply as to any Indemnified
Party if such statement or omission or
such alleged statement or omission was
made in reliance upon and in conformity
with information furnished to VALIC by or
on behalf of FUND for use in the
registration statement or prospectus for
the Contracts or in the Contracts or sales
literature (or any amendment or
supplement) or otherwise for use in
connection with the sale of the Contracts
or FUND shares; or
(ii) arise out of or as a result of statements
or representations (other than statements
or representations contained in the
registration statement, prospectus or
sales literature of FUND not supplied by
VALIC, or persons under its control) or
wrongful conduct of VALIC or persons under
its control, with respect to the sale or
distribution of the Contracts or FUND
shares; or
- 12 -
<PAGE> 13
(iii) arise out of any untrue statement or
alleged untrue statement of a material
fact contained in a registration
statement, prospectus, or sales literature
of FUND, or any amendment thereof or
supplement thereto, or the omission or
alleged omission to state therein a
material fact required to be stated
therein or necessary to make the
statements therein not misleading if such
statement or omission or such alleged
statement or omission was made in reliance
upon and in conformity with information
furnished to FUND by or on behalf of
VALIC; or
(iv) arise as a result of any failure by VALIC
to substantially provide the services and
furnish the materials under the terms of
this Agreement; or
(v) arise out of or result from any material
breach of any representation and/or
warranty made by VALIC in this Agreement
or arise out of or result from any other
material breach of this Agreement by
VALIC.
(b) VALIC shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or
litigation to which an Indemnified Party is subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such
- 13 -
<PAGE> 14
Indemnified Party's reckless disregard of obligations or duties under this
Agreement or to FUND.
(c) VALIC shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified VALIC in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon such Indemnified Party (or
after such Indemnified Party shall have received notice of such service on any
designated agent), but failure to notify VALIC of any such claim shall not
relieve VALIC from any liability for indemnification which it may have to the
Indemnified Party against whom such action is brought other than that liability
which may have been incurred solely as a result of the failure to give notice.
In case any such action is brought against an Indemnified Party, VALIC shall be
entitled to assume the defense thereof, with counsel satisfactory to the party
named in the action. After notice from VALIC to such party of VALIC's election
to assume the defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and VALIC will not be liable
to such party under this Agreement for any legal or other expenses subsequently
incurred by such party independently in connection with the defense thereof
other than reasonable costs of investigation.
9. (a) Except as limited by and in accordance with the
provisions of Sections 9(b) and 9(c), ADVISER agrees to indemnify and hold
harmless VALIC and each of its
- 14 -
<PAGE> 15
directors and officers and each person, if any, who controls VALIC within the
meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties"
for purposes of this Section 9) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
ADVISER) or litigation (including legal and other expenses) to which the
Indemnified Parties may become subject under any statute, regulation, at common
law or otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements are related to the sale
or acquisition of FUND's shares or the Contracts and:
(i) arise out of or are based upon any
untrue statement or alleged untrue
statement of any material fact
contained in the registration
statement or prospectus or sales
literature of FUND (or any amendment
or supplement to any of the
foregoing), or arise out of or are
based upon the omission or the
alleged omission to state therein a
material fact required to be stated
therein or necessary to make the
statements therein not misleading,
provided that this agreement to
indemnify shall not apply as to any
Indemnified Party if such statement
or omission or such alleged
statement or omission was made in
reliance upon and in conformity with
information furnished to ADVISER or
FUND or its adviser by or on behalf
of VALIC for use in the registration
statement or prospectus for FUND or
in sales literature (or any
amendment or supplement) or
- 15 -
<PAGE> 16
otherwise for use in connection with
the sale of the Contracts or FUND
shares; or
(ii) arise out of or as a result of
statements or representations (other
than statements or representations
contained in the registration
statement, prospectus or sales
literature for the Contracts not
supplied by ADVISER or FUND or its
adviser or persons under their
control) or wrongful conduct of FUND
or ADVISER or persons under their
control, with respect to the sale or
distribution of the Contracts or
FUND shares; or
(iii) arise out of any untrue statement or
alleged untrue statement of a
material fact contained in a
registration statement, prospectus,
or sales literature covering the
Contracts, or any amendment thereof
or supplement thereto, or the
omission or alleged omission to
state therein a material fact
required to be stated therein or
necessary to make the statements
therein not misleading, if such
statement or omission or such
alleged statement or omission was
made in reliance upon and in
conformity with information
furnished to VALIC by or on behalf
of FUND; or
(iv) arise as a result of (1) a failure
by FUND to substantially provide the
services and furnish the materials
under the terms of this Agreement;
(2) a failure by FUND to qualify as
a
- 16 -
<PAGE> 17
Regulated Investment Company under
Subchapter M of the Code; or (3) a
failure by FUND to register its
shares but only if such registration
is required in those states where
the FUND is subject to the state
securities commission.
(v) arise out of or result from any
material breach of any
representation and/or warranty made
by ADVISER in this Agreement or
arise out of or result from any
other material breach of this
Agreement by ADVISER.
(b) ADVISER shall not be liable under this
indemnification provision with respect to any losses, claims, damages,
liabilities or litigation to which an Indemnified Party is subject by reason of
such Indemnified Party's willful misfeasance, bad faith, or gross negligence in
the performance of such Indemnified Party's duties or by reason of such
Indemnified Party's reckless disregard of obligations and duties under this
Agreement or to VALIC.
(c) ADVISER shall not be liable under this
indemnification provision with respect to any claim made against an Indemnified
Party unless such Indemnified Party shall have notified ADVISER in writing
within a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice
of such service on any designated agent), but failure to notify ADVISER of any
such claim shall not relieve
- 17 -
<PAGE> 18
ADVISER from any liability for indemnification which it may have to the
Indemnified Party against whom such action is brought other than that liability
which may have been incurred solely as a result of the failure to give notice.
In case any such action is brought against the Indemnified Parties, ADVISER
shall be entitled to participate at its own expense in the defense thereof.
ADVISER also shall be entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action. After notice from ADVISER to
such party of ADVISER's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by
it, and ADVISER will not be liable to such party under this Agreement for any
legal or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.
10. FUND represents and warrants that FUND shares sold pursuant to
this Agreement shall be registered under the 1933 Act and duly authorized for
issuance, and shall be issued, in compliance in all material respects with
applicable law, and that FUND is and shall remain registered under the 1940 Act
for so long as required thereunder. FUND further represents and warrants that
FUND qualifies as a Regulated Investment Company under Subchapter M of the
Code, and will make every effort to maintain such qualification (under
Subchapter M or any successor or similar provisions), and that FUND will notify
VALIC immediately upon having a reasonable basis for believing that it has
ceased to so qualify or that it might not so qualify in the future. FUND will
register and qualify its shares for sale in
- 18 -
<PAGE> 19
accordance with the laws of the various states as may be required by law in
those states where this FUND is subject to the jurisdiction of the state
securities commission.
11. VALIC represents and warrants that it is an insurance company
duly organized and in good standing under applicable law and that it has
legally and validly established ACCOUNT as a segregated asset account under
Texas law and has registered ACCOUNT as a unit investment trust under the 1940
Act. VALIC represents and warrants that the Contracts are or will be
registered under the 1933 Act and that the Contracts will be issued in
compliance in all material respects with all applicable federal and state laws.
12. FUND will provide VALIC with at least one complete copy of all
prospectuses, statements of additional information, annual and semi-annual
reports, proxy statements, exemptive applications which disclose the
relationship of the FUND and VALIC or which may have an effect upon the FUND's
relationship with VALIC, and all amendments or supplements to any of the above
that relate to the FUND promptly after the filing of each such document with
the SEC or other regulatory authority. VALIC will provide FUND or its designee
with at least one complete copy of all prospectuses, statements of additional
information, annual and semi-annual reports, proxy statements, exemptive
applications and all amendments or supplements to any of the above that relate
to ACCOUNT promptly after the filing of each such document with the SEC or
other regulatory authority.
- 19 -
<PAGE> 20
13. Each party hereto shall cooperate with each other party and
all appropriate governmental authorities having jurisdiction (including,
without limitation, the SEC, the NASD, and state insurance regulators) and
shall permit such authorities reasonable access to its books and records in
connection with any investigation or inquiry relating to this Agreement or the
transactions contemplated hereby.
14. VALIC will provide pass-through voting privileges to all
Contract owners so long as the Commission continues to interpret the 1940 Act
as requiring pass-through voting privileges for variable contract owners.
Accordingly, VALIC will vote shares of FUND held in ACCOUNT in a manner
consistent with voting instructions timely- received from Contract owners.
VALIC will vote shares of FUND held in ACCOUNT for which no voting instructions
from Contract owners are timely-received, as well as shares of FUND which VALIC
itself owns, in the same proportion as those shares of FUND for which voting
instructions from Contract owners are timely-received. Participating Insurance
Companies will be responsible for assuring that each of their separate accounts
participating in FUND calculates voting privileges in a manner consistent with
other Participating Insurance Companies.
15. FUND and ADVISER agree to comply with any applicable state
insurance laws or regulations, including cooperating with VALIC in any filings
of sales literature for the Contracts, to the extent notified thereof in
writing by VALIC, unless such compliance is deemed by FUND or ADVISER to be
unduly burdensome, in which event any Party may
- 20 -
<PAGE> 21
exercise its option to terminate this Agreement under Section 16 hereof, except
that such termination shall be effective immediately.
16. (a) This Agreement shall be effective as of the date
hereof and shall continue in force until terminated in accordance with the
provisions herein.
(b) This Agreement shall terminate automatically in the
event of its assignment unless such assignment is made with the written consent
of VALIC and FUND.
(c) This Agreement shall terminate without penalty at the
option of the terminating party in accordance with the following provisions:
(i) At the option of VALIC or FUND at any time
from the date hereof upon 90 days' advance
written notice, unless a shorter time is
agreed to by the parties;
(ii) At the option of VALIC if FUND shares are
not reasonably available to meet the
requirements of the Contracts. Notice of
election to terminate shall be furnished
by VALIC and termination shall be
effective ten days after FUND's receipt of
said notice unless FUND makes available a
sufficient number of shares to meet the
requirements of the Contracts within said
ten-day period;
- 21 -
<PAGE> 22
(iii) At the option of VALIC, upon the
institution of formal proceedings against
FUND by the SEC, the NASD, or any other
regulatory body, the expected or
anticipated ruling, judgment or outcome of
which would, in VALIC'S reasonable
judgment, materially impair FUND'S ability
to meet and perform FUND'S obligations and
duties hereunder. Prompt notice of
election to terminate under this paragraph
shall be furnished by VALIC with said
termination to be effective upon receipt
of notice;
(iv) At the option of FUND, upon the
institution of formal proceedings against
VALIC by the SEC, the NASD, or any other
regulatory body, the expected or
anticipated ruling, judgement or outcome
which would, in FUND'S reasonable
judgment, materially impair VALIC'S
ability to meet and perform its
obligations and duties hereunder. Prompt
notice of election to terminate under this
paragraph shall be furnished by FUND with
said termination to be effective upon
receipt of notice;
(v) At the option of FUND, if (1) FUND shall
determine in its sole judgment reasonably
exercised in good faith, that VALIC has
suffered a material adverse change in its
business or
- 22 -
<PAGE> 23
financial condition or is the subject of
material adverse publicity and such
material adverse change or material
adverse publicity is likely to have a
material adverse impact upon the operation
or business reputation of FUND and/or
ADVISER, (2) FUND shall have notified
VALIC in writing of such determination and
its intent to terminate this Agreement,
and, (3) after consideration of the
actions taken by VALIC and any other
changes in circumstances since the giving
of such notice, the determination of FUND
shall continue to apply on the sixtieth
(60th) day since giving of such notice,
then such sixtieth day shall be the
effective date of termination;
(vi) At the option of VALIC after having been
notified by FUND of a termination or
proposed termination of the Investment
Advisory Agreement between FUND and
ADVISER or its successors, which notice
FUND shall provide promptly to VALIC, the
effective date of termination of the
Agreement to be as determined by VALIC;
(vii) In the event FUND's shares are not
registered, issued or sold in accordance
with applicable federal law, or such law
precludes the use of such shares of the
FUND as the
- 23 -
<PAGE> 24
underlying investment medium of the
Contracts issued or to be issued by VALIC.
Prompt notice of election to terminate
under this paragraph shall be furnished by
VALIC with said termination to be
effective upon receipt of notice;
(viii) At the option of FUND upon a reasonable
determination by the Board in good faith
that it is no longer advisable and in the
best interests of shareholders for FUND to
continue to operate pursuant to this
Agreement. Prompt notice of election to
terminate under this paragraph shall be
furnished by FUND with said termination to
be effective upon receipt of notice;
(ix) At the option of FUND if the Contracts
cease to qualify as annuity contracts or
life insurance contracts, as applicable,
under the Code, or if FUND reasonably
believes that the Contracts may fail to so
qualify. Prompt notice of election to
terminate under this paragraph shall be
furnished by FUND with said termination to
be effective upon receipt of notice;
(x) At the option of VALIC, upon FUND'S breach
of any material provision of this
Agreement, which breach has not
- 24 -
<PAGE> 25
been cured to the satisfaction of VALIC
within ten days after written notice of
such breach is delivered to FUND;
(xi) At the option of FUND, upon VALIC's breach
of any material provision of this
Agreement, which breach has not been cured
to the satisfaction of FUND within ten
days after written notice of such breach
is delivered to VALIC;
(xii) At the option of FUND, if the variable
contracts are not registered, issued or
sold in accordance with applicable federal
and/or state law. Prompt notice of
election to terminate under this paragraph
shall be furnished by FUND with said
termination to be effective upon receipt
of notice;
(xiii) At the option of VALIC, if (1) VALIC shall
determine, in its sole judgment reasonably
exercised in good faith, that FUND is the
subject of material adverse publicity and
such material adverse publicity is likely
to have a material adverse impact on the
sale of the Contracts and/or the
operations or business reputation of
VALIC, (2) VALIC shall have notified FUND
in writing of such determination and its
intent to terminate this Agreement, and,
(3) after consideration of the actions
taken by
- 25 -
<PAGE> 26
FUND and any other changes in
circumstances since the giving of such
notice, the determination of VALIC shall
continue to apply on the sixtieth (60th)
day since giving of such notice, then such
sixtieth day shall be the effective date
of termination;
(xiv) At the option of VALIC, if VALIC shall
determine that it is no longer advisable
and in the best interests of Contract
owners to utilize the FUND as underlying
investment vehicle and VALIC determines to
substitute the shares of another
investment company for the corresponding
shares of FUND in accordance with the
terms of the Contracts for which those
shares had been selected to serve as the
underlying investment media.
(d) No termination of this Agreement (except a
termination under Section 16.(c)(xiv) immediately above) shall be effective
unless and until the party terminating this Agreement gives prior written
notice to all other parties to this Agreement of its intent to terminate, which
notice shall set forth the basis for such termination.
(e) Notwithstanding any termination of this Agreement
pursuant to Section 16(c) hereof, at the election of VALIC, FUND shall continue
to make available additional
- 26 -
<PAGE> 27
FUND shares, as provided below, pursuant to the terms and conditions of this
Agreement, for all Contracts in effect on the effective date of termination of
this Agreement (hereinafter referred to as "Existing Contracts").
Specifically, without limitation, if VALIC elects to have FUND make additional
shares available, the owners of the Existing Contracts or VALIC, whichever
shall have legal authority to do so, shall be permitted to reallocate
investments in FUND, redeem investments in FUND and/or invest in FUND upon the
payment of additional premiums under the Existing Contracts. In the event of a
termination of this Agreement pursuant to Section 16(c) hereof, VALIC, as
promptly as is practicable under the circumstances, shall notify FUND whether
VALIC shall elect to continue to have FUND shares made available after such
termination. If FUND shares continue to be made available after such
termination, the provisions of this Agreement shall remain in effect and
thereafter either FUND or VALIC may terminate the Agreement, as so continued
pursuant to this Section 16(e), upon prior written notice to the other party
such notice to be for a period that is reasonable under the circumstances. In
determining whether to elect to continue to have additional FUND shares made
available, VALIC shall act in good faith, giving due consideration to the
interests of existing shareholders, including holders of Existing Contracts.
Notwithstanding the foregoing, FUND shall not be required to make available
additional FUND shares if doing so would be prohibited by law.
17. Any notice shall be sufficiently given when sent by registered
or certified mail (return receipt requested) to the other party at the address
of such party set forth below or at such other address as such party may from
time to time specify in writing to the other party.
- 27 -
<PAGE> 28
If to FUND: David L. Ray, Vice President and Treasurer
Founders Financial Center
2930 East Third Avenue
Denver, CO 80206
If to VALIC: The Variable Annuity Life Insurance
Company
2929 Allen Parkway
Houston, TX 77019
Attn: Cynthia A. Toles
If to ADVISER: David L. Ray, Vice President and Treasurer
Founders Financial Center
2930 East Third Avenue
Denver, CO 80206
18. Confidentiality. Each party agrees that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of this
Agreement shall be kept confidential and shall not be voluntarily disclosed to
any other person, except as may be required by law. This provision shall
survive the termination of this Agreement.
19. This Agreement shall be subject to the provisions of the 1940
Act and the rules and regulations thereunder, including any exemptive relief
therefrom and the orders of the SEC setting forth such relief.
20. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of Texas.
- 28 -
<PAGE> 29
21. This Agreement may be executed in two or more counterparts,
each of which taken together shall constitute one instrument.
Executed this 1st day of May , 1996.
--- ---------
Founders Growth Fund, Inc.
Attest:[ILLEGIBLE] By:/s/ DAVID L. RAY
--------------------------- ---------------------------------
David L. Ray
Vice President & Treasurer
Founders Asset Management, Inc.
Attest:[ILLEGIBLE] By:/s/ DAVID L. RAY
--------------------------- ---------------------------------
David L. Ray
Vice President & Treasurer
The Variable Annuity Life Insurance
Company
Attest:[ILLEGIBLE] By:[ILLEGIBLE]
--------------------------- ---------------------------------
Chairman and CEO
- 29 -
<PAGE> 30
SCHEDULE A
Funds
The following series of Founders Funds, Inc.:
Founders Growth Fund, Inc.
<PAGE> 31
SCHEDULE B
Accounts
The Variable Annuity Life Insurance Company
Separate Account A
<PAGE> 32
EXHIBIT C
FUND or ADVISER will pay VALIC the following asset-based Services fee computed
daily and payable quarterly on the aggregate net asset value of the shares of
each FUND maintained in accounts established with the FUND by VALIC:
<TABLE>
<CAPTION>
12b-1 Fee
Fund Per Annum
- ---- ---------
<S> <C>
Founders Growth Fund 0.25%
</TABLE>
<PAGE> 1
EXHIBIT 8(g)
[FRANKLIN/TEMPLETON DISTRIBUTORS, INC. LETTERHEAD]
May 6, 1996
The Variable Annuity Life Insurance Company
2919 Allen Parkway
Houston, Texas 77019
Attention: Mr. Norman Jaskol
Vice President, Director of Marketing
Re: MASTER SHAREHOLDER SERVICES AGREEMENT FOR THE
FRANKLIN TEMPLETON GROUP OF FUNDS
We understand that you currently provide administrative and
investment services under your organization's group and individual annuity
contracts ("Annuity Contracts") which are offered in connection with qualified
and non-qualified employee benefit plans ("Benefit Plans"). These Plans and
the owners of these Annuity Contracts may invest indirectly in mutual fund
shares through the Annuity Contracts, in which case you keep track of and keep
records of the various indirect interests in the funds. In connection with the
foregoing, you either directly or indirectly maintain Annuity Contract, Benefit
Plan and/or participant investment accounts and provide other administrative
services to Annuity Contracts, Benefit Plans and participants.
Our primary business is providing shareholder servicing and
distribution services to the Franklin Templeton Group of Funds. The open-end
investment companies listed on Exhibit A for which we serve as principal
underwriter (collectively the "Funds" or individually a "Fund") have adopted
plans under Rule 12b-1 of the Investment Company Act of 1940 (the "Act") for
making payments to certain persons for, among other things, shareholder
servicing (collectively the "12b-1 Plans" or individually a "12b-1 Plan"). In
connection with this Agreement, shares of the Funds will be available for
purchase through the Annuity Contracts at net asset value and without the
imposition by us of a sales charge in accordance with provisions for net asset
value purchases contained in the Funds' prospectuses.
We desire to enter into an Agreement with you for the
servicing of certain shareholders of, and the administration of certain
shareholder accounts in, the Funds which
<PAGE> 2
have been established on behalf of the Annuity Contracts and Benefit Plans.
The terms and conditions of the Agreement shall be as follows:
1. You shall provide administrative services for participants in
the Annuity Contracts or Benefit Plans who hold indirect beneficial interests
in the Funds through insurance company separate accounts within the Annuity
Contracts. Such services shall include, without limitation, some or all of the
following: answering inquiries regarding the Funds; assistance in changing
account designations and addresses; performance of sub-accounting;
establishment and maintenance of accounts and records; assistance in processing
purchase and redemption transactions; providing periodic statements showing a
participant's account balance and the integration of such statements with those
of other transactions and balances in the participant's other accounts serviced
by you, if any; and such other information and services as we reasonably may
request, to the extent you are permitted by applicable statute, rule or
regulation to provide such information or services.
2. We shall recognize, and we shall instruct the Funds and their
transfer agent to recognize, all contract owners and Benefit Plans investing
through the Annuity Contracts as a single shareholder and not to maintain
separate accounts for Annuity Contracts or Benefit Plans including any
participants thereof. Neither we, nor the Funds, nor any affiliate thereof
(hereinafter "Franklin or Templeton entity"), shall have any responsibility
with respect to administrative services, including tax reporting, for Annuity
Contracts or Benefit Plans, including participants in either.
3. You represent you have notified the appropriate Annuity
Contract owners and Benefit Plan sponsors of the nature of the arrangements
provided for in this Agreement, and, by virtue of their participation in the
Annuity Contracts, that the appropriate sponsors have agreed to such
arrangements.
4. You represent and warrant that you do not provide investment
advice to Annuity Contract owners or Benefit Plan participants investing
indirectly in the Funds through separate accounts contained therein, with
respect to their individual investment fund selections. However, we note and
agree that you may reserve the right to eliminate or add funds \ investment
accounts \ available through the Annuity Contracts, and that you may provide
investment services at the Annuity contract level, such as cash management
services.
5. Neither you nor any of your employees or agents are authorized
to make any representation concerning the shares of the Funds, without our
prior written consent, except those contained in the then current prospectuses
and statements of additional information, and in current printed sales
literature of the Funds, copies of which will be supplied to you by us promptly
after filing; and you shall have no authority to act as agent for the Funds or
for us except where necessary to perform specific services under this Agreement
and as further described on Exhibit B. You agree to send us literature
referring specifically to the Funds for
2
<PAGE> 3
the Annuity Contracts and we agree to provide you comments on such literature
within five business days of our receipt thereof.
6. You agree to hold harmless and indemnify us, the Funds and any
other Franklin or Templeton entity, including any employees, officers,
directors or trustees, against any claims or actions resulting from a violation
or alleged violation of any law, rule, or regulation, including claims or
actions which arise out of the fact that the Annuity Contracts are invested in
shares of regulated investment companies that are also available without
limitation to investors from the general public, or material violation or
alleged material violation of any provisions of this Agreement, or any material
misstatements or omissions or alleged material misstatements or omissions to
state a material fact by you, or your employees or agents (unless made in
reasonable reliance upon information provided by us), which claims or actions
result in liability to any of the aforementioned parties (including amounts
paid in settlement with your consent), such indemnification to include the
payment of any reasonable legal fees incurred in connection with investigating
or defending such claims or actions; and, in addition, in the event we
determine to refund any amounts paid by any investor by reason of any such
claims or actions on your part, you shall return to us any fees previously paid
under this Agreement by us to you with respect to such refunded amounts.
We agree to hold harmless and indemnify you, and any other
VALIC entity, including any employees, officers, or directors, against any
claims or actions resulting from a violation or alleged violation of any law,
rule, or regulation, or material violation or alleged material violation of any
provisions of this Agreement by us, or any material misstatements or omissions
or alleged material misstatements or omissions to state a material fact, which
claims or actions result in liability to any of the aforementioned parties
(including amounts paid in settlement with our consent), such indemnification
to include the payment of any reasonable legal fees incurred in connection with
investigating or defending such claims or actions.
The indemnifying party shall be entitled to assume the defense
of any action against the other party, with counsel satisfactory to the other
party. After the indemnifying party assumes the defense, the other party shall
bear legal fees and other expenses incurred independently other than reasonable
costs of litigation.
The aforementioned indemnification obligations of either party
are subject to and limited by any related provisions in Exhibit B to the
Agreement. The obligations are also subject to notice to the other party
within a reasonable time after the action is commenced. In addition,
notwithstanding any other provision of this Agreement, neither party shall have
any liability or owe any indemnity obligation to the other by reason of the
other's willful misfeasance, bad faith, gross negligence or reckless disregard
of its duties and obligations, or for any incidental or consequential losses,
claims, actions, expenses or liabilities.
7. In consideration of the services and facilities described
herein, you shall be entitled to receive from us such fees as are set forth in
Exhibit A hereto. Please note that the
3
<PAGE> 4
rate of fees payable with respect to the Funds as indicated in Exhibit A may
change at any time. The fees payable through a 12b-1 Plan may be changed in
our discretion or in the discretion of the Funds' boards. We shall provide you
with reasonable advance notice of any change in fees payable to you. The
payment of such fees will be paid solely out of the fees paid to us under such
12b-1 Plans, and shall be paid only so long as the 12b-1 Plans and this
Agreement are in effect. You agree to waive payment of any fees payable to you
hereunder, until such time as we are in receipt of such fees from the Funds.
We shall pay the amount to which you are entitled on a quarterly basis and
deliver to you a statement showing the calculation of the amounts payable to
you, along with other supporting data reasonably requested by you. For the
payment period in which this Agreement terminates, there shall be an
appropriate proration of the fee on the basis of the number of days that the
Agreement is in effect during the quarter.
8. Except as otherwise agreed in writing, you shall bear all
expenses incidental to the performance of the services described herein. We
shall, however, provide you with such copies of relevant prospectuses for all
participants making an initial Fund purchase as well as relevant prospectuses,
proxy material, periodic reports to shareholders, and other material as shall
be reasonably requested by you. We shall provide you with these materials as
they are produced and periodically updated for the Funds.
9. We reserve the right, in our discretion and without notice, to
refuse an order for the purchase of shares or suspend the sale of shares or
withdraw the sale of shares of any or all of the Funds if such purchase or sale
would violate any applicable federal or state law or, with respect to any of
the Funds, if the Funds are closed to accepting additional investments from
Benefit Plans and other investors.
10. This Agreement shall become effective as of the date it is
initially executed by either party. Subject to all applicable termination
provisions, this Agreement shall run for an initial period of one year from the
date of such execution, and shall be automatically renewed on the anniversary
date of its execution for successive one-year periods.
11. This Agreement shall terminate automatically (i) in the event
of its "assignment," the term "assignment" for this purpose having the meaning
defined in Section 2(a)(4) of the Act, or (ii) as to a Fund, in the event that
the 12b-1 Plan related to that Fund terminates, or (iii) as to a Benefit Plan,
in the event that your services to the Plan terminates or the Benefit Plan
ceases to be a Annuity Contract owner investing indirectly in the Funds;
provided, however, that this Agreement shall not terminate if it is assigned by
you to another entity that is directly or indirectly controlled by, or in common
control with, or a parent corporation of The Variable Life Insurance Company.
Upon termination of a 12b-1 plan of a Fund, and, necessarily, the termination of
the compensation arrangement for shareholder services with respect to that Fund,
we would nevertheless continue to provide other administrative and shareholder
services as outlined in and subject to the terms and conditions of Exhibit B and
elsewhere in the Agreement as long as Benefit Plans continue to invest
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<PAGE> 5
indirectly in the Fund(s) through the Annuity Contracts, and we continue to act
as distributor of the Funds. In addition, we would anticipate that Annuity
Contracts would continue to be able to purchase shares of the Funds as long as
we continued to serve as distributor for the Funds and the Funds were generally
available for sale to the public. Under such circumstances, we would also
continue to provide you with copies of relevant prospectuses, proxy material,
periodic reports to shareholders, and other material as shall be reasonably
requested by you with respect to such ongoing investment in the Fund by Annuity
Contracts.
12. This Agreement may be terminated, as to a Fund, (i) at any
time (without the payment of any penalty) upon instruction by a majority of the
"non-interested trustees" or "non-interested directors," as relevant, as
defined in the 12b-1 Plan related to the Fund, or pursuant to a vote of a
majority of the outstanding voting securities, as defined in the 12b-1 Plan, of
the Fund or, (ii) upon reasonable advance written notice to you at your
principal place of business by us, in our discretion. You may terminate this
Agreement upon reasonable advance notice addressed to us at our principal place
of business. Either party may also terminate this Agreement for cause on
material violation by the other party of any provision of this Agreement.
Failure to terminate for any cause shall not constitute a waiver of any right
to terminate at a later date for any such cause.
In addition, following such termination, if the 12b-1 Plan of
any Fund remains in effect providing for compensation arrangements for
shareholder services of the type covered by this Agreement, you continue to
provide shareholder services to Annuity Contracts or Benefit Plans investing in
the Funds, and we remain as distributor of the Funds, we shall continue to make
available the compensation provided by Exhibit A, subject to the terms and
conditions of this Agreement as though still in effect.
13. We represent that we would not terminate this Agreement for
competitive reasons. For example, we would not terminate this Agreement as to a
Benefit Plan were a Franklin or Templeton entity, or another party with whom we
have entered into a similar shareholder services agreement, to have interests
in also providing recordkeeping services for the Plan. We would also not
actively solicit as potential recordkeeping clients of a Franklin or Templeton
entity Benefit Plans, or actively facilitate the solicitation of such clients
by another third party administrator, while the Plans are Group Annuity clients
of your firm. In the event this Agreement is terminated, you will not use the
Franklin Templeton name or any other words which may be reasonably construed to
imply a continuing relationship. In the event this Agreement is terminated as
to a Fund, or in its entirety, you will not use the Franklin Templeton name or
any other words which may be reasonably construed to imply a continuing
relationship, with respect to the Fund, or the overall context of this
Agreement.
14. This Agreement and any amendments thereto shall not be
amended, except by written instrument executed by all parties. This Agreement
contains the entire agreement
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<PAGE> 6
between the parties with respect to the subject matter and supersedes all prior
agreements or understandings between the parties.
15. We acknowledge and agree that you may enter into agreements
similar to this Agreement with organizations other than us which also serve as
principal underwriters for, or distributors of, or transfer agents for, mutual
funds. You acknowledge and agree that, nothing contained herein shall prohibit
us, the Funds or any Franklin or Templeton entity from entering into agreements
similar to this Agreement with organizations other than you or soliciting any
employee benefit plan or sponsor thereof to enter into an arrangement with us
or any other Franklin or Templeton entity for services similar to those to be
provided under this Agreement. We agree that we will not enter into a master
shareholder services agreement with an insurance company with respect to group
annuity contracts, unless the compensation arrangements of such agreement were
substantially the same as in this Agreement. We acknowledge that we will not
contact any contract holders of the Annuity Contracts or participants of
Benefit Plans without your written approval.
16. You agree that we may disclose to third parties that we have
entered into an arrangement with you, and we agree that you may disclose to
third parties that you have entered into an arrangement with us. You and we
agree to keep confidential all proprietary data, software, processes,
information, and documentation related to this Agreement, except as may be
necessary or useful to perform obligations under this Agreement or otherwise as
may be agreed to, from time to time, by the parties.
17. Communications with respect to this Agreement shall be sent as
follows:
If to you, to: The Variable Annuity Life Insurance Company
2929 Allen Parkway
Houston, Texas 77019
Attention: Cynthia A. Toles, Esq.
Senior Associate General Counsel
If to us, to: Franklin Templeton Distributors, Inc.
777 Mariners Island Boulevard
San Mateo, California 94404
Attention: Deborah R. Gatzek
Senior Vice President
With a copy to: Templeton Investment Counsel, Inc.
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<PAGE> 7
500 E. Broward Blvd.
Suite 2100
Ft. Lauderdale, Florida 33394
Attention: Wesley E. Freeman
Senior Vice President
18. This Agreement and all the rights and obligations of the
parties shall be governed by and construed under the laws of the State of
California without giving effect to the principles of conflicts of laws and the
provisions shall be continuous. This Agreement shall be subject to the
provisions of the 1940 Act and the rules and regulations thereunder, including
any exemptive relief therefrom and the orders of the SEC setting forth such
relief. In the event that any provision of this Agreement, or the application
of any such provision to any person or set of circumstances, shall be
determined to be invalid, unlawful, void or unenforceable to any extent, the
remainder of this Agreement, and the application of such provision to persons
or circumstances other than those as to which it is determined to be invalid,
unlawful, void or unenforceable, shall not be impaired or otherwise affected
and shall continue to be valid and enforceable to the fullest extent permitted
by law.
FRANKLIN TEMPLETON DISTRIBUTORS, INC.
By: /s/ DEBORAH R. GATZEK
----------------------------------------
Deborah R. Gatzek, Senior Vice President
Accepted and Agreed To:
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By: /s/ STEPHEN D. BICKEL
-----------------------------------
Stephen D. Bickel
Title: Chairman and CEO
--------------------------------
7
<PAGE> 8
EXHIBIT A
FRANKLIN TEMPLETON FUNDS
PARTICIPATING IN SHAREHOLDER SERVICING ARRANGEMENTS
WITH THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
AND FEE SCHEDULE
You shall be entitled to a fee equal to the below referenced basis
points per annum of the average daily net asset value of the shares invested
through your arrangements with Benefit Plans in each calendar quarter. The
average daily net assets invested through such arrangements over a three-month
period shall be computed in the same manner as each Fund uses to compute its
net assets as set forth in its then current Prospectus.
Lower fees will be payable through certain Funds' 12b-1 plans with
respect to assets invested in such Funds prior to the adoption of 12b-1 plans.
Were any assets attributable to Benefit Plans invested in such Funds prior to
the adoption of 12b-1 plans, you shall be entitled to a lower fee with respect
to such assets in these Funds.
For your reference, we have also provided a listing of Funds by investment
strategy pursued.
I. 10 Basis Points Per Annum
Franklin Short-Intermediate U.S. Government Securities Fund
II. 15 Basis Points Per Annum
Franklin Custodian Funds-Income Series
Franklin Custodian Funds-U.S. Government Securities Series
III. 25 Basis Points Per Annum
Franklin Cash Reserves Money Market Fund
Franklin Equity Income Fund
Franklin Investment Grade Income Fund
Franklin Small Cap Growth Fund
Templeton Developing Markets Trust
Templeton Foreign Fund
Templeton Growth Fund, Inc.
IV. 50 Basis Points Per Annum
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<PAGE> 9
Franklin Balance Sheet Fund*
GROUPING OF FUNDS BY TYPE OF INVESTMENT STRATEGY PURSUED
I. Funds for Capital Preservation
Franklin Cash Reserves Money Market Fund
II. Funds for High Current Income
Franklin Investment Grade Income Fund
Franklin Short-Intermediate U. S. Government Securities Fund
Franklin Custodian Funds-U.S. Government Securities Series
III. Funds for High Current Income and Capital Growth
Franklin Custodian Funds-Income Series
IV. Funds for Domestic Capital Growth
Franklin Balance Sheet Fund*
Franklin Equity Income Fund
Franklin Small Cap Growth Fund
V. Funds for Global Capital Growth
Templeton Growth Fund, Inc.
VI. Funds for International (non-U.S.) Growth
Templeton Developing Markets Trust
Templeton Foreign Fund
* Franklin Balance Sheet Fund is not available for purchase by Benefit Plans in
Arkansas.
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<PAGE> 10
EXHIBIT B
PROVISIONS RELATING TO AGENCY SERVICES
A. You, or your agent or designee, agree in connection with
establishing an account or accounts for Annuity Contracts or Benefit Plans, to
complete a Franklin Templeton Institutional Services Application, and an
Institutional Telephone Privileges Agreement for each account registration.
B. We agree to furnish or cause to be furnished to you, for each
Fund (1) confirmed net asset value information as of the close of trading
(currently 4:00 P.M. East Coast time, 1:00 P.M. Pacific Coast time) on the New
York Stock Exchange (the "Close of Trading") on each business day that the New
York Stock Exchange is open for business (each a "Business Day") or at such
other time as the net asset value of a Fund is calculated, as disclosed in the
relevant then current prospectus(es), in a format which includes the Fund's
name and the change from the last calculated net asset value, (2) dividend and
capital gains information as it arises, and (3) in the case of fixed income
funds, the daily accrual or the distribution rate factor. We shall use our
best efforts to provide or cause to be provided to you such information by 6:30
p.m. East Coast time, 3:30 p.m. Pacific Coast time. You elect to receive all
income, dividends and capital gains distributions in the form of additional
shares. You reserve the right to revoke this election.
C. You, as agent for the Franklin Templeton Group of Funds shall:
(1) receive from the Annuity Contract owners Benefit Plans for acceptance as of
the Close of Trading on each Business Day (based upon the Benefit Plans'
receipt of instructions from participants of the Benefit Plans prior to the
Close of Trading on such Business Days): (a) orders for the purchase of shares
of the Funds, (b) exchange orders, and (c) redemption requests and redemption
directions with respect to shares of the Funds held in separate accounts for
benefit of the Annuity Contracts and Benefit Plans ("Instructions"); (2)
transmit to us such net purchase and/or net redemption Instructions no later
than 8:00. East Coast time, 5:00 a.m. Pacific Coast time on the next following
Business Day; and (3) upon acceptance of any such Instructions, communicate
such acceptance as appropriate within your system and Group Annuity program (a
"Confirmation"). The Business Day on which such Instructions are received in
proper form by you and time stamped by the Close of Trading will be the date as
of which Fund shares shall be deemed purchased, exchanged, or redeemed as a
result of such Instructions. Instructions received in Proper Form by you and
time stamped after the Close of Trading on any given Business Day shall be
treated as if received on the next following Business Day. You warrant that
all orders, Instructions and Confirmations received by you which will be
transmitted to us for processing as of a particular Business Day will have been
received and time stamped prior to the Close of Trading on that previous
Business Day. Proper Form shall be interpreted to mean when amounts to be
invested or redeemed are identified on your system by participant, Annuity
Contract, Benefit Plan and Fund.
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<PAGE> 11
D. You will wire payment, or arrange for payment to be wired by
your designated bank, for such purchase orders, in immediately available funds,
to a Fund custodial account or accounts designated by us. Such wires must be
received no later than the close of the Federal Reserve Bank, which is 6:00
p.m. East Coast time, on the Business Day following the Business Day as of
which such purchase orders are made in conformance with Paragraph C.
E. Generally, when net redemptions of shares of the Funds are the
result of participant-initiated exchanges among investment alternatives offered
to an Annuity Contract or a Benefit Plan or distributions to participants
terminating employment, we will wire payment, or arrange for payment to be
wired, for redemption orders, in immediately available funds, to an account or
accounts designated by you, as indicated on the original application for
Benefit Plans investing in the Funds or as amended in writing, as soon as
possible but in any event no later than 1:00 p.m. East Coast time, 10:00 a.m.
Pacific Coast time on the Business Day following the Business Day as of which
such redemption orders are made in conformance with Paragraph C. However, when
redemptions (and to the extent such redemptions) are the result of a decision
by an Annuity Contract owner, a Benefit Plan sponsor or other Benefit Plan
fiduciary to eliminate a Fund as the underlying investment of a separate
account within the Group Annuity and such elimination would result in a
redemption by the Annuity Contract owner or Plan of $1 million or more, we
reserve the right to delay settlement in accordance with standard securities
transactions settlement guidelines of the Securities and Exchange Commission as
then in effect.
F. Upon our request, you shall provide copies of historical
records relating to transactions between the Funds and the participants
investing in such Funds, written communications regarding the Funds to or from
participants of Benefit Plans and other materials, in each case as may
reasonably be requested to enable us or any other designated entity, including,
without limitation, auditors, investment advisers or transfer agents for the
Funds to monitor and review the services being provided under this Agreement,
or to comply with any request of a governmental body or self-regulatory
organization or a shareholder. You also agree that you will permit us or the
Funds or any other Franklin or Templeton entity, or any duly designated
representative to have reasonable access to your personnel and records (at our
expense for any out of pocket expenses we would incur in this regard) in order
to facilitate the monitoring of the quality of the services being provided
under this Agreement. We also agree to cooperate with you and appropriate
government authorities having jurisdiction, and shall permit these authorities
reasonable access to our books and records in connection with any investigation
or inquiry relating to this Agreement.
G. You shall assume responsibility for any loss to us or to a
Fund caused by a cancellation or correction made subsequent to the date as of
which an order or Instruction has been placed, and you will immediately pay
such loss to us or such Fund upon notification. You agree to indemnify and
hold us harmless with respect to any such losses including losses resulting
from Instructions involving investments in incorrect Funds. We shall indemnify
and
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<PAGE> 12
hold you harmless from the effective date of this Agreement against any amount
you are required to pay under Annuity Contracts or to Benefit Plans due to (1)
the Fund's incorrect calculation of the daily net asset value, dividend rate,
or capital gains distribution rate; or, (2) incorrect reporting of the daily
net asset value, dividend rate, or capital gain distribution rate. Any gain to
you, the Annuity Contracts or the Benefit Plans attributable to the incorrect
calculation or reporting of the daily net asset value shall be immediately
returned to the Fund. You agree to make a reasonable effort to recover from
the Annuity Contract owners, Benefit Plans or Benefit Plans' participants any
material losses incurred by us or the Fund as a result of the foregoing. You
will submit an invoice to us for any losses incurred by you, the Annuity
Contracts or the Benefit Plans investing in the Funds, as a result of the
foregoing, which shall be payable by us within sixty (60) days of receipt.
Instructions received later than the cut off times established in paragraph C
shall be processed as of the next Business Day following the Business Day
originally intended.
H. Each party shall notify the other of any errors or omissions
in any information including the net asset value and distribution information
set forth above, and interruptions in or delay or unavailability of, the means
of transmittal of any such information as promptly as possible. Each
represents that they either maintain reasonable Errors and Omissions insurance
coverage or that they have sufficient financial resources to satisfy their
potential financial obligations under this Agreement.
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<PAGE> 1
EXHIBIT 8(h)
PARTICIPATION AGREEMENT
THIS AGREEMENT is made by and between the mutual funds which are
identified on Schedule A hereto, as amended from time to time, and which have
executed this Agreement (the "Funds"), the Vanguard Group, Inc. ("Adviser"), a
Pennsylvania corporation, and The Variable Annuity Life Insurance Company
("VALIC"), a life insurance company organized under the laws of the State of
Texas, on its own behalf and on behalf of each segregated asset account set
forth on Schedule A hereto as amended from time to time (each such account
hereinafter referred to as "ACCOUNT").
WHEREAS, VALIC wishes to offer as investment options under certain
group variable annuity and funding contracts and certain employee benefit plans
under the Internal Revenue Code of 1986, as amended, one or more of the Funds;
WHEREAS, each Fund is registered with the Securities and Exchange
Commission ("SEC") under the Investment Company Act of 1940 (the "1940 Act") as
an open-end, diversified, management investment company; and
WHEREAS, each Fund is (i) organized as (A) a series fund, and
currently intends to issue shares of separate series (each a "Portfolio");
those Portfolios which are subject to this Agreement are listed on Schedule B
hereto, and the Board of Directors/Trustees of each such Fund (the "Board") may
in the future issue shares of additional Portfolios; or (B) an individual
portfolio; and (ii) issues shares to the general public and to the separate
accounts of insurance companies ("Participating Insurance Companies") to fund
variable insurance products and certain qualified pension and retirement plans;
and
WHEREAS, Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940 and any applicable state securities law; and
WHEREAS, VALIC has established ACCOUNT to offer variable contracts
(the "Contracts") and is desirous of having each of the Funds as one of the
underlying funding vehicles for the Contracts; and
WHEREAS, the Funds and Adviser know of no reason why shares in any
Fund or Portfolio ("Shares") may not be sold to Participating Insurance
Companies to fund variable insurance products and qualified pension and
retirement plans; and
WHEREAS, VALIC intends to purchase shares of other open-end management
investment companies that offer shares to the general public to fund the
Contracts; and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, VALIC intends to purchase shares of the Funds to fund the
Contracts and Adviser is or will be authorized to sell such shares to VALIC at
net asset value;
<PAGE> 2
NOW, THEREFORE, in consideration of their mutual promises, VALIC, the
Funds and Adviser agree as follows:
1. Each Fund and Adviser agree to make Shares available for
purchase by VALIC and ACCOUNT at the applicable net asset value per Share on
those days on which each Fund calculates its net asset value pursuant to SEC
rules. Each Fund shall use reasonable efforts to calculate such net asset
value on each day which the New York Stock Exchange is open for trading.
Notwithstanding the foregoing, the Board of a Fund may refuse to sell Shares to
any person, or suspend or terminate the offering of Shares, if such action is
required by law or by regulatory authorities having jurisdiction or is, in the
sole discretion of the Board acting in good faith and in light of their
fiduciary duties under federal and any applicable state laws, necessary in the
best interests of the shareholders of the Fund or the Portfolio
2. Subject to the terms and conditions set forth in this
Agreement, Adviser hereby appoints and retains VALIC, and VALIC agrees to act
as, each Fund's agent to perform the administrative services set forth herein
with respect to accepting purchase and redemption orders for Shares of each
Fund or Portfolio.
3. Issuance and transfer of shares will be by book entry only.
Stock certificates will not be issued to VALIC or ACCOUNT. Shares ordered from
a Fund will be recorded in an appropriate title for ACCOUNT or the appropriate
subaccount of ACCOUNT.
4. VALIC agrees to provide services to the Adviser including the
following:
a) responding to inquiries from Contract owners using
one or more of the Funds or Portfolios as an investment vehicle regarding the
services performed by VALIC as they relate to a Fund or Portfolio;
b) providing information to the Adviser and to Contract
owners with respect to shares attributable to Contract owner accounts;
c) developing and maintaining a means of identifying and
analyzing information relating to Contract owners using one or more of the
Funds or Portfolios as an investment vehicle through computer databases or
similar approaches;
d) printing and mailing of shareholder communications
from each Fund as may be required;
e) serving as the agent of the Funds for the receipt of
orders to purchase and redeem shares of the Funds and Portfolios pursuant to
Section 5;
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<PAGE> 3
f) cooperating with the Funds, the Adviser, and
governmental authorities in connection with the regulation of the Funds and the
sale of the shares of the Funds and Portfolios pursuant to Section 14;
g) providing data and materials to the Funds needed to
maintain the compliance of the Funds with the securities laws; and
h) communicating directly with Contract owners
concerning the Funds' operations.
5. Each Fund shall furnish same day notice (by wire, telecopier,
or telephone followed by written confirmation) to VALIC of any income,
dividends or capital gain distributions payable on any Shares. VALIC hereby
elects to receive all such income, dividends and capital gain distributions of
a Fund or Portfolio in the form of additional Shares of that Fund or Portfolio.
VALIC reserves the right to revoke this election and to receive all such
income, dividends and capital gain distributions in cash. Adviser shall notify
VALIC of the number of shares so issued as payment of such dividends and
distributions.
6. (a) Each Fund agrees to sell to VALIC Shares which VALIC
orders, (which orders will be based exclusively on the net transaction requests
VALIC receives from Contract holders) executing such orders on a daily basis at
the net asset value next computed after receipt by Adviser or its agent of the
order for the Shares. For purposes of this Section 6(a), VALIC shall be the
agent of each Fund for receipt of such orders from VALIC and receipt in proper
form by such agent prior to 4:00 p.m. Eastern time shall constitute receipt by
such Fund; provided that the Fund receives notice via the Adviser's standard
electronic data transmission format of such order by 5:00 a.m. New York time on
the next following Business Day. "In proper form" means that amounts to be
invested or redeemed are identified on VALIC's computer systems by Participant,
Plan, Contract and Fund in accordance with VALIC's standard procedures for
processing transactions. If such order is received by the Fund after 5:00
a.m., the Fund will reject such order and VALIC may resubmit such order (either
by including it with the next day's electronic data transmission or through
other mutually acceptable means) and the resubmitted order will be executed on
the basis of the net asset value computed that day. "Business Day" shall mean
any day on which the New York Stock Exchange is open for trading and on which
the Fund calculates its net asset value pursuant to the rules of the SEC.
(b) Each Fund agrees to redeem for cash, on VALIC's
request, (which requests will be based exclusively on the net transaction
requests VALIC receives from Contract holders) any full or fractional shares of
such Fund or Portfolio held by VALIC, executing such requests on a daily basis
at the net asset value next computed after receipt by such Fund or its designee
of the request for redemption. For purposes of this Section 6(b), VALIC shall
be the agent of each Fund for receipt of requests for redemption from
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<PAGE> 4
VALIC and receipt in proper form by such agent prior to 4:00 p.m. Eastern time
shall constitute receipt by the Fund; provided that the Fund receives notice of
such request for redemption by 5:00 a.m. New York time on the next following
Business Day. If such request for redemption is received by the Fund after
5:00 a.m., the request will be executed on the basis of the net asset value
computed that day. If such request is received by the Fund after 5:00 a.m.,
the Fund will reject such request and VALIC may resubmit such request (either
by including it with the next day's electronic data transmission or through
other mutually acceptable means) and the resubmitted request will be executed
on the basis of the net asset value computed that day.
(c) The Funds shall make the net asset value per share
for each Fund or Portfolio available to VALIC on a daily basis as soon as
reasonably practical after the net asset value per share is calculated but
shall use its best efforts to make such net asset value available by 6:30 p.m.
New York time. If a Fund provides VALIC with the incorrect share net asset
value information through no fault of VALIC, VALIC on behalf of the Separate
Accounts, shall be entitled to an adjustment to the number of shares purchased
or redeemed to reflect the correct share net asset value. Any error in the
calculation of net asset value, dividend and capital gain information greater
than or equal to $.01 per Share, shall be reported immediately upon discovery
to VALIC. Any error of a lesser amount shall be corrected in the next Business
Day's net asset value per share for such Fund or Portfolio.
(d) If VALIC requests the purchase of Shares pursuant to
Section 6(a), VALIC shall pay for such purchase by wiring federal funds to the
Fund or its designated custodial account on the Business Day following the
Business Day on which the order is trade dated. If VALIC requests a net
redemption resulting in a payment of redemption proceeds to VALIC pursuant to
Section 6(b), the Fund shall wire the redemption proceeds to VALIC on the
Business Day following the Business Day on which the order is trade dated,
unless doing so would require Adviser to dispose of portfolio securities or
otherwise incur additional costs, but in such event, proceeds shall be wired to
VALIC within three business days and the Fund shall notify the person
designated in writing by VALIC as the recipient for such notice of such delay
by 3:00 p.m. New York time the same Business Day that VALIC transmits the
redemption order to the Fund. If VALIC's order requests the application of
redemption proceeds from the redemption of shares of one Portfolio or Fund to
the purchase of shares of another Portfolio or Fund, the Fund shall so apply
such proceeds to the other Portfolio, or transfer them to the other Fund, on
the same Business Day that VALIC transmits such order to the Fund.
(e) Purchase and redemption orders shall be transmitted
separately for each Fund by VALIC to Adviser in a format consistent with
Adviser's specified file formats, which Adviser shall provide to VALIC within a
reasonable period of time prior to their application.
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<PAGE> 5
7. (a) The Funds or Adviser shall provide VALIC with as many
copies of each Fund's and Portfolio's current prospectus, statements of
additional information, latest annual and semi-annual report, and when
applicable, current proxy material, in each case as VALIC may reasonably
request. Each Fund or Adviser shall provide VALIC with as many copies of any
prospectus supplement for such Fund or Portfolio as VALIC may reasonably
request.
(b) Unless otherwise provided herein, all parties to this
Agreement shall bear all expenses incident to the performance of their
respective duties under this Agreement.
8. (a) VALIC will furnish, or will cause to be furnished, to
Adviser or its designee, each piece of sales literature or other promotional
material in which Adviser or any Fund is named. No such material will be used
if Adviser or its designee reasonably objects to its use in writing within ten
days after receipt of such material.
(b) Each Fund or its designee will furnish, or will cause
to be furnished, to VALIC, each piece of sales literature or other promotional
material in which VALIC is named. No such material will be used if VALIC
reasonably objects to its use in writing within ten days after receipt of such
material.
(c) Neither Adviser, any Fund or their affiliates or
agents shall give any information or make any representations on behalf of
VALIC or concerning VALIC, ACCOUNT, or the Contracts issued by VALIC, other
than the information or representations contained in a registration statement
or prospectus for such Contracts, as such registration statement and prospectus
may be amended or supplemented from time to time, or in reports for ACCOUNT or
prepared for distribution to owners of the Contracts, or in sales literature or
other promotional material approved by VALIC or its designee, except with the
permission of VALIC.
(d) VALIC and its affiliates and agents shall not give
any information or make any representations on behalf of Adviser or any Fund or
concerning Adviser or any Fund other than the information or representations
contained in a registration statement or prospectus for such Fund, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in sales literature or other promotional material approved by the
Fund or its designee, except with the permission of the Fund.
(e) For purposes of this Agreement, the phrase "sales
literature or other promotional material" or words of similar import include,
without limitation, advertisements (such as material published, or designed for
use, in a newspaper, magazine or other periodical, radio, television, telephone
or tape recording, videotape display, signs or billboards, motion pictures,
computer facility or service including the internet, or other public media),
sales literature (such as any written communication distributed or made
generally available to customers or the public, including brochures, circulars,
research reports, market letters, form letters, seminar texts, or reprints or
excerpts or any other advertisement, sales literature, or published article),
educational or training materials or other communications distributed or made
- 5 -
<PAGE> 6
generally available to some or all agents or employees, registration
statements, prospectuses, statements of additional information, shareholder
reports and proxy materials, and any other material constituting sales
literature or advertising under National Association of Securities Dealers,
Inc. ("NASD") rules or the 1933 or 1940 Acts.
9. (a) Except as limited by and in accordance with the
provisions of Sections 9(b) and 9(c) hereof, VALIC agrees to indemnify and hold
harmless Adviser and each Fund and each trustee of the Board of each Fund and
officers of each Fund and each person, if any, who controls each Fund and each
of the directors and officers of Adviser and each person, if any, who controls
Adviser within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 9) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of VALIC) or litigation (including legal and other
expenses) to which the Indemnified Parties may become subject under any
statute, regulation, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof) or
settlements are related to the sale or acquisition of any Shares or the
Contracts and:
(i) arise out of or are based upon any untrue
statements or alleged untrue statements of
any material fact contained in the
registration statement or prospectus or
sales literature for the Contracts or
contained in the Contracts (or any
amendment or supplement to any of the
foregoing), or arise out of or are based
upon the omission or the alleged omission
of a material fact required to be stated
therein or necessary to make the
statements therein not misleading,
provided that this agreement to indemnify
shall not apply as to any Indemnified
Party if such statement or omission or
such alleged statement or omission was
made in reliance upon and in conformity
with information furnished to VALIC by or
on behalf of any Fund for use in the
registration statement or prospectus for
the Contracts or in the Contracts or sales
literature (or any amendment or
supplement) or otherwise for use in
connection with the sale of the Contracts
or Shares; or
(ii) arise out of or as a result of statements
or representations (other than statements
or representations contained in the
registration statement, prospectus or
sales literature of any
- 6 -
<PAGE> 7
Fund not supplied by VALIC, or persons
under its control) or wrongful conduct of
VALIC or persons under its control, with
respect to the sale or distribution of the
Contracts or Shares; or
(iii) arise out of any untrue statement or
alleged untrue statement of a material
fact contained in a registration
statement, prospectus, or sales literature
of any Fund, or any amendment thereof or
supplement thereto, or the omission or
alleged omission to state therein a
material fact required to be stated
therein or necessary to make the
statements therein not misleading if such
statement or omission or such alleged
statement or omission was made in reliance
upon and in conformity with information
furnished to such Fund by or on behalf of
VALIC; or
(iv) arise as a result of any failure by VALIC
to substantially provide the services and
furnish the materials under the terms of
this Agreement; or
(v) arise out of or result from any material
breach of any representation and/or
warranty made by VALIC in this Agreement
or arise out of or result from any other
material breach of this Agreement by
VALIC; or
(vi) arise out of or result from the fact that
the Contracts are invested in shares of
regulated investment companies that are
also available without limitation to
investors from the general public.
(b) VALIC shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or
litigation to which an Indemnified Party is subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this Agreement or to
a Fund.
(c) VALIC shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified VALIC in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon such Indemnified Party (or
after such Indemnified Party shall have received notice of such service on any
designated agent), but failure to notify VALIC of any such claim shall not
- 7 -
<PAGE> 8
relieve VALIC from any liability which it may have to the Indemnified Party
against whom such action is brought otherwise than on account of this
indemnification provision. In case any such action is brought against an
Indemnified Party, VALIC shall be entitled to assume the defense thereof, with
counsel satisfactory to the party named in the action; provided, however, that
VALIC shall not settle or in any way compromise such action without first
obtaining the consent of the Indemnified Party (which consent shall not be
unreasonably withheld). After notice from VALIC to such party of VALIC's
election to assume the defense thereof, the Indemnified Party shall bear the
fees and expenses of any additional counsel retained by it, and VALIC will not
be liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the
defense thereof other than reasonable costs of investigation.
10. (a) Except as limited by and in accordance with the
provisions of Sections 10(b) and 10(c), Adviser agrees to indemnify and hold
harmless VALIC and each of its directors and officers and each person, if any,
who controls VALIC within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section 10)
against any and all losses, claims, damages, liabilities (including amounts
paid in settlement with the written consent of Adviser) or litigation
(including legal and other expenses) to which the Indemnified Parties may
become subject under any statute, regulation, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) or settlements are related to the sale or acquisition of any
Fund's shares or the Contracts and:
(i) arise out of or are based upon any untrue
statement or alleged untrue statement of
any material fact contained in the
registration statement or prospectus or
sales literature of any Fund (or any
amendment or supplement to any of the
foregoing), or arise out of or are based
upon the omission or the alleged omission
to state therein a material fact required
to be stated therein or necessary to make
the statements therein not misleading,
provided that this agreement to indemnify
shall not apply as to any Indemnified
Party if such statement or omission or
such alleged statement or omission was
made in reliance upon and in conformity
with information furnished to Adviser or
any Fund or its adviser by or on behalf of
VALIC for use in the registration
statement or prospectus for any Fund or in
sales literature (or any amendment or
supplement) or otherwise for use in
connection with the sale of the Contracts
or Shares; or
(ii) arise out of or as a result of statements
or representations (other than statements
or representations contained in the
registration statement, prospectus or
sales literature for the
- 8 -
<PAGE> 9
Contracts not supplied by Adviser or any
Fund or its adviser or persons under their
control) or wrongful conduct of Adviser or
any Fund or persons under their control,
with respect to the sale or distribution
of the Contracts or Shares; or
(iii) arise out of any untrue statement or
alleged untrue statement of a material
fact contained in a registration
statement, prospectus, or sales literature
covering the Contracts, or any amendment
thereof or supplement thereto, or the
omission or alleged omission to state
therein a material fact required to be
stated therein or necessary to make the
statements therein not misleading, if such
statement or omission or such alleged
statement or omission was made in reliance
upon and in conformity with information
furnished to VALIC by or on behalf of any
Fund; or
(iv) arise as a result of (a) a failure by any
Fund to substantially provide the services
and furnish the materials under the terms
of this Agreement; (b) a failure by any
Fund to qualify as a Regulated Investment
Company under Subchapter M of the Code; or
(c) a failure by any Fund to register its
shares as required by the laws of the
various states; or
(v) arise out of or result from any material
breach of any representation and/or
warranty made by Adviser in this Agreement
or arise out of or result from any other
material breach of this Agreement by
Adviser.
(b) Adviser shall not be liable under this
indemnification provision with respect to any losses, claims, damages,
liabilities or litigation to which an Indemnified Party is subject by reason of
such Indemnified Party's willful misfeasance, bad faith, or gross negligence in
the performance of such Indemnified Party's duties or by reason of such
Indemnified Party's reckless disregard of obligations and duties under this
Agreement or to VALIC.
(c) Adviser shall not be liable under this
indemnification provision with respect to any claim made against an Indemnified
Party unless such Indemnified Party shall have notified Adviser in writing
within a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice
of such service on any designated agent), but failure to notify Adviser of any
such claim shall not
- 9 -
<PAGE> 10
relieve Adviser from any liability which it may have to the Indemnified Party
against whom such action is brought otherwise than on account of this
indemnification provision. In case any such action is brought against the
Indemnified Parties, Adviser shall be entitled to participate at its own
expense in the defense thereof. Adviser also shall be entitled to assume the
defense thereof, with counsel satisfactory to the party named in the action;
provided, however, that Adviser shall not settle or in any way compromise such
action without first obtaining the consent of the Indemnified Party (which
consent shall not be unreasonably withheld). After notice from Adviser to such
party of Adviser's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by
it, and Adviser will not be liable to such party under this Agreement for any
legal or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.
11. Each Fund represents and warrants that Shares sold pursuant to
this Agreement shall be registered under the 1933 Act and duly authorized for
issuance, and shall be issued, in compliance in all material respects with
applicable law, and that each Fund is and shall remain registered under the
1940 Act for so long as required thereunder. Each Fund further represents and
warrants that it qualifies as a Regulated Investment Company under Subchapter M
of the Code, and will make every effort to maintain such qualification (under
Subchapter M or any successor or similar provisions), and that each Fund will
notify VALIC immediately upon having a reasonable basis for believing that it
has ceased to so qualify or that it might not so qualify in the future. Each
Fund will register and qualify its shares for sale in accordance with the laws
of the various states as may be required by law.
12. VALIC represents and warrants that it is an insurance company
duly organized and in good standing under applicable law and that it has
legally and validly established ACCOUNT as a segregated asset account under
Texas law and has registered ACCOUNT as a unit investment trust under the 1940
Act. VALIC represents and warrants that the Contracts are or will be
registered under the 1933 Act and that the Contracts will be issued in
compliance in all material respects with all applicable federal and state laws.
13. Each Fund will provide VALIC with at least one complete copy
of all prospectuses, statements of additional information, annual and
semi-annual reports, proxy statements, exemptive applications and all
amendments or supplements to any of the above that relate to the Funds and
Portfolios promptly after such documents become available to all investors in
the Fund or Portfolio. VALIC will provide each Fund or its designee with at
least one complete copy of all prospectuses, statements of additional
information, annual and semi-annual reports, proxy statements, exemptive
applications and all amendments or supplements to any of the above that relate
to ACCOUNT promptly after such documents become available to all investors in
the Fund or Portfolio.
- 10 -
<PAGE> 11
14. (a) Each party hereto shall cooperate with each other
party and all appropriate governmental authorities having jurisdiction
(including, without limitation, the SEC, the NASD, and state insurance
regulators) and shall permit such authorities reasonable access to its books
and records in connection with any investigation or inquiry relating to this
Agreement or the transactions contemplated hereby.
15. VALIC reserves the right to vote Shares held in the Account in
its own right, to the extent permitted by law.
16. (a) This Agreement shall continue in full force and effect
until termination by any Party for any reason, by two (2) months advance
written notice delivered to the other Parties (which may, however, be waived by
the other party). Notwithstanding any termination of this Agreement, the Funds
shall continue to make available additional Shares for all Contracts in effect
on the effective date of termination of this Agreement unless the Adviser, in
its sole judgment exercised in good faith, determines that VALIC has failed to
comply with any provision of this Agreement.
(b) Notwithstanding any termination of this Agreement,
VALIC's and the Adviser's obligation under Sections 9 and 10 to indemnify the
other shall survive.
17. Each Fund and Adviser agree to comply with, and to ensure that
each Fund complies with, any applicable state insurance laws or regulations,
including cooperating with VALIC in any filings of sales literature for the
Contracts, to the extent notified thereof in writing by VALIC.
18. Any notice shall be sufficiently given when sent by registered
or certified mail (return receipt requested) to the other party at the address
of such party set forth below or at such other address as such party may from
time to time specify in writing to the other party.
If to a Fund:
As set forth on Schedule A
If to Adviser:
The Vanguard Group, Inc.
100 Vanguard Boulevard
Malvern, PA 19355
Attention: Dennis Simmons
- 11 -
<PAGE> 12
If to VALIC:
The Variable Annuity Life Insurance Company
2929 Allen Parkway
Houston, TX 77019
ATTN: Cynthia A. Toles
19. This Agreement shall be subject to the provisions of the 1933,
1934 and 1940 Acts and the rules and regulations thereunder, including any
exemptive relief therefrom and the orders of the SEC setting forth such relief.
20. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Pennsylvania.
21. This Agreement may be executed in two or more counterparts,
each of which taken together shall constitute one instrument.
22. A copy of each Fund's Articles of Incorporation/Declaration of
Trust is on file with the Secretary of State of the State of the Fund's
organization, as set forth on Schedule A. The Articles of
Incorporation/Declaration of Trust has been executed on behalf of each Fund by
certain Directors/Trustees in their capacity as Directors/Trustees of such Fund
and not individually. All persons dealing with each Fund must look solely to
the property of the Fund for the enforcement of any claims against the Fund as
neither the Board, officers, agents, or shareholders assume any personal
liability for obligations entered into on behalf of the Fund.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
- 12 -
<PAGE> 13
Executed this ____ day of May, 1996.
THE VARIABLE ANNUITY LIFE THE VANGUARD GROUP, INC.
INSURANCE COMPANY
By: /s/ [ILLEGIBLE] By: /s/ PAUL F. GALLAGHER
----------------------------------- -----------------------------------
Name: Name: Paul F. Gallagher
Title: Title: Principal
VANGUARD/WELLINGTON FUND
By: /s/ [ILLEGIBLE]
-----------------------------------
Name:
Title:
VANGUARD/WINDSOR II
By: /s/ [ILLEGIBLE]
-----------------------------------
Name:
Title:
VANGUARD FIXED INCOME
SECURITIES FUND, INC.
By: /s/ [ILLEGIBLE]
-----------------------------------
Name:
Title:
- 13 -
<PAGE> 14
SCHEDULE A
<TABLE>
<CAPTION>
STATE OF
FUND ADDRESS ORGANIZATION
---- ------- ------------
<S> <C> <C>
Vanguard/ Vanguard Group, Inc. Maryland
Wellington Fund Attn: Wellington Fund
Vanguard Financial Center
Valley Forge, PA 19482
Vanguard/ Vanguard Group, Inc. Maryland
Windsor II Attn: Windsor II
Vanguard Financial Center
Valley Forge, PA 19482
Vanguard Fixed Vanguard Group, Inc. Maryland
Income Securities Attn: Vanguard Fixed Income
Fund, Inc. Securities Fund, Inc.
Vanguard Financial Center
Valley Forge, PA 19482
</TABLE>
- 14 -
<PAGE> 15
SCHEDULE B
PORTFOLIOS
Vanguard Fixed Income Securities Fund, Inc.
1. Long-term Corporate Portfolio
2. Long-term U.S. Treasury Portfolio
- 15 -
<PAGE> 1
EXHIBIT 8(i)
[LETTERHEAD]
June 20, 1996
Stephen D. Bickel, President
The Variable Annuity Life Insurance Company
2929 Allen Parkway
Houston, Texas 77109
Re: Procedures between VALIC and Neuberger & Berman Management Inc.
Dear Mr. Bickel:
This agreement is made and entered into between The Variable Annuity Life
Insurance Company ("VALIC") and Neuberger & Berman Management Incorporated
(NBMI), and relates to the operational procedures governing the purchase,
transfer and redemption of shares (the "Shares") of the series of Neuberger &
Berman Equity Trust (the "Fund") on behalf of which VALIC provides certain
services.
Please acknowledge your acceptance of the following provisions by signing both
copies of this letter and returning one copy to me.
The procedures to be followed for purchases, transfers and redemptions of
Shares shall be as follows:
(a) VALIC shall receive and process requests from plans and/or
participants for the purchase, transfer or redemption of Units
("Instructions") each business day the New York Stock Exchange
is open for regular business ("Business Day"), and
electronically designate each Instruction with the date and
time received and processed. VALIC shall convert the
Instructions to orders for the purchase, transfer or
redemption of Shares ("Orders") and shall accept such Orders
prior to 4:00 P.M. Eastern Time ("Closing of Trading") on the
next Business Day ("Trade Date").
(b) For each Fund and for each Account maintained by VALIC with
such Fund, no later than the Close of Trading Date on each
Trade Date, VALIC shall transmit to the Funds an aggregate
purchase or redemption Order that reflects the "net" effect of
all Instructions received and processed prior to the Close of
Trading on the preceding Business Day.
(c) Instructions received by VALIC after the Close of Trading on
any Business Day shall be treated as if received on the next
following Business Day.
<PAGE> 2
(d) Instructions accepted by VALIC after the Close of Trading on
any Business Day shall be treated as if accepted on the next
following Business Day.
(e) VALIC warrants that all Orders VALIC transmits to the Funds
for processing as of a particular Trade Date will relate only
to Instructions accepted by VALIC prior to the Close of
Trading on the Trade Date.
Very truly yours,
Stanley Egener
President & Chief Executive Officer
AGREED AND ACCEPTED THIS 20TH DAY OF JUNE, 1996:
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
/s/ STEPHEN D. BICKEL
___________________________________________
STEPHEN D. BICKEL
CHAIRMAN AND CEO
cc: Diane Ambler, Esq.
Cindy Toles, Esq.
Jody L. Irwin, Esq.
<PAGE> 1
EXHIBIT 10
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
use of our reports dated February 12, 1996 as to The Variable Annuity Life
Insurance Company and January 26, 1996 as to The Variable Annuity Life Insurance
Company Separate Account A in Post-Effective Amendment No. 8 to the Registration
Statement (Form N-4, No. 33-75292) of The Variable Annuity Life Insurance
Company Separate Account A.
ERNST & YOUNG LLP
Houston, Texas
June 27, 1996
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 6
<NAME> VALIC SEPARATE ACCOUNT A - DIVISION 6
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 80,556,398
<INVESTMENTS-AT-VALUE> 80,556,398
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 80,556,398
<PAYABLE-FOR-SECURITIES> 299,003
<SENIOR-LONG-TERM-DEBT> 80,257,395
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 80,556,398
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 51,907,757
<SHARES-COMMON-PRIOR> 75,765,781
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 80,257,395
<DIVIDEND-INCOME> 4,020,847
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 743,521
<NET-INVESTMENT-INCOME> 3,277,326
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 3,277,326
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 18,072,687
<NUMBER-OF-SHARES-REDEEMED> 41,930,711
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (23,858,024)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 10
<NAME> VALIC SEPARATE ACCOUNT A - DIVISION 10C
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 803,186,859
<INVESTMENTS-AT-VALUE> 1,066,560,864
<RECEIVABLES> 822,847
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,067,383,711
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 1,067,383,711
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 1,068,383,711
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 455,255,243
<SHARES-COMMON-PRIOR> 416,234,288
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,067,383,711
<DIVIDEND-INCOME> 19,463,430
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 8,765,099
<NET-INVESTMENT-INCOME> 10,698,331
<REALIZED-GAINS-CURRENT> 32,259,276
<APPREC-INCREASE-CURRENT> 221,238,425
<NET-CHANGE-FROM-OPS> 264,196,032
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 76,950,994
<NUMBER-OF-SHARES-REDEEMED> 37,930,039
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 39,020,955
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 12
<NAME> VALIC SEPARATE ACCOUNT A - DIVISION 12
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 52,197,124
<INVESTMENTS-AT-VALUE> 59,966,151
<RECEIVABLES> 133,659
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 60,099,810
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 60,099,810
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 60,099,810
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 32,750,120
<SHARES-COMMON-PRIOR> 29,015,764
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 60,099,810
<DIVIDEND-INCOME> 1,076,551
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 476,629
<NET-INVESTMENT-INCOME> 599,922
<REALIZED-GAINS-CURRENT> 3,980,637
<APPREC-INCREASE-CURRENT> 10,227,915
<NET-CHANGE-FROM-OPS> 14,808,474
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,860,477
<NUMBER-OF-SHARES-REDEEMED> 3,126,121
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 3,734,356
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 13
<NAME> VALIC SEPARATE ACCOUNT A - DIVISION 13
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 109,565,749
<INVESTMENTS-AT-VALUE> 112,179,184
<RECEIVABLES> 132,996
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 112,312,180
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 112,312,180
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 112,312,180
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 73,369,250
<SHARES-COMMON-PRIOR> 25,691,713
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 112,312,180
<DIVIDEND-INCOME> 4,148,671
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 689,381
<NET-INVESTMENT-INCOME> 3,459,290
<REALIZED-GAINS-CURRENT> 1,025,871
<APPREC-INCREASE-CURRENT> 3,111,995
<NET-CHANGE-FROM-OPS> 7,597,156
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 48,963,873
<NUMBER-OF-SHARES-REDEEMED> 1,286,336
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 47,677,537
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 15
<NAME> VALIC SEPARATE ACCOUNT A - DIVISION 15
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 201,132,365
<INVESTMENTS-AT-VALUE> 240,566,401
<RECEIVABLES> 577,364
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 241,143,765
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 241,143,765
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 241,143,765
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 164,417,848
<SHARES-COMMON-PRIOR> 32,633,370
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 241,143,765
<DIVIDEND-INCOME> 309,137
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 1,178,715
<NET-INVESTMENT-INCOME> (869,578)
<REALIZED-GAINS-CURRENT> 3,658,986
<APPREC-INCREASE-CURRENT> 39,103,633
<NET-CHANGE-FROM-OPS> 41,893,041
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 133,051,369
<NUMBER-OF-SHARES-REDEEMED> 1,266,891
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 131,784,478
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
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<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 17
<NAME> VALIC SEPARATE ACCOUNT A - DIVISION 17
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 330,145,481
<INVESTMENTS-AT-VALUE> 374,148,985
<RECEIVABLES> 1,064,371
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 375,213,356
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 375,213,356
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 375,213,356
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 187,862,232
<SHARES-COMMON-PRIOR> 42,726,137
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 375,213,356
<DIVIDEND-INCOME> 608,070
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 2,040,192
<NET-INVESTMENT-INCOME> (1,432,122)
<REALIZED-GAINS-CURRENT> 43,926,574
<APPREC-INCREASE-CURRENT> 41,310,631
<NET-CHANGE-FROM-OPS> 83,805,083
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 146,720,425
<NUMBER-OF-SHARES-REDEEMED> 1,584,330
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 145,136,095
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
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<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 21
<NAME> VALIC SEPARATE ACCOUNT A - DIVISION 21
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
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<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 22
<NAME> VALIC SEPARATE ACCOUNT A - DIVISION 22
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 23
<NAME> VALIC SEPARATE ACCOUNT A - DIVISION 23
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
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<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
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<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 24
<NAME> VALIC SEPARATE ACCOUNT A - DIVISION 24
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
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<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
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<PER-SHARE-DIVIDEND> 0
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<RETURNS-OF-CAPITAL> 0
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<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 25
<NAME> VALIC SEPARATE ACCOUNT A - DIVISION 25
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 0
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<RECEIVABLES> 0
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<TOTAL-ASSETS> 0
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<SENIOR-LONG-TERM-DEBT> 0
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<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
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<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 26
<NAME> VALIC SEPARATE ACCOUNT A - DIVISION 26
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 0
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<RECEIVABLES> 0
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<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
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<PER-SHARE-DIVIDEND> 0
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<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 27
<NAME> VALIC SEPARATE ACCOUNT A - DIVISION 27
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 0
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<RECEIVABLES> 0
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<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
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<NAME> VALIC SEPARATE ACCOUNT A - DIVISION 28
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<SERIES>
<NUMBER> 29
<NAME> VALIC SEPARATE ACCOUNT A - DIVISION 29
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<NUMBER> 30
<NAME> VALIC SEPARATE ACCOUNT A - DIVISION 30
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<NAME> VALIC SEPARATE ACCOUNT A - DIVISION 31
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<SERIES>
<NUMBER> 32
<NAME> VALIC SEPARATE ACCOUNT A - DIVISION 32
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