VARIABLE ANNUITY LIFE INSURANCE CO SEPARATE ACCOUNT A
497, 1999-10-15
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<PAGE>   1
                             PORTFOLIO DIRECTOR
                             SEPARATE ACCOUNT A

                   SUPPLEMENT ISSUED OCTOBER 14, 1999 TO
                        PROSPECTUS DATED MAY 1, 1999


SUMMARY

For AGSPC Stock Index Fund, AGSPC MidCap Index Fund and AGSPC Small Cap
Index Fund

         On July 27, 1999, the Boards of Directors approved the termination
of Bankers Trust as a sub-adviser to each Fund. VALIC re-assumed direct
management of each Fund's investment portfolio on October 1, 1999.

For AGSPC Growth Fund

         On July 27, 1999, the Board of Directors approved the termination
of T. Rowe Price Associates, Inc. as sub-adviser to the Fund and approved
the appointment of Wellington Management Company, LLP ("Wellington
Management"), as sub-adviser to the Fund, effective September 1, 1999. On
that date the investment objective of the Fund was changed from long-term
growth of capital through investment primarily in common stocks of U.S.
growth companies engaged in service-related activities to that of long-term
growth of capital through investment primarily in equity securities.

FEES AND CHARGES -- EXCEPTIONS TO SURRENDER CHARGE

         We may, at our option, waive any otherwise applicable surrender
charge if you reinvest the surrender proceeds in another VALIC insurance
product. You will, however, be subject to a surrender charge in the newly
acquired product under the same terms and conditions as the original
product. For purposes of calculating any surrender charge due, you will be
considered to have acquired the new product as of the date you acquired the
original product.

FEES AND CHARGES - SEPARATE ACCOUNT EXPENSE REIMBURSEMENT

Footnote 4 to the "Fee Table" is hereby replaced in its entirety with the
following:

         (4) For this Fund, the Total Separate Account Fee equals the VALIC
         Separate Account A mortality and expense risk fee plus the
         administration and distribution fee reduced by the Separate
         Account Expense Reimbursement. Pursuant to the Separate Account
         Expense Reimbursement the Company's charges to this Division are
         reduced by certain payments received from the underlying Fund
         and/or its affiliates or distributors for administrative and
         shareholder services provided by the Company. See "Fees and
         Charges-Separate Account Expense Reimbursement" in this prospectus
         for more information.

<PAGE>   2
The section entitled "Fee and Charges-Separate Account Expense
Reimbursement" is replaced in its entirety with the following:

         Some of the Mutual Funds or their affiliates may have an agreement
         with the Company to pay the Company for administrative and
         shareholder services it provides to the underlying Fund. The
         Company may, in its discretion, apply some or all of these
         payments to reduce its charges to the Division investing in that
         Fund. In addition, the Company currently reimburses certain
         Divisions a portion of the Company's administration and
         distribution fee. Such reimbursement arrangements are, however,
         voluntary and may be changed by the Company at any time. See the
         Fee Table in this prospectus for an identification of those Funds
         for which a reimbursement applies and the amount of the
         reimbursement.


VA 9084-C






























<PAGE>   3
                            PORTFOLIO DIRECTOR 2
                             SEPARATE ACCOUNT A
   FOR SERIES 2.1-2.12, SERIES 2.1.20-2.12.20, AND SERIES 2.1.40-2.12.40

                   SUPPLEMENT ISSUED OCTOBER 14, 1999 TO
                        PROSPECTUS DATED MAY 1, 1999


SUMMARY

For AGSPC Stock Index Fund

         On July 27, 1999, the Boards of Directors approved the termination
of Bankers Trust as a sub-adviser to each Fund. VALIC re-assumed direct
management of each Fund's investment portfolio on October 1, 1999.

For AGSPC Growth Fund

         On July 27, 1999, the Board of Directors approved the termination
of T. Rowe Price Associates, Inc. as sub-adviser to the Fund and approved
the appointment of Wellington Management Company, LLP ("Wellington
Management"), as sub-adviser to the Fund, effective September 1, 1999. On
that date the investment objective of the Fund was changed from long-term
growth of capital through investment primarily in common stocks of U.S.
growth companies engaged in service-related activities to that of long-term
growth of capital through investment primarily in equity securities.

EXCHANGE PRIVILEGE

         Contrary to information contained in the "Restrictions on Exchange
Privilege" section of this Prospectus, exchanges from Portfolio Director 2
to Portfolio Director will be permitted.

FEES AND CHARGES - EXCEPTIONS TO SURRENDER CHARGE

         We may, at our option, waive any otherwise applicable surrender
charge if you reinvest the surrender proceeds in another VALIC insurance
product. You will, however, be subject to a surrender charge in the newly
acquired product under the same terms and conditions as the original
product. For purposes of calculating any surrender charge due, you will be
considered to have acquired the new product as of the date you acquired the
original product.

FEES AND CHARGES - SEPARATE ACCOUNT EXPENSE REIMBURSEMENT

Footnote 4 to the "Fee Table" is hereby replaced in its entirety with the
following:

         (4) For these Funds, the Total Separate Account Fee equals the
         VALIC Separate Account A mortality and expense risk fee plus the
         administration and distribution fee reduced by the Separate
         Account Expense Reimbursement. Pursuant to the Separate Account
         Expense Reimbursement the Company's charges to these Divisions are
         reduced by certain payments received from the underlying Fund
         and/or its affiliates or distributors for administrative and

<PAGE>   4
         shareholder services provided by the Company. See "Fees and
         Charges-Separate Account Expense Reimbursement" in this prospectus
         for more information.

The section entitled Summary--Fees and Charges--Separate Account Expense
Reimbursement" is replaced in its entirety with the following:

         The Company may, in its discretion, reimburse to certain Divisions
         some or all of the fees it receives from the Mutual Fund or its
         affiliate or distributor for providing the Mutual Fund
         administrative and shareholder services. In addition, the Company
         currently reimburses certain Divisions a portion of the Company's
         administration and distribution fee for providing Variable Account
         Options. Such reimbursement arrangements are voluntary. For more
         information as to which Variable Account Options have a Separate
         Account Expense Reimbursement see the Fee Table.

The section entitled "Fee and Charges-Separate Account Expense
Reimbursement" is replaced in its entirety with the following:

         Some of the Mutual Funds or their affiliates may have an agreement
         with the Company to pay the Company for administrative and
         shareholder services it provides to the underlying Fund. The
         Company may, in its discretion, apply some or all of these
         payments to reduce its charges to the Division investing in that
         Fund. In addition, the Company currently reimburses certain
         Divisions a portion of the Company's administration and
         distribution fee. Such reimbursement arrangements are, however,
         voluntary and may be changed by the Company at any time. See the
         Fee Table in this prospectus for an identification of those Funds
         for which a reimbursement applies and the amount of the
         reimbursement.


VA 9875-C




















<PAGE>   5
                          PORTFOLIO DIRECTOR PLUS
                             SEPARATE ACCOUNT A
         FOR SERIES 1-12, SERIES 1.20-12.20, AND SERIES 1.40-12.40

                   SUPPLEMENT ISSUED OCTOBER 14, 1999 TO
                        PROSPECTUS DATED MAY 1, 1999


SUMMARY

For AGSPC Stock Index, AGSPC MidCap Index Fund, AGSPC Small Cap Index Fund
and American General Small Cap Value Fund

         On July 27, 1999, the Boards of Directors approved the termination
of Bankers Trust as a sub-adviser to each Fund. VALIC re-assumed direct
management of each Fund's investment portfolio on October 1, 1999.

For AGSPC Growth Fund

         On July 27, 1999, the Board of Directors approved the termination
of T. Rowe Price Associates, Inc. as sub-adviser to the Fund and approved
the appointment of Wellington Management Company, LLP ("Wellington
Management"), as sub-adviser to the Fund, effective September 1, 1999. On
that date the investment objective of the Fund was changed from long-term
growth of capital through investment primarily in common stocks of U.S.
growth companies engaged in service-related activities to that of long-term
growth of capital through investment primarily in equity securities.

MAXIMUM NUMBER OF OPTIONS

         Generally, your employer's plan may select up to 30 of the 53
Variable Account Options Portfolio Director Plus offers. However, you may
be subject to further limits on how many options you may be invested in at
any one time or how many of the options you are invested in may be involved
in certain transactions at any one time.

FEES AND CHARGES - EXCEPTIONS TO SURRENDER CHARGE

         We may, at our option, waive any otherwise applicable surrender
charge if you reinvest the surrender proceeds in another VALIC insurance
product. You will, however, be subject to a surrender charge in the newly
acquired product under the same terms and conditions as the original
product. For purposes of calculating any surrender charge due, you will be
considered to have acquired the new product as of the date you acquired the
original product.

<PAGE>   6
FEES AND CHARGES - SEPARATE ACCOUNT EXPENSE REIMBURSEMENT

Footnote 4 to the "Fee Table" is hereby replaced in its entirety with the
following:

         (4) For these Funds, the Total Separate Account Fee equals the
         VALIC Separate Account A mortality and expense risk fee plus the
         administration and distribution fee reduced by the Separate
         Account Expense Reimbursement. Pursuant to the Separate Account
         Expense Reimbursement the Company's charges to these Divisions are
         reduced by certain payments received from the underlying Fund
         and/or its affiliates or distributors for administrative and
         shareholder services provided by the Company. See "Fees and
         Charges-Separate Account Expense Reimbursement" in this prospectus
         for more information.

The section entitled Summary--Fees and Charges--Separate Account Expense
Reimbursement" is replaced in its entirety with the following:

         The Company may, in its discretion, reimburse to certain Divisions
         some or all of the fees it receives from the Mutual Fund or its
         affiliate or distributor for providing the Mutual Fund
         administrative and shareholder services. In addition, the Company
         currently reimburses certain Divisions a portion of the Company's
         administration and distribution fee for providing Variable Account
         Options. Such reimbursement arrangements are voluntary. For more
         information as to which Variable Account Options have a Separate
         Account Expense Reimbursement see the Fee Table.

The section entitled "Fee and Charges-Separate Account Expense
Reimbursement" is replaced in its entirety with the following:

         Some of the Mutual Funds or their affiliates may have an agreement
         with the Company to pay the Company for administrative and
         shareholder services it provides to the underlying Fund. The
         Company may, in its discretion, apply some or all of these
         payments to reduce its charges to the Division investing in that
         Fund. In addition, the Company currently reimburses certain
         Divisions a portion of the Company's administration and
         distribution fee. Such reimbursement arrangements are, however,
         voluntary and may be changed by the Company at any time. See the
         Fee Table in this prospectus for an identification of those Funds
         for which a reimbursement applies and the amount of the
         reimbursement.


VA 10855-C










<PAGE>   7
                            PORTFOLIO DIRECTOR T
                             SEPARATE ACCOUNT A

                   SUPPLEMENT ISSUED OCTOBER 14, 1999 TO
                        PROSPECTUS DATED MAY 1, 1999


SUMMARY

For AGSPC Stock Index Fund and AGSPC Small Cap Index Fund

         On July 27, 1999, the Boards of Directors approved the termination
of Bankers Trust as a sub-adviser to each Fund. VALIC re-assumed direct
management of each Fund's investment portfolio on October 1, 1999.

For AGSPC Growth Fund

         On July 27, 1999, the Board of Directors approved the termination
of T. Rowe Price Associates, Inc. as sub-adviser to the Fund and approved
the appointment of Wellington Management Company, LLP ("Wellington
Management"), as sub-adviser to the Fund, effective September 1, 1999. On
that date the investment objective of the Fund was changed from long-term
growth of capital through investment primarily in common stocks of U.S.
growth companies engaged in service-related activities to that of long-term
growth of capital through investment primarily in equity securities.

FEES AND CHARGES - SEPARATE ACCOUNT EXPENSE REIMBURSEMENT

Footnote 4 to the "Fee Table" is hereby replaced in its entirety with the
following:

         (4) For this Fund, the Total Separate Account Fee equals the VALIC
         Separate Account A mortality and expense risk fee plus the
         administration and distribution fee reduced by the Separate
         Account Expense Reimbursement. Pursuant to the Separate Account
         Expense Reimbursement the Company's charges to this Division are
         reduced by certain payments received from the underlying Fund
         and/or its affiliates or distributors for administrative and
         shareholder services provided by the Company. See "Fees and
         Charges-Separate Account Expense Reimbursement" in this prospectus
         for more information.

<PAGE>   8
The section entitled "Fee and Charges-Separate Account Expense
Reimbursement" is replaced in its entirety with the following:

         Some of the Mutual Funds or their affiliates may have an agreement
         with the Company to pay the Company for administrative and
         shareholder services it provides to the underlying Fund. The
         Company may, in its discretion, apply some or all of these
         payments to reduce its charges to the Division investing in that
         Fund. In addition, the Company currently reimburses certain
         Divisions a portion of the Company's administration and
         distribution fee. Such reimbursement arrangements are, however,
         voluntary and may be changed by the Company at any time. See the
         Fee Table in this prospectus for an identification of those Funds
         for which a reimbursement applies and the amount of the
         reimbursement.


VA 10789-B
































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